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Major changes to note with the New BSE Rules

Recently Tatenda Dumba, a senior associate in our Corporate & Commercial Division attended the Botswana Stock Exchange Limited Listing Requirement Refresher Workshop which was held at the BSE offices on the 18th of October 2018. The Refresher Workshop was to highlight the proposed New Listing Requirements that are anticipated to come into effect in January 2019.

One of the key changes to be noted is the criteria for listing on the Main Board and the Venture Capital Market (“VCM”) which we have set out below:

Main Board

Current BSEL rules New proposed BSEL rules

Pertaining to the criteria to list on the Main Board, the current BSE Rules provide that there should be a 20% minimum percentage of each class of equity shares to be held by the Public with a minimum number of:

  • 300 ordinary shareholders
  • 25 preference shareholders, and
  • 10 debenture holders

In terms of the proposed New BSE rules there should be at least a 30% minimum percentage of each class of equity shares to be held by the Public with a minimum number of:

  • 300 ordinary shareholders, and
  • 100 holders for other classes of equity

Venture Capital Market

Current BSEL rules New proposed BSEL rules 

Pertaining to the criteria to list on the VCM, the current BSE Rules provide that there should be a 5% minimum percentage of each class of equity shares to be held by the Public with a minimum number of:

  • 75 ordinary shareholders
  • 25 preference shareholders, and
  • 10 debenture holders

In terms of the proposed New BSE rules there should be at least a 10% minimum percentage of each class of equity shares to be held by the Public with a minimum number of:

  • 100 ordinary shareholders, and
  • 50 holders for other classes of equity

The above changes are to be noted in terms of those companies that anticipate listing on either the Main Board or the VCM. In addition to the above criteria, the BSEL has indicated that those companies that are currently listed have until the 31st December 2019 to comply with the new criteria as a condition to listing otherwise the listed entities may be found wanting by the BSEL.

Other changes to note in terms of the proposed new BSEL Rules are the introduction of the Tshipidi SME Board Listing to booster and provide funding option for SMME’s; a mandatory requirement to provide a narrative statement of how the listed entity has complied with the King Code of Corporate Governance in its annual financial statements; and the inclusion of a separate specification for property listed companies in the BSE Rules.