JSE DEBT LISTINGS REQUIREMENTS AMENDMENTS
Thursday, October 20, 2016
The JSE Limited (the JSE) has introduced further amendments to the JSE debt listings requirements (the JSE DLRs) which took effect on 24 October 2016. Please take note of the following salient changes:
- Every issuer of listed debt securities must provide the JSE with an annual compliance certificate evidencing compliance with the JSE DLRs, when filing its annual financial statements. Failure to comply within any further time frame stipulated in a formal JSE reminder, will result in a suspension of all relevant debt securities of the Issuer. This requirement for an annual compliance certificate will be implemented from 31 December 2016 for all issuers with a financial year end on or after 31 December 2016.
- An issuer of any listed debt securities (and where required by the JSE, any guarantor), must within four months of the end of every financial year end, submit its audited financial statements to the JSE. Failure to comply with this requirement, after a reminder from the JSE, will result in a suspension of all relevant debt securities of the issuer. This provision will apply from 30 September 2017 for all entities with a financial year end commencing on or after 30 September 2017.
- An Issuer needs to inform the JSE in writing of, amongst other changes:
- a change in its financial year end;
- a change in its debt sponsor; and
- the termination, resignation or appointment of its auditor (by no later than the end of the business day following the decision by the issuer to terminate (which notice must be accompanied by a letter from the auditor specifying the reasons for the termination of their appointment) the appointment of an auditor or the decision by an auditor to resign.
- The JSE have now confirmed the timetable for notices applicable to corporate actions in respect of debt securities listed on the main board. The “last day to register” and “books closed period” concepts are now only applicable to listings on the Interest Rate Market of the JSE.
- If there is a specific change to the prescribed disclosure items for listed debt securities (such as the maturity, ISIN etc.) such change must be announced on SENS one business day prior to the change coming into effect.
- The JSE must be notified, and an announcement on SENS must be made, in respect of any proposed permanent reduction in the authorised amount or listed or issued amount of debt securities. This will apply when listed or issued debt securities are withdrawn due to a buy back or early redemption.
- With respect to announcements relevant to cash disbursements classified as dividends, a SENS is no longer required to include reference to any STC (Secondary Tax on Companies) credits.
- The JSE now requires disclosure of the financial statements of (i) the reference entity, in the case of credit linked notes and (ii) the underlying obligor in the case of asset-backed debt securities.
- An issuer of asset backed debt securities must release via SENS, the website where the financial information of the obligor(s) of the underlying debt securities (constituting 10% or more of the total value of the underlying) can be obtained, by no later than 6 months after such obligor’s financial year end. In addition the issuer must also disclose via SENS (i) semi-annually, all historical information about all assets of the pool subject to demands of repurchase or replacement, and (ii) quarterly details of the performance of underlying assets (including any defaults).