Legal updates and opinions
Post Author
News / News
New treatment of fractional entitlements in terms of the JSE listings requirements
A recent change to the Johannesburg Stock Exchange (JSE) Listings Requirements, which deals with the manner in which entitlements to fractions of securities are treated, may necessitate an amendment to the memorandum of incorporation (MOI) of a listed company.
INTRODUCTION
Fractional entitlements will typically arise in the context of a capitalisation issue, a rights offer or a scrip dividend. For example, a shareholder may be offered, in lieu of a cash dividend, 1.65 shares for every 100 shares held. Fractional entitlements may also arise in the context of a scheme of arrangement or an unbundling.
Only whole shares, and not fractions of shares, may be issued by a company and traded on the JSE. Previously, the Listings Requirements provided that all allocations of securities by a listed company will be rounded up or down, based on the standard rounding convention (i.e. an allocation will be rounded down to the nearest whole number if it is less than 0.5 and rounded up to the nearest whole number if it is equal to or greater than 0.5).
LISTINGS REQUIREMENT
In terms of the amendment to the Listings Requirements, allocations of securities must now be rounded down to the nearest whole number and shareholders must receive a cash payment for the fractions of securities to which they would otherwise have become entitled. The Central Securities Depository Participants and brokers will then sell the shares constituted by the aggregation of the fractions in the open market.
CONCLUSION
If a listed company’s MOI provides for fractional entitlements to be rounded up or down, based on the standard rounding convention, it has until 1 May 2017 to amend its MOI to bring it into line with the change to the Listings Requirements. Until such time as the company has amended its MOI, the provisions of the MOI, and not the amended Listings Requirements, will apply in relation to fractional entitlements. A listed company must clearly state the rounding convention being applied in all relevant corporate action announcements.
Click on the link if you’ like to more information on Werksmans expertise in the Corporate Mergers & Acquisitions sector.
Latest News
Merger condition compliance: Proposed Rule 39 amendment brings improvements to process but shifts the burden of proof to merged entities
by: Paul Cleland, Director and Kwanele Diniso, Associate Key implications of the proposed amendment to the procedure that will be [...]
Mind the Conduct: A Guide to COFI – Part 2: Licensing
by Hilah Laskov, Director Introduction In this article series, we take a deep dive into the South African Conduct of [...]
How the Competition Commission’s ESOP impact study may shape future mergers
by: Paul Coetser, Director and Head of Competition and Raisah Mahomed, Associate South African companies often introduce Employee Share Ownership [...]
Mind the Conduct: A Guide to COFI – Part 1: Purpose and Application
by Hilah Laskov, Director In this article series, we take a deep dive into the South African Conduct of Financial [...]
Your customer consented to direct marketing – but can you still contact them after they have registered on the National Opt-Out Registry?
by Tebogo Sibidla, Director Many businesses assume that once a customer has consented to direct marketing, they may continue contacting [...]
Employers have rights too: Rebalancing the modern workplace
by Bradley Workman-Davies, Director South African labour law is often discussed through the lens of employee protection. That is unsurprising. [...]
