Securities Services Act, 2004 (Act No. 36 of 2004)Chapter III : ExchangesFunctions of exchange12. Listing of securities |
| (1) | An exchange must, to the extent applicable to the exchange in question, make listing requirements which prescribe— |
| (a) | the manner in which securities may be listed or removed from the list or in which the trading in listed securities may be suspended; |
| (b) | the requirements with which issuers of listed securities and of securities which are intended to be listed, as well as such issuers’ agents, must comply; |
| (c) | the standards of conduct that issuers of listed securities and their directors, officers and agents must meet; |
| (d) | the standards of disclosure and corporate governance that issuers of listed securities must meet; |
| (e) | such details relating to the listed securities as may be necessary; |
| (f) | the steps that must be taken by the exchange, or a person to whom the exchange has delegated its disciplinary functions, for the investigation and discipline of an issuer, or director, officer or employee of an issuer, that contravenes or fails to comply with the listing requirements; |
| (g) | for any contravention of or failure to comply with the listing requirements, any one or more of the following penalties that may be imposed by the exchange or a person to whom the exchange has delegated its disciplinary functions: |
| (i) | A reprimand; |
| (ii) | a fine not exceeding R5 million; |
| (iii) | disqualification, in the case of a natural person, from holding the office of director or officer of a listed company for any period of time; |
| (iv) | the payment of compensation to any person prejudiced by the contravention or failure. |
| (2) | The listing requirements may prescribe that— |
| (a) | full particulars regarding the imposition of a penalty may be published in the Gazette, other national newspapers or through the news service of the exchange; |
| (b) | any person who contravenes or fails to comply with the listing requirements may be ordered to pay the costs incurred in an investigation or hearing; |
| (c) | an exchange may take into account at a hearing information obtained by the registrar in the course of an inspection conducted under section 93 or obtained by the directorate in an investigation under section 82. |
| (3) | If a person fails to pay a fine or compensation referred to in subsection (1)(g), the exchange may file with the clerk or registrar of any competent court a statement certified by it as correct, stating the amount of the fine imposed or compensation payable, and such statement thereupon has all the effects of a civil judgment lawfully given in that court against that person in favour of the exchange for a liquid debt in the amount specified in the statement. |
| (4) | The listing requirements must prescribe the purpose for which a fine referred to in subsection (1)(g) must be appropriated. |
| (5) | Listing requirements and any other conditions of listing are binding on an issuer and an authorised user and their directors, officers, employees and agents. |
| (6) | An exchange— |
| (a) | must keep a list of the securities which may be traded on the exchange; |
| (b) | must receive and consider, and may grant, defer or refuse, subject to its listing requirements and any other conditions that it may determine, applications for the inclusion of securities in the list; |
| (c) | may include securities issued by it in its own list subject to the approval of and the conditions prescribed by the registrar; and |
| (d) | may, despite any arrangement entered into before or after the commencement of this Act according to which listed securities may be bought and sold on the exchange, charge the fees provided for in the listing requirements or the exchange rules. |
| (7) | An exchange must, before refusing an application to include securities in the list— |
| (a) | inform the issuer of its intention to refuse the application; |
| (b) | give the issuer the reasons for the intended refusal; and |
| (c) | call upon the issuer to show cause within a period specified by the exchange why the application should not be refused. |