JSE continuing obligations, held against the calendar they run on
A listed company's exposure is rarely the annual report. It is the announcement that went out late, the dealing cleared in a closed period, or the categorised transaction that needed shareholder approval. Dimeri holds the continuing obligations as a live calendar with owners rather than as a manual on a shelf.
What the Listings Requirements govern
The JSE Listings Requirements govern the relationship between the exchange and its issuers. They are not legislation in the ordinary sense. They bind through the listing agreement, and the JSE enforces them directly through censure, fines and in serious cases suspension or termination of a listing. For a listed issuer they function as hard obligations regardless of their contractual character.
They divide broadly into two parts. Conditions for listing deal with getting onto the exchange and staying eligible. Continuing obligations deal with everything afterwards, and that is where day to day compliance work sits: the duty to announce price sensitive information without delay through SENS, the financial reporting deadlines for interim and annual results, the rules on dealings in the issuer's securities and the closed periods during which directors and certain employees may not deal, the categorisation of transactions and the shareholder approval that categorisation may require, and the corporate governance disclosures the JSE requires by reference to the King Code.
The JSE has run a simplification programme in recent years, restructuring and streamlining the Requirements to make them easier to navigate. That is helpful, but it does not change the underlying operational problem: the obligations are continuous, they attach to events that arise unpredictably, and several of them run on short clocks. Check the current version of the Requirements and any recent amendments with your sponsor, since the detail and the numbering move.
The continuing obligations Dimeri tracks
Dimeri holds these as obligations with owners, deadlines and evidence, because the failures are almost always timing failures rather than judgement failures.
Price sensitive information and SENS
The duty to announce information that could reasonably be expected to have a material effect on the price of the issuer's securities, without delay, through the Stock Exchange News Service.
- Disclosure committee decisions recorded with timing
- Assessment of materiality documented at the time
- Announcement approval trail held with the release
- Delayed disclosure decisions evidenced with their ground
Financial reporting deadlines
Interim results, provisional or audited annual results and the annual report, each due within the periods the Requirements set.
- Reporting calendar with owners and lead times
- Sign off sequence tracked through to release
- Late reporting exposure flagged in advance
- Prior period comparatives and restatements recorded
Dealings and closed periods
Restrictions on dealing in the issuer's securities by directors and designated employees, including during closed periods, and the clearance and announcement requirements around permitted dealings.
- Restricted person list maintained and current
- Closed periods set from the reporting calendar
- Clearance requests and decisions logged
- Dealing announcements evidenced with their timing
Categorised transactions
Transactions classified by size against the prescribed ratios, determining whether announcement, a circular or shareholder approval is required.
- Categorisation calculation held with its inputs
- Required action derived from the category
- Circular and approval process tracked
- Related party considerations recorded
Related party transactions
Transactions with related parties assessed against the Requirements, with the fairness opinion and shareholder approval steps where they apply.
- Related party register maintained and reviewed
- Transactions screened against the register
- Fairness opinions held with the transaction
- Approval and disclosure evidenced
Governance and sustainability disclosure
Corporate governance disclosure by reference to the King Code, together with the sustainability and climate related disclosure expectations the JSE has developed.
- King disclosures supported by dated evidence
- Sustainability disclosure inputs assembled through the year
- Board and committee composition disclosures maintained
- Disclosure gaps flagged before the reporting cycle
How Dimeri covers JSE Listings
Listed issuers already have a sponsor and a company secretary. What Dimeri adds is the operating layer underneath: who holds each obligation, when it is due and what proves it was met.
A calendar that escalates
Reporting deadlines, closed period boundaries and circular timetables run as scheduled obligations with owners and reminders that escalate ahead of the date rather than reporting the breach afterwards.
Disclosure decisions with their reasoning
Where the disclosure committee decides that information is or is not price sensitive, or that disclosure may be delayed, the decision is recorded with its basis and its timing. If the JSE asks later, the record exists as it stood.
Restricted lists that stay current
The restricted person list is maintained against joiners, leavers and role changes, so clearance is being applied to the right people rather than to a list that was accurate two years ago.
Shared credit with King V and the Companies Act
Governance disclosure, director declarations and related party work serve the JSE, King V and the Companies Act at once. Dimeri records the underlying practice once and reflects it across each.
Getting Listings Requirements coverage in place
- 1
Build the obligation calendar
Reporting deadlines, closed periods, annual general meeting timing and standing disclosure obligations are loaded with owners and lead times, derived from the issuer's financial year.
- 2
Set up the disclosure workflow
The disclosure committee, its membership, the assessment it performs and the approval route through to SENS release are configured so each announcement leaves a trail.
- 3
Maintain the registers
Restricted persons, related parties and directors interests are held as live registers with review cycles rather than as documents refreshed once a year.
- 4
Report and review
The board and audit committee see the continuing obligations position each cycle: what is due, what is at risk and what was met, drawn from the same record the sponsor works from.
JSE Listings questions
Are the Listings Requirements law?
Not in the ordinary sense. They bind issuers contractually through the listing agreement, and the JSE enforces them directly through censure, fines, and suspension or termination of a listing in serious cases. The Financial Markets Act provides the statutory framework within which the JSE operates. In practice an issuer treats them as binding obligations.
What has changed with the simplification of the Requirements?
The JSE has run a programme to restructure and streamline the Requirements, which has changed the organisation and numbering as well as simplifying some obligations. The substance of the continuing obligations remains. Confirm the current version and effective dates with your sponsor, because references in older documents may no longer match.
Can Dimeri replace our sponsor?
No. A sponsor is a requirement of the listing and provides advice the platform does not. Dimeri holds the operational layer: the calendar, the owners, the registers and the evidence, which makes the sponsor relationship more efficient rather than substituting for it.
How does this help with closed periods?
Closed periods are derived from the reporting calendar automatically, and the restricted person list is maintained against joiners, leavers and role changes. Clearance requests are logged with their decision and timing, so a dealing that should not have been cleared is prevented rather than discovered.
Is this a substitute for legal or sponsor advice?
No. The Listings Requirements are detailed and change regularly, and categorisation and disclosure judgements carry real consequences. This page describes how Dimeri structures the tracking and evidence. Your sponsor and legal advisers should confirm what applies and when.
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