Business Day
BU S I N E S S DAY.CO. Z A
Friday 27 February 2026
Business Law & Tax Review JSE simplifies listings requirements These are organised into a more intuitive structure and introduce substantive changes By DORON JOFFE, SANJAY KASSEN & NKOSI TSHABALALA ENS
The JSE’s long-running Simplification Project is now live. The fully rewritten Listings Requirements (LR) took effect on January 13 2026, replacing the previous rulebook with a framework that is about half its former length. The new LR are reorganised into a more intuitive structure, with much of the administrative content moved online and introduce a number of substantive changes for issuers. Below is a high-level overview of some of the most material updates.
Lower shareholder approval thresholds Several corporate actions now require approval by simple majority rather than the previous 75% threshold. This includes specific and general issues for cash, specific and general repurchases, and “sub-floor pricing” in vendor consideration placings. Independent fairness opinions are no longer mandatory for: ● Specific issues for cash to related parties; ● Specific repurchases from related parties; or ● Related party transactions more generally. Instead, independent directors must provide fairness statements, with an external expert opinion only required if expressly mandated or if the board elects to obtain one.
Clearer transaction categorisation The LR clarify that all categorisation percentages must be calculated before transaction terms are announced, and that treasury shares must be excluded from all calculations. The rules for measuring consideration relative to market capitalisation, dilution and mixed cash/share transactions have also been streamlined.
Targeted reforms for property entities ● Higher Category 2 threshold Property transactions will now only trigger a Category 2 treatment at 10% (previously 5%).
Modernised disclosure Portfolio disclosure has moved to a principlesbased approach, replacing detailed, itemised requirements. Tenant disclosures now follow a risk-based model rather than the former A/B/C classification system.
Narrower valuation requirements Independent valuation reports are now required only for: ● New listings (on significant properties); and ● Category 1 transactions (on the property being acquired or disposed of). A report is not needed where: ● 12 months of historical or forecast rental data is available; ● The average vacancy level is below 10%; and ● At least 90% of rental income is derived from tenants unrelated to the issuer or its subsidiaries.
Updated Reit gearing test The 60% gearing cap for Reits is retained, but the test has been reworded: directors must now
confirm that the Reit’s gearing ratio (total consolidated liabilities divided by total consolidated assets) does not exceed 60%, based on either the most recent audited or reviewed financial statements, or a pro forma statement of financial position where this reflects more current information.
Mandatory fit-and-proper assessments Boards must formally assess all prospective directors before nomination or appointment (including casual vacancies) and must conduct independent background and qualification checks.
Main board applicants now only need to demonstrate control over a majority of their assets for 12 months, reduced from the previous three-year track record Broader director integrity disclosures The scope of the director’s declaration has been expanded to include additional integrity matters. Any disclosed integrity issues must be announced within one business day, failing which a negative statement must be published.
Enhanced remuneration-related disclosures Issuers must continue to seek nonbinding shareholder votes on remuneration policies and implementation reports. Where 25% or more of shareholders voted against either item, the issuer must disclose: In the voting results announcement, how it
intends to engage with dissenting shareholders (including an invitation to engage and details on the process and timing); and In the next annual report, who it engaged with, how the engagement was conducted (manner and form) and what concrete steps were taken to address shareholder concerns. In a further change, main board applicants now only need to demonstrate control over a majority of their assets for 12 months, reduced from the previous three-year track record.
Shorter track record for fast-track secondary listings Previously, an issuer could only qualify for a fasttrack secondary listing on the JSE if its securities had been primarily listed and actively traded on an accredited exchange for at least 18 months. This requirement has been reduced from 18 to 12 months. Meanwhile, the PLS disclosure framework has been aligned with the prospectus disclosure requirements under the Companies Act, 2008 and Companies Regulations, 2011, removing duplication and simplifying compliance. Furthermore, only two years of historical financial information (down from three) are now required on: Category 1 transaction subjects; and Subjects of significant acquisitions or disposals by new applicants or Category 1 transaction subjects. New applicants issuing a PLS must still provide three years of historical financial information. In another change, the definition of a pyramid company has been refined: a company must now also be unable to demonstrate a meaningful standalone business or one that could qualify for listing on its own. New pyramid companies may no longer be listed. Existing pyramid companies that fall within the revised definition must notify the JSE immediately and are afforded a two-year remedy period.
Coida overhaul: what employers need to know By JONATHAN GOLDBERG & JOHN BOTHA Global Business Solutions
The Compensation for Occupational Injuries and Diseases Act (Coida) is moving from a system that simply pays out after an injury to one that expects employers to help employees heal, adapt and return to meaningful work. From January 23 2026, this shift became very real in day-to-day HR, incapacity and health and safety practice. The amendments now define rehabilitation broadly. It is not just medical treatment but a combination of clinical care, vocational support and social reintegration that is aimed at getting an injured or ill worker back into work where it is reasonable and practicable. This brings a clear statutory duty for employers to facilitate rehabilitation and reintegration, which means that before thinking about terminating for incapacity, an employer will be expected to show how it explored phased return to work, job modifications, assistive devices or redeployment. Internal incapacity enquiries that ignore these new duties will increasingly look out of step with the law’s expectations. At the same time, the boundaries of “in the course of employment” are widening in ways that directly affect risk. Injuries during employerprovided transport and at employer-organised training events are now clearly within Coida’s scope, so a crash in a company bus or an accident at an offsite training day is no longer a grey area but a compensable incident. The old notion that benefits could be denied because the employee was guilty of “serious and wilful misconduct” has been stripped out. This underscores Coida’s character as a no-fault system, meaning that even if misconduct and injury coincide, the focus moves back to compensation and rehabilitation, not exclusion. Perhaps the most powerful signal of the new direction is the explicit recognition of posttraumatic stress disorder as an occupational disease. In sectors that regularly confront trauma — from security and emergency services to health that is care and retail exposed to armed robberies — psychological injury is now firmly part of the statutory picture. Employers will need to factor PTSD into risk assessments, post-incident protocols and incapacity processes, offering early access to counselling and mental health care, and treating psychological limitations as seriously as physical ones when planning return to work.
Stricter enforcement On top of everything else, employers are now facing stricter enforcement of the rules. Inspectors can investigate workplaces, order employers to comply with the law, and take them to the labour court if they fail to meet their Coida obligations, especially when they don’t properly support injured workers’ rehabilitation and return to work. From April 2026, administrative penalties — and potential rebates for employers who actively support temporary disability rehabilitation — will make it financially obvious who is embracing the new model and who is lagging behind. The employers who treat rehabilitation, reintegration and mental wellbeing as a strategic part of their business, rather than a burden, will be the ones who manage risk best and retain the most value from their people after injury or illness.