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IT is hereby notified that the Securities and Exchange Commission has, in terms of section 65(3) of the Securities and Exchange Act [Chapter 24:25], approved the following regulations:—

PART I – Preliminary

Title

1. These rules may be cited as the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019.

Interpretation

beneficiaries of the trust;
2. In these rules—

  • “acquisition issue” means an issue of securities in consideration for an acquisition of assets which does not include the extinguishing of a liability, obligation or commitment, and includes an issue of securities for an acquisition of, or merger with, another company in consideration for the securities of that other company;
    • “Act” means the Securities and Exchange Act [Chapter 24:25];
    • “acting in concert” means two or more persons co-operating for a common purpose pursuant to an agreement, arrangement or understanding, whether formal or informal, between them; and associates are deemed to be so co-operating unless otherwise proved;
    • “admission” means the admission of securities to listing on the ZSE, and “admitted” shall be construed accordingly;
    • “announce” means a statement made formally and publicly to the press for mass distribution, if required in terms of Part XII;
    • “applicant” means an issuer, including an issuer of specialist securities and a new applicant, which is proposing to apply, or is applying, for admission of any of its securities;
  • “associate”—
    • (a) in relation to an individual, means—
      • (i) a member of the individual’s family; or
      • (ii) the trustees of a trust of which a member of the individual’s family is a beneficiary or discretionary beneficiary, other than a trust which is either an occupational pension scheme or an employees’ share scheme which does not, in either case, have the effect of conferring benefits on the individual or members of the individual’s family; or
      • (iii) a company in whose equity securities the individual or any person or trust referred to in subparagraph (i) or (ii) are directly or indirectly beneficially interested or have a conditional, contingent or future entitlement to become beneficially interested and would, on the fulfillment of the condition or the occurrence of the contingency, be able—
        • A. to exercise or control the exercise of 20 per centum or more of the votes capable of being cast at general meetings on all, or substantially all, matters; or
        • B. to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters; or
      • (iv) any corporate entity in which the individual or a member of the individual’s family are beneficially interested, where the individual or member is able to exercise or control the exercise of 20 per centum or more of the votes capable of being cast at members’ meetings on all, or substantially all, matters;
    • (b) in relation to a company, means—
      • (i) a subsidiary or holding company of the company; or
        (ii) any company which exercises, or over which the company exercises, a degree of control which is less than the degree of control exercised over a subsidiary or by holding company respectively; or
        (iii) any other company which, together with the company, are both directly or indirectly controlled by a third party; or
        (iv) any company whose directors are accustomed to act in accordance with the company’s directions or instructions; or
        (v) any company whose capital the company and any other company referred to in sub paragraphs (i) and (ii) would on the fulfilment of a condition or the occurrence of a contingency be interested in the manner described in subparagraph (ii); or
        (vi) any trust that the company and any other company referred to in sub paragraphs (i) and (ii), individually or taken together, have the ability to control 35 per centum of the votes of the trustees or to appoint 35 per centum of the trustees, or to appoint or change 35 per centum of the beneficiaries of the trust;
  • “beneficial”, in relation to—