30. (1)This Part sets out the authority of the ZSE regarding its powers to list, suspend, and terminate listings and its powers to enforce these rules and other related matters. It also sets out certain of the continuing obligations which an issuer is required to observe once any of its securities have been admitted to listing.(2) This Part does not apply to issuers of specialist securities except where issuers are specifically referred to in this Part and as indicated in the continuing obligations in section 386 of Part XIX.
Appointment of sponsoring broker
31. An issuer must appoint a sponsoring broker and all correspondence with the ZSE must be directed through the sponsoring broker, subject to direct access as stated in section 27.
SUB-PART A: GENERAL OBLIGATION OF DISCLOSURE OF ISSUER
Material price sensitive information
32: (1) Subject to approval by the ZSE, and with the exception of trading statements, an issuer must, without delay, unless the information is kept confidential for a limited period of time in terms of section 33 (3), release an announcement providing details of—
- (a) any circumstance or event that is or is likely to have a material effect, whether positive or negative, on the financial results, financial position or cash flow of the issuer or any of its material subsidiaries;(b) any new development in such issuer’s sphere of activity that is not public knowledge and may, by virtue of the effect of that development on its financial results, financial position or cash flow or on the general course of its business, lead to material movements of the reference price of the issuer’s listed securities; and(c) any information necessary to enable holders of the issuer’s securities and the public to avoid the creation of a false market in such issuer’s listed securities.
(2) Issuers must publish a profit warning statement as soon as they are satisfied that a reasonable degree of certainty exists that the financial results for the period next to be reported upon will differ by at least 20 per centum from the most recent of base information which is—
- (a) the financial results for the previous corresponding period;(b) a profit forecast in terms of Part IX (financial information) previously provided to the market in relation to such period.
(3) Issuers may publish a trading statement if the differences referred to in subsection (2) are less than 20 per centum but are considered by the issuer important enough to be made the subject of a trading statement.
(4) The determination of a reasonable degree of certainty in terms of subsection (2) is a matter of judgement which has to be taken by the issuer and its directors and is one in which the ZSE does not involve itself. This determination may differ from issuer to issuer depending on the nature of the business and the factors to which they are exposed.
(5) Trading statements must provide specific guidance by the inclusion of a specific number or percentage to describe the differences.
(6) In the event of an issuer publishing a trading statement in subsection (3), the issuer must include a statement (which is not deemed to be a cautionary statement and which does not give rise to the commencement of a closed period) in the trading statement advising securities holders that the forecast financial information has not been reviewed and reported upon by the issuer’s auditors.
(7) The profit warning and trading statements shall be published at least 21 days before publication of results. Where an issuer ––
- (a) publishes information without ZSE approval; or(b) publishes misleading information; or(c) makes late notification or disclosure of material information as required under subsection(1), it shall be liable to the fines outlined in Twenty–sixth Schedule.
(8) Except where otherwise expressly provided, the provisions of this section are in addition to any specific requirements regarding obligations of disclosure contained in these rules.
33. (1) Information that must be published according to section 32 (material price sensitive information) may not be given to a third party before it has been published except as permitted by subsection (3) to (6), or released (even subject to a time embargo) to any third party—
- (a) during ZSE trading hours, until the information has been published; or(b) outside ZSE trading hours, until the information has been authenticated and, approved, and arrangements have been made for the information to be published before the next business day’s opening of ZSE trading hours; and(c) any such information which is to be released during analysts’ briefings must first be submitted to the ZSE in accordance with Nineteenth Schedule (corporate action and other regulatory information submission).
(2) Where information referred to in subsection (1) is released to a printer for printing prior to publication, the issuer must ensure the printer signs a confidentiality agreement with the issuer by prohibiting the disclosure of the information before its publication in terms of these rules.
(3) An issuer may give information in strict confidence to its sponsoring broker or advisers and to persons with whom it is negotiating with a view to effecting a transaction or raising finance. These persons may include prospective underwriters of an issue of securities, providers of funds or loans or the place of the balance of a rights issue not taken up by shareholders. In such cases, the issuer must advise, in writing, the recipients of such information that it is confidential and that they must not deal in the company’s securities before the relevant information has been made available to the public.
(4) Information required by and provided in confidence to, and for the purposes of, a government department, the Reserve Bank of Zimbabwe, the Competition and Tariff Commission, the Securities and Exchange Commission, the Zimbabwe Revenue Authority or any other statutory or regulatory body or authority need not be published.
(5) Where information relates to a proposal by the issuer which is subject to negotiations with employees or trade union representatives, the issuer may defer publication of the information until an agreement has been reached on the implementation of the proposal.
(6) Where it is proposed to announce at any meeting of holders of listed securities information which might have a material effect on the ruling price of the listed company’s securities, arrangements must be made for the publication of that information simultaneously with the publication by way of press announcements as soon as possible after the announcement at the meeting is made. If any price-sensitive information is disclosed in an unplanned manner during the course of a meeting of holders of listed securities, immediate steps must be taken for the making of an appropriate announcement containing such price sensitive information.
(7) If ––
- (a) an issuer has any material price-sensitive information which could lead to material movements in the ruling price of its securities; and(b) the necessary degree of confidentiality regarding the information cannot be maintained or that confidentiality has or may have been breached; the issuer must publish the information, by way of a cautionary announcement complying with Part XII, as soon as possible.
(8) An issuer must submit a copy of a cautionary announcement to the ZSE for approval in the form prescribed in the Twentieth Schedule (corporate action and other regulatory information submission). Once such approval has been obtained, the issuer must publish the cautionary announcement in compliance with Part XII by way of a press announcement in two daily newspapers and a copy of the same cautionary statement must also be submitted to the ZSE for publication on the ZSE Data Portal.
(9) An issuer that has published a cautionary announcement must publish updates in terms of Part XII.
(10) Where an issuer fails to publish updates as stated in subsection (9), it shall be liable to a fine prescribed in Twenty-sixth Schedule.
(11) If the directors of an issuer consider that disclosure to the public of information required to be published in terms of section 32 (material price sensitive information) might prejudice the listed company’s legitimate interests, the ZSE may grant a dispensation from that requirement.
SUB-PART B: DISCLOSURE OF PERIODIC FINANCIAL INFORMATION
Dividends and interest
34. (1) Announcements of dividends or interest payments on listed securities should be notified to the holders of the relevant securities five days upon declaration by means of a press announcement.
(2) An electronic copy of the press announcement must be delivered to the ZSE in accordance with the Nineteenth Schedule at least 14 days prior to the last day to register.
(3) Where dividends or interest payments are announced otherwise than by way of a press announcement, the ZSE must be notified in writing of the dividend or interest payment on the same day that holders of the relevant security are notified.
(4) The announcement referred to in subsection (3) must contain the following information—
- (a) the last day to register;(b) the date on which the dividend or interest will be paid; and(c) the cash amount that will be paid for the dividend or interest.
(5) Where a scrip dividend is declared, the information required to be announced is set out in section 125.
(6) Notification of non-declaration of dividends or payment of interest must be published in the interim or preliminary report or in the annual financial statements or by way of a press announcement.
(7) If an issuer decides not to declare distribution payments because such decision is deemed to be price-sensitive, the decision must be announced immediately after it is taken.
(8) An issuer that wishes to declare a final dividend prior to the publication of the annual financial statements or preliminary report must ensure that the dividend notice given to shareholders contains—
- (a) a statement of the ascertained or estimated consolidated profits before taxation of the listed company and its subsidiaries for the year; and(b) the particulars of any amounts appropriated from reserves, capital profits, accumulated profits of past years or other special sources to provide wholly or partly for the dividend.
(9) At least 14 days’ notice must be given to shareholders and the ZSE prior to the last day to register for the dividend or interest.
(10) The last day to register should be a Friday, or if that day is a public holiday, the previous business day.
(11) Unless there is just cause, payment of dividend or interest must be effected within 42 days after the last day to register, failure to which the issuer shall be liable to a penalty in terms of the Twenty-sixth Schedule (fines and penalty charges on listed companies).
(12) Where a dividend or interest declaration is expressed as a percentage, the monetary equivalent must be shown in parenthesis.
(13) Where there is a late declaration of a dividend by the issuer, the issuer must notify the ZSE in order to propose a new timeframe which requires ZSE’s approval.
(14) Where an issuer makes a late declaration or declarations have been notified without complying with this section, it shall be liable to a fine prescribed in the Twenty-sixth Schedule.
SUB-PART C: INTERIM AND PRELIMINARY REPORTS
35. (1) The issuer must publish half-year interim reports in the press or in electronic form, and be distributed to all shareholders after the expiration of the first six-months of the financial year and not later than 3 months after that date.
(2) The issuer will be liable to a fine in accordance with Twenty-sixth Schedule for failure to publish the results within the period stipulated in subsection (1).
(3) Where the financial period covers 15 months or longer, interim reports must be published in the press in respect of the first and second six months of this period.
(4) Interim reports must comply with the IFRS for Interim Reporting, or any other framework prescribed by the ZAPB and with Part IX (Financial information).
(5) Within 45 days after the end of the first and third quarters of each financial year, issuers must publish their interim reports on their websites and submit the reports to the ZSE for publication on the ZSE Data Portal.
(6) Where an issuer fails to publish the results in terms of subsection (5), the issuer shall be liable to a penalty prescribed in Twenty-sixth Schedule which shall be payable within 30 days from the due date.
36. (1) If an issuer has not distributed annual financial statements to all shareholders within three months after its financial year-end, it must publish in the press and distribute to all shareholders a preliminary report, in accordance with the times prescribed in section 35, even if the information is unaudited.
(2) The preliminary report must disclose the reason why the company has failed to distribute the annual financial statements within three months after its financial year-end.
(3) Where the preliminary report has been audited, the announcement must state that the signed audit report is available for inspection at the company’s registered office.
(4) Although the audit report need not be included in the preliminary report, if the audit report is modified, details of the nature of such modification must be stated in the preliminary report, and the name of the auditor as well as a summary of the auditor’s opinion must be included in all abridged annual financial statements.
Procedure for non-compliance of publishing interim financial statements
37. (1) Where an issuer fails to publish interim financial statements by the day following the due date of issue of the listed company’s interim or preliminary report, the issuer will be granted a period of one month from the due date to issue its interim or preliminary report, failing which the company’s listing will be suspended in terms of section 7 (unilateral suspension).
(2) Failing compliance within the time stated in subsection (1), the ZSE will publish a press announcement informing shareholders that the listed company has not issued its interim or preliminary report and cautioning security holders that the listing of the company’s securities are under risk of suspension and possible termination.
(3) On the date of publication of the announcement in terms of subsection (2), the issuer’s listing will be annotated on the ZSE Data Portal to indicate that it has failed to submit its interim, final or preliminary report on time.
(4) The issuer will be invoiced the cost of publication of the press announcement and all reasonable related costs, and must pay the bill on presentation.
(5) Where the listing is suspended, the lifting of the suspension will only be effected upon—
- (a) receipt by the ZSE of the listed company’s interim or preliminary report;(b) the ZSE being satisfied that the interim or preliminary report complies with IFRS; (c) the payment of the costs referred to in subsection (4); and (d) the listed company publishing the results.
(6) When an issuer’s listing is suspended and the issuer fails to take action to obtain the restoration thereof within 180 days, the ZSE may terminate the listing.
(7) An issuer is liable to a penalty prescribed in the Twenty-sixth Schedule.
Requirement for review by auditors
38.(1) All unaudited—
- (a) half-year interim reports; and(b) preliminary reports; must be reviewed by the listed company’s external auditors.
(2) When conducting a review of an unaudited interim or preliminary report, the auditor must follow the guidelines issued by the PAAB.
(3) The name of the auditor must be stated in the published interim or preliminary report.
(4) Although the auditor’s report need not be included in the published interim or preliminary report, details of the nature of any qualification of or disagreement over the report must be stated in the report.
(5) If the auditor’s report is not included in the published interim or preliminary report, the latter must state that the auditor’s report is available for inspection at the issuer’s registered office.
(6) If during the course of a review of a preliminary report, the auditor becomes aware of any unresolved matter which could result in the qualification of the auditor’s report on the annual financial statements for the period under review, that fact must be stated in the preliminary report.
(7) Where the financial period covers more than 12 months and interim reports are distributed in accordance with section 35, the listed company must obtain a review opinion for the second six-month period.
Annual financial statements
39. (1) Audited annual financial statements must be published not more than three months after the end of every issuer’s financial year.
(2) All listed companies must, within six months after the end of each financial year, distribute the annual financial statements to all shareholders at least 21 days before the date of the annual general meeting and submit copies to the ZSE in accordance with Part XVII (documents to be submitted to ZSE)—
- (a) a notice of annual general meeting; and(b) the annual financial statements for the relevant financial year as reported upon by the company’s auditors.
(3) Where annual financial statements have not been published to holders of its securities within three months of its financial year end, an issuer must distribute and publish a preliminary report as provided in section 36.
(4) An issuer’s annual financial statements must be distributed to the issuer’s holders of securities and an electronic copy of the statements, in a prescribed form, must be submitted to the ZSE.
(5) An issuer must publish an abridged report of its annual financial statements referred to in subsection (1).
(6) A summary of the audit report must be included in the abridged report and, if the audit report is modified, details of the nature of such modification must be stated in the abridged report.
(7) Any annual financial information published voluntarily by an issuer in advance of being required to do so in terms of section 32 (material price sensitive information) must—
- (a) at least be reviewed by the issuer’s auditors; and(b) comply with Part IX (Financial information) in respect of disclosure; and(c) state the name of the auditors in the preliminary report.
(8) Although the review or audit report need not be included in the preliminary report, if such report is modified, details of the nature of such modification must also be stated in the preliminary report.
(9) If the review or audit report is not included in the preliminary report, it must state that the review or audit report is available for inspection at the issuer’s registered office.
(10) If an issuer has published a preliminary report, then on the date of issue of its annual financial statements, the issuer must comply with subsection (4) or publish an announcement stating that it has issued its annual financial statements and that it is not publishing an abridged report as the information previously published in the preliminary report is unchanged.
Procedure for non-compliance under annual financial statements
40. (1) Where an issuer has failed to comply with section 39—
- (a) the ZSE must, five months after the listed company’s financial year end, send the listed company a letter of reminder by post or electronic means, as determined by the ZSE, advising that it still has one month within which to submit its annual financial statements, failing which its listing may be suspended until such time as the annual financial statements have been submitted;(b) the company’s listing must be annotated on the ZSE Data Portal, three months after its financial year end, to indicate that it has failed to submit its annual financial statements on time;(c) the ZSE must, six months after the company’s financial year end, publish a press announcement informing shareholders that the listed company has not submitted its annual financial statements, and cautioning shareholders that the listing of the company’s shares is at risk of suspension and possible termination;(d) the issuer’s listing must be suspended by the ZSE if it has not complied with the reminder sent in terms of paragraph (a) by the end of the seventh month after its financial year end, and thereafter the ZSE will consider the continued suspension or termination of the company’s listing;(e) the issuer must bear the cost of publication of the announcement referred to in paragraph (c), including any reasonable costs related to such publication;(f) the company’s suspension will be lifted upon receipt by the ZSE of the issuer’s annual financial statements and upon the ZSE being satisfied that the annual financial statements comply with the accounting standards issued by the Zimbabwe Accounting Practices Board and upon payment of the costs referred to in paragraph (e); and (g) the company will be liable to a fine in accordance with Twenty-sixth Schedule(fines and penalties for listed companies) for failure to publish the results within the stipulated period, even if it has complied with the reminder sent in terms of paragraph (a).
(2) The ZSE retains the discretion to waive the automatic suspension of a company’s listing where it has not submitted its annual financial statements on time.
Modified auditor’s opinion
41. (1) Where a modified auditors’ report has been issued on an issuer’s annual financial statements and contains an emphasis of matter, this will be announced through the ZSE Data Portal.
(2) If an issuer’s financial statements have been the subject of an audit qualification or disclaimer—
- (a) an announcement of that fact will be made through the ZSE Data Portal and published in the press by the ZSE, at the issuer’s cost, informing holders of the issuer’s securities that the auditors’ opinion has been qualified; and(b) a special meeting of the ZSE will be convened within 21 days after receipt of such financial statements, to consider the issuer’s continued listing, or the suspension and termination of the issuer’s listing; and(c) the issuer’s listing will be annotated on the ZSE Data Portal indicating an audit qualification.
(3) Where the auditors express an adverse opinion on the annual financial statements of an issuer, an announcement of the fact will be made through the ZSE Data Portal and published in the press by the ZSE, at cost to the issuer, informing holders of securities that an adverse auditors’ opinion has been expressed.
(4) Where the auditors disclaim an opinion on the annual financial statements of an issuer—
- (a) an announcement of the fact will be made through the ZSE Data Portal; and(b) a special meeting of the ZSE will be convened within 21 days after receipt of such annual financial statements, to consider the issuer’s continued listing, or the suspension and termination of the issuer’s listing; and(c) the ZSE must publish an announcement informing holders of the issuer’s securities of all decisions resulting from the special meeting referred to in paragraph (a).
Notification relating to capital
42. Unless otherwise indicated, an issuer must, without delay, publish a press announcement containing details of the following information relating to its capital—
- (a) any proposed change in its capital structure (for example any increase in the level of authorised or issued securities), other than allotments of new shares in terms of Part VI: Provided that the announcement may be delayed while marketing or underwriting is in progress;(b) any proposed change in the rights attaching to any class of listed securities or to any securities into which any listed securities are convertible;(c) the basis of allotment of listed securities offered generally to the public for cash or claw-back offers to shareholders and, in the case of public offers, an additional press announcement must appear before dealings commence;(d) any extension of time granted for the currency of temporary documents of title;(e) the effect, if any, of any issue of further securities on the terms of the exercise of rights under options and convertible securities; and(f) the results of any new issue of listed securities or of a public offering of existing securities: Provided that the issuer may, at its discretion, delay such publication until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses.
43. (1) If within six months after the ZSE has classified it as a cash company, a cash company fails to enter into an agreement and make an announcement relating to the acquisition of viable assets that satisfy the conditions for listing set out in Part V, its listing will be suspended.
(2) If a cash company fails to obtain the ZSE’s approval, within three months from the date of its suspension, of a circular relating to the acquisition by it of viable assets that satisfy the conditions for listing set out in Part V, the cash company’s listing will be terminated.
(3) Where a cash company is to be utilised for the reversal of assets to itself—
- (a) it must comply with the requirements for bringing a company to listing; and(b) the company as reconstituted must meet the conditions for listing as set out in Part V.
(4) Cash company’s investment shall acquire no less than 10 per centum of equity of the company holding the viable asset and it must be eligible for prescribed asset status.
SUB-PART D: RIGHTS BETWEEN HOLDERS OF SECURITIES
Equality of treatment
44. (1) An issuer must ensure that all holders of any class of its securities receive fair and equal treatment.
(2) An issuer may not issue any securities with voting rights differing from other securities of the same class.
45. (1) Securities in each class for which listing is applied must rank pari-passu in respect of all rights, that is to say, the securities—
- (a) must be identical in all respects;(b) must be of the same nominal value and the same amount per share must have been paid up;(c) must carry the same rights as to unrestricted transfer, attendance and voting at general meetings and in all other respects; and(d) must be entitled to dividends at the same rate and for the same period so that at the next distribution, the dividend payable on each share will be the same amount.
(2) Unless the security holders concerned otherwise permit, an issuer proposing to issue equity securities for cash must first offer those securities by a rights offer to existing equity shareholders in proportion to their existing holdings.
(3) Only to the extent that the securities are not taken up by existing equity shareholders in terms of the offer may they be issued for cash to others or otherwise than in the proportion mentioned in subsection (1).
Waiver of pre-emptive rights
46. (1) To the extent that security holders of an issuer give their authorisation by ordinary resolution, issues of equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings will, subject to Part V (conditions for listing), be permitted for a fixed period in accordance with that authority.
(2) In exceptional circumstances, such as rescue operations, the ZSE may in its discretion allow a waiver of shareholders’ pre-emptive rights that does not comply with subsection (1) if satisfied that the conditions listed in the Twenty-eighth Schedule exist but the ZSE may require the publication of such information relating to the waiver as it may consider appropriate.
47. (1) Where securities are the subject of a profit warranty, such securities may only be conditionally allotted and issued and must be held by an independent third party in trust, pending fulfilment of the conditions of the warranty. The conditions of the profit warranty will only be regarded as having been met once the profit required has been achieved in terms of the profit warranty agreements and the issuer’s auditors have confirmed in writing to the ZSE that the conditions have been met for the securities to be allotted and issued.
(2) Where the conditions of a profit warranty are not met—
- (a) the conditional allotment and issue of the securities that were subject to such unfulfilled conditions are of no further force or effect; and(b) no cash compensation may be made for the profit warranty to be achieved.
Issues by major subsidiary other than on listing
48. (1) For the purposes of this section, a subsidiary company will be regarded as a major subsidiary if it represents 25 per centum or more of the aggregate of—
- (a) the share capital and reserves, excluding any minority interests, unrealised reserves not supported by a valuation prepared in the last six months by an independent professional expert acceptable to the ZSE, and intangible assets; or(b) the profits, after deducting all charges except taxation and excluding extraordinary items; of the issuer’s group.
(2) An issuer must obtain the consent of its shareholders, determined in accordance with Part VI (methods and procedures of bringing securities to listing) and categorized in terms of Part XI (transactions with related parties), before any major subsidiary of the listed company makes any issue for cash of equity securities so as to materially dilute the listed company’s percentage interest in the equity securities of that subsidiary.
(3) The obligation to obtain the consent of shareholders in subsection (2) does not apply if the major subsidiary is itself listed, but in that case—
- (a) the major subsidiary must comply with subsection (1);(b) the listed company must ensure that its equity interests in the major subsidiary are not materially diluted through any new cash issue by such subsidiary of equity securities unless such dilution is necessary for the listed subsidiary to satisfy the minimum spread requirements; and(c) in the case of a rights issue, if the listed company does not propose to take up its rights, an arrangement must be made for the rights to be offered first to its shareholders so that they can avoid a material dilution in their effective percentage equity interests.
(4) The obligation to obtain the consent of shareholders in subsection (2) does not apply if the major subsidiary is unlisted and the issue takes the form of a rights issue to shareholders including the issuer. If the issuer does not propose to take up its rights, an arrangement must be made for the rights to be offered first to its shareholders so that they can avoid a material dilution of their effective percentage equity interests.
Options for cash
49. (1) Where options over securities, excluding executive and staff share schemes, are granted for cash, such options must be issued to all shareholders on the share register as on the business day immediately prior to the date of the grant of the listing in proportion to their shareholding in the listed company. Where this procedure is not to be adopted, the ZSEs consent should be obtained.
(2) The total number of options granted or issued may not, except in the case of a mineral company as defined in Part XIII, exceed 20 per centum of the listed company’s issued capital unless offered to all shareholders in proportion to their existing shareholdings.
50. (1) All listed companies are required to ensure that a minimum percentage of each class of securities is held by the public as provided in section 87 (main board listing criteria).
(2) If the percentage of a class of securities held by the public does not comply with the minimum spread requirements, the ZSE may suspend or terminate the listing of a company in accordance with Part II (authority of the ZSE) and allow the company a period of 90 days to restore the percentage, unless that is precluded by the need to maintain the smooth operation of the market or in order to protect investors.
(3) A listing will not generally be granted to any issue of securities that would reduce the percentage level of securities held by the public.
(4) If an issuer does not comply with the minimum spread requirements, any application to list new securities will be granted only if, as a result of the issue, the minimum spread requirements will be achieved as far as possible having regard to the size of the issue.
(5) The ZSE may, in its discretion, allow a reduction in the minimum spread requirements if it considers that such a reduction is in the best interests of the issuer and does not unduly prejudice investors, for example in a rescue situation, provided that an acceptable plan to regularise the position is submitted to the ZSE.
51. (1) An issuer must inform the ZSE, in writing, within seven business days of it becoming aware that the proportion of any class of listed securities in the hands of the public has fallen below the minimum spread requirements.
(2) An issuer must, in regard to its securities held by the public, disclose in its annual financial statements—
- (a) the number of members of the general public who hold securities in each class of its listed securities;(b) the percentages of each class of securities held by members of the general public and other persons; and(c) an analysis, in accordance with the categories set out in section 86 (1) to (3), of the disclosure for non-public securities holders.
SUB-PART E: COMMUNICATION WITH SECURITY HOLDERS
Prescribed information to be given to security holders
52. (1) An issuer must ensure that all the necessary facilities and information are available to enable holders of securities to exercise their rights and must, in particular—
- (a) inform holders of securities of the holding of meetings which they are entitled to attend;(b) enable the holders of securities to exercise their rights to vote, where applicable; and(c) publish notices in the press or distribute circulars in terms of the these rules.
(2) Where an issuer desires to distribute annual financial statements, circulars, notices of meetings of securities holders and proxy forms to holders of securities in electronic form, the issuer must amend its constitutive documents accordingly and obtain approval of the amendments from the holders of the securities.
ZSE Data Portal
53. All announcements that must be made in accordance with these rules must be submitted to the ZSE for publication on the ZSE Data Portal.
Submissions must be made in accordance with the Nineteenth Schedule (corporate actions and other regulatory information submission).
Such announcements must also be published in at least two national newspapers.
SUB-PART F: PUBLICATION
54. (1) All press announcements must be published in English in two national English language newspapers. Prior to publication, announcements must be submitted to the ZSE for approval in accordance with Nineteenth Schedule.
(2) Issuers must ensure that their press announcements are afforded proper regional coverage in accordance with the geographical spread of security holders.
Requirements for Circulars and pre-listing statements
55. (1) Circulars and pre-listing statements must be printed in English and distributed to all security holders.
(2) Where the ZSE considers it necessary, circulars printed in English may be translated into other officially recognised languages.
Transfer or receiving and certification office for other securities exchange
56. (1) All issuers must maintain a transfer or receiving and certification office in Harare or Bulawayo. Certification must be completed within 24 hours of receipt of transfer documents by the transfer office.
(2) An issuer that has, on application, been granted permission to list its securities on another exchange must ensure that the securities will be accepted for transfer without delay if presented in any of the centres in which they are listed.
(3) An issuer must obtain approval from its security holders and from the Exchange Control authorities where applicable to list securities on another securities exchange.
57. A proxy form must be sent, together with the notice convening a meeting of holders of listed securities, to each person entitled to vote at any meeting of the holders of listed securities.
Other classes of securities
58. If a circular or listing particulars or a press announcement is dispatched to the holders of any particular class of security, the issuer must dispatch a copy or summary of such document to the holders of all other listed securities in the issuer unless the contents of the document are irrelevant to them.
Communications with holders of bearer securities
59. If there is a need to communicate with holders of listed bearer securities, the issuer must publish a press announcement referring to the communication and giving an address or addresses from which copies of the communication can be obtained. Documents of title 60. The issuer must ensure that share certificates, electronic certificates and all other documents of title emanating from issuers must be sent by courier or by any other reliable means available, unless the documents exist in electronic form in which case they may be sent electronically to the owners thereof.
Temporary documents of title
61. (1) Listed companies must not introduce temporary documents of title without the approval of the ZSE, which approval shall be given upon their furnishing such information and documents as the ZSE may require.
(2) Issuers which have received approval in terms of subsection (1) may not place a time-limit on their acceptance of any temporary documents of title for the purpose of issuing definitive certificates.
(3) Issuers which have received approval in terms of subsection (1) must—
- (a) immediately, as soon as they are in a position to do so, cancel the share certificates or electronic certificates lodged with or issued by them, against which a temporary document of title has been issued; and(b) issue definitive share or electronic certificates within 21 days after presentation to them of the temporary documents of title duly signed and completed by the transferees.
(4) No listed company may charge for the registration or transfer of its securities in Zimbabwe.
62. An issuer must issue receipts for all securities lodged with it.
SUB-PART G: MISCELLANEOUS OBLIGATIONS
Redemption of listed redeemable securities
63. (1) A redemption of listed redeemable securities must be authorised and conducted in accordance with the listed company’s constitutive documents and the provisions of the Companies Act [Chapter 24:03].
(2) Unless the requirement of section 295(2) is waived, the issuer must send a circular containing the information set out in Part XII to holders of redeemable securities which must be redeemed.
(3) An issuer which is redeeming securities in accordance with subsections (1) and (2) must submit a written application to the ZSE for removal from the List of the securities to be redeemed as from a specified time and date.
Transfer from one section of the list to another section
64. (1) An issuer that wishes to be transferred from one section of the List to another section must submit a written application to the ZSE, stating the reasons for the proposed transfer.
(2) An application referred to in subsection (1) must give details, expressed in value and on a percentage basis, of the assets employed in and income derived from its activities and those of its subsidiaries.
(3) The application referred to in subsection (1) must be accompanied by a directors’ resolution authorising such transfer.
Listing and other fees
65. An issuer must pay the listing and other fees, including the annual charge for listing, as set out in Part XVIII, as soon as such payments become due and payable.
66. (1) If there are any changes to the composition of an issuer’s board of directors and executive management team, including—
- (a) the appointment of a new director, company secretary or chief financial officer or other person of similar responsibility;(b) the resignation, removal or retirement of a director; and(c) changes to any important functions or executive responsibilities of a director; the listed company must notify the ZSE, through a sponsoring broker, of such changes without delay and in any case not later than the end of the business day after obtaining knowledge of any such changes.
(2) The changes referred to in subsection (1) must be announced as soon as practicable and must be included in the company’s next publication of listing particulars, quarterly trading updates, interim report or annual financial statements. No such notification is required where a director retires and is re-appointed by a shareholders’ general meeting.
(3) All directors, other than executive directors, must retire by rotation at least once in every three years or as provided in the company’s articles. No more than 40 per centum of the directors may be appointed as executive directors.
(4) The notification required by subsection (1) must state the effective date of the change if it is not with immediate effect. If the effective date is not yet known or has not yet been determined, the notification should state this fact, and the company must notify the ZSE when the effective date has become known.
(5) An issuer must, in respect of any new director, submit to the ZSE a director’s declaration in the form specified in Twenty-first Schedule within 14 calendar days prior to the director’s appointment becoming effective.
(6) All directors of issuers must comply with these rules.
Dealing in securities: directors and employees of listed companies
67. (1) For the purposes of subsection (2), a reference to a director includes the company secretary, senior management and any other member of staff who has knowledge of the company’s performance or is involved in the preparation of the company’s financial results.
(2) In respect of securities relating to itself, an issuer must submit to the ZSE—
(3) Any notification required by subsection (1) must be submitted without delay and in any event not later than the end of business on the day following the receipt of the information by the issuer.
(4) An issuer must require each of its directors to disclose to it, insofar as that information is known to the director or could with reasonable diligence be ascertained by the director, all information which the company needs in order to comply with this section.
(5) The directors and employees are required to disclose to the company secretary of the issuer all information that the issuer needs to comply with subsection (2) and the issuer must advise each of its directors of their obligations to disclose all such information.
Any director or employee who deals in securities relating to the issuer must disclose to the issuer the information required by subsection (2) without delay, and in any event by no later than 24 hours after the dealing.
The issuer must in turn announce such information without delay and in any event by no later than 24 hours after receipt of such information from the director or employee concerned.
Clearance to deal
68. (1) A director or employee of an issuer may not deal in any securities relating to the issuer without the authority of the chairperson of the issuer’s board or the issuer’s company secretary or a director designated for that purpose.
(2) A director or employee of an issuer may not be authorised to deal in any securities relating to the issuer during—
- (a) a closed period; or(b) any period when there exists any matter which constitutes unpublished price-sensitive information in relation to the issuer’s securities.
(3) Dealings by a director or employee of an issuer during periods stated in subsection (2) will attract a fine stipulated in Twenty-sixth Schedule.
(4) A written record must be maintained by the issuer of any notification of dealings by a director or employee pursuant to subsection (2) and of any authority given. Written confirmation from the issuer that such notification and authority, if any, have been recorded must be given to the director or employee concerned.
Changes in auditors
69. (1) An issuer must give written notice to the ZSE of—
- (a) the termination of the appointment of its auditors; or(b) the resignation of its auditors.
(2) The notice in terms of subsection (1) must ––
- (a) be given without delay and in any case not later than the end of the business day following the decision to terminate the appointment or after receipt of the auditors’ notice of resignation;(b) state the effective date of the termination or resignation unless the termination or resignation is instantaneous;(c) be accompanied by a letter from the auditors stating the date of termination and the reasons for the termination or resignation, as the case may be.
(3) The ZSE may, in its discretion, require the company to publish an announcement to its shareholders advising them of the termination of the auditors’ appointment or their resignation and of the reasons for the termination or resignation.
(4) The annual financial statements for the year in which the termination or resignation took place must state that the auditors’ appointment was terminated or that the auditors resigned and the reasons for the termination or resignation.
(5) An issuer may only appoint as its auditor and reporting accountants an audit firm, or an individual auditor and reporting accountant who is a member of the Public Accountants and Auditors Board.
(6) Issuers must change their audit partners every five years and their audit firm every ten years. The name of the individual partner signing on behalf of the audit firm must be included in any report issued by the firm in connection with the issuer.
SUB-PART H: CONTINUING OBLIGATIONS COMPANIES QUOTED ON ANOTHER SECURITIES EXCHANGE
70. Issuers whose securities are listed on another securities exchange must ensure that equivalent information is made available at the same time to the market of every exchange on which its securities are listed unless that is prohibited by the rules or requirements of any such securities exchange.
Information to be processed by the ZSE
71. Issuers must ensure that information which they provide to the ZSE is the same as that which they provided to other parties, such as transfer secretaries.
Disclosure of beneficial interests in securities
72. Issuers must publish the beneficial interests of directors and major shareholders in their annual financial statements as required by Part IX.
73. (1) In addition to complying with Part IX, listed companies must comply with the corporate governance principles set out in this section, regardless of which code they have selected in terms of subsection (1), and must disclose such fact in their annual financial statements.
(2) An issuer must have a policy on the procedures for appointments to the board. Such appointments must be formal and transparent, and a matter for the board as a whole, assisted where appropriate by a nomination committee. The nomination committee must be made up of non-executive directors only, of whom the majority must be independent.
(3) An issuer must have a policy showing a clear division of responsibilities at board level to ensure a balance of power and authority, so that no single individual has unfettered powers of decision making.
(4) The chief executive officer of an issuer must not also hold the position of chairperson of the board of directors and may not be elected chairperson of the company’s board of directors within two years after leaving the post of chief executive officer.
(5) All issuers must appoint the following committees of their boards, namely—
- (a) an audit committee;(b) a nomination committee;(c) a remuneration committee; and(d) a risk committee; and must disclose in their annual financial statements the composition of the board and such committees and give a brief description of their mandates, the number of meetings held and other relevant information, including—
- (i) a brief Curriculum Vitae of each director standing for election or re-election at a general meeting; and(ii) the capacity of each director, categorised as executive, non-executive or independent in accordance with subsection (7).
(6) The determination of which category is most applicable to each director should be based on the following guidelines—
- (a) executive directors are those directors who are involved in the day-to-day management and running of the business and are on full time employment of the company or any of its subsidiaries;(b) non-executive directors are those directors who are not involved in the day-to-day management of the business and are not on full-time employment of the company or any of its subsidiaries;(c) independent directors are those non-executive directors who—
- (i) are not representatives of any shareholder on the board;(ii) have not been employed in any executive capacity for the preceding three financial years by the company or the group of which it currently forms a part;(iii) are not members of the immediate family of any person who is or has been, in any of the past three financial years, employed by the company or the group in an executive capacity;(iv) are not professional advisers of the company or the group, other than in the capacity of directors;(v) are not material suppliers or customers of the company or group;(vi) have no material contractual relationship with the company or group; and(vii) are free from any business or other relationship which could be seen to interfere materially with the individual’s capacity to act in an independent manner.
(7) The audit committee of an issuer must set the guidelines for recommending the use of external auditors for non-audit services.
(8) Independent directors must be the majority on the board of directors of an issuer.
(9) The chairperson of the board of an issuer must be an independent director.
(10) The appointment of the board chairperson and the Chief Executive Officer of an issuer must be done by the Board.
Liquidation and corporate rescue
74. (1) In the event of an issuer being placed, or making application to be placed, under corporate rescue or liquidation, whether voluntary or compulsory, provisional or final, the issuer must immediately notify the ZSE of that fact.
(2) Where an issuer fails t