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Investor Education

Company listings on the Johannesburg Stock Exchange

 

By Peet Serfontein and Chantal Marx

There are four ways in which a company can list on the Johannesburg Stock Exchange (JSE):

  • By Introduction: A company typically lists in this way when it does not need to raise capital and has a sufficiently wide public spread of shareholdings. It is the quickest and cheapest means of listing, as there is no offer to the public and minimum formalities are required. Many companies who are seeking a secondary listing on the JSE (having their primary listing elsewhere) will opt to list by introduction. Recent examples are the secondary listing of Primary Health Properties (PHP) in October 2023 and the unbundling of Rainbow Chickens to RCL Foods shareholders in July 2024.
  • Initial Public Offering (IPO): Here members of the public are invited to subscribe for shares in a company. This can either be new shares, in which case the proceeds accrue to the company, or existing shares, in which case the proceeds accrue to the shareholders selling their shares in the company. A recent example is the IPO and listing of Premier Group in December 2022.
  • Private Placement: This is like an IPO but the invitation to subscribe is limited to certain entities only. Members of the public may still be able to subscribe but this will have to be facilitated by a retail broker that has been invited to participate. A recent example is the private placement and listing of WeBuyCars shares in April 2024.
  • Special Purpose Acquisition Company (SPAC): The purpose of a SPAC listing is to facilitate a capital raising process for an entity to be able to acquire assets and construct a viable listed company. This process consists of two steps, the first being the initial admittance of the issuer, while the second step consists of the issuer finding and acquiring viable assets. Viable assets would be assets that would, once acquired, cause the SPAC to comply with the entry criteria of the JSE. A recent example is the listing of Cilo Cybin in April 2024.

Why do companies list on the JSE?

There are five main reasons why a company will list on the JSE:

  • Funding: It is often cheaper to raise equity capital rather than to rely on debt finance, to fund the expansion of a company's business either by investing in the existing business or by making acquisitions. The company can then also issue shares to pay for an acquisition instead of other funding like debt or cash. A listing may also better enable the company to obtain other forms of finance, such as bank loans, because its financial information and actions will be subject to the JSE and public scrutiny.
  • Attaching a market value to the company and liquid market access: A listing will better enable the existing shareholders to adequately value their stake in a company and to realise (sell) all or part of their shareholdings.
  • Employee incentives: A listing may better enable the company to attract and maintain good employees. It can also introduce or enhance a share incentive scheme that could help with the retention of staff and provide them with a market to realise value from their share compensation.
  • Unlocking value: Some companies are listed on the JSE after previously being part of a bigger entity as a means of "unlocking" value for shareholders of the original entity. The motivation may be to raise capital, simplify a business, or pursue separate growth strategies of the separate businesses.

The listing process in depth

The journey from a privately held company to a publicly listed entity is a complex and time-consuming process. Central to this journey is the role of underwriters or book runners , the financial institutions that act as intermediaries between the company and investors. These institutions possess deep expertise in capital markets and possess extensive networks of institutional and retail investors.

Their responsibilities encompass a wide range of activities, including providing strategic advice to the company, conducting due diligence, valuing the business, structuring the listing, and building investor interest. These institutions will typically commission research on the company being listed and sell-side analysts will embark on roadshows (typically for about a week), after which the management teams and underwriters/book runners will embark on a separate roadshow to present the company to potential investors (typically over a two-week period). These presentations provide an opportunity for dialogue and feedback, allowing the underwriters/ book runners to gauge investor sentiment and refine the offer if necessary.

The prospectus or pre-listing statement is then released. This is a comprehensive document providing detailed information about the company being listed. It serves as a primary source of information for most investors and is subject to stringent regulatory scrutiny. The prospectus must disclose material information about the company's business, financial condition, risk factors, and management team.

After the prospectus is released, invited investors will have about 10 ten business days to apply to participate in the listing (in the event of an IPO, private placement, or SPAC listing). After the offer closes, they will be provided an allocation of shares that can either match their application or can be less than their application if the offer receives more interest than what is required by the company (in other words it is oversubscribed).

Once the company lists, its shares will be publicly tradeable on the JSE. The first few days of trading is often characterised by significant price volatility as investors adjust their positions and new market participants enter the scene.

Investor considerations and pitfalls

Investing in new listings is fraught with challenges and requires a disciplined approach. One of the most common pitfalls is succumbing to the hype surrounding a highly-anticipated listing. Media coverage and analyst enthusiasm can create a sense of euphoria, leading investors to overpay for shares. It is essential to conduct thorough due diligence and avoid making investment decisions based on emotion rather than fundamentals.

Another common mistake is focusing solely on short-term gains. New listings are inherently volatile, and stock prices can fluctuate significantly in the early trading days. Investors who succumb to the temptation to sell quickly may miss out on the long-term potential of the company. A patient, long-term perspective is often rewarded.

Economic conditions play a crucial role in shaping the market. Periods of economic expansion and low interest rates tend to be more conducive to listing activity, as companies can access capital more easily and investors have a greater appetite for risk. Conversely, economic downturns and rising interest rates can dampen investor sentiment and lead to a decline in listing activity.

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