SOUTH AFRICA Law and Practice Contributed by: Michael Katz, Matthew Morrison, Madison Liebmann and Sinovuyo Damane, ENS
The Commission has issued Public Interest Guidelines which provide further clarity on the approach that it will adopt when assessing public interest provisions. Amendments to the JSE Listings Requirements The JSE has recently embarked on a simplification project, which culminated in significant amendments to the JSE Listings Requirements. The new JSE List - ings Requirements came into effect on 13 January 2026 for new listings and 16 February 2026 for exist - ing issuers. Key amendments include the shareholder approval threshold for issues for cash being reduced from an ordinary resolution requiring at least a 75% major - ity of votes to only requiring a simple majority. The shareholder approval threshold for repurchases (gen - eral and specific) has been amended from the previ - ous 75% threshold to requiring an ordinary resolution. Further, there has been a removal of the requirement for a fairness opinion for related party issuances and repurchases. The independent members of the board will, however, be required to express an opinion on whether the transaction is fair to shareholders. Amongst other amendments to the JSE Listings Requirements in 2024, one of the pivotal amendments was the introduction by the JSE of the Market Seg - mentation Project, which introduced two segments to the JSE’s main board, namely the prime segment and the general segment. This new structure offers regulatory relief to issuers by offering regulation that is tailored to the size and liquidity of issuers. In addition to segmentation, there is now a shorter track record for fast-track secondary listings. Previously, an issuer could only qualify for a fast-track 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 to 12 months. These amendments are incorporated into the
to drive efficiency in M&A transactions, for example in due diligence investigations. While there have been no specific regulatory developments in South Africa to regulate the use of AI in M&A transactions, a central consideration has been the ethical use and disclosure of AI usage, including but not limited to client confi - dentiality protections. 3.2 Significant Changes to Takeover Law Amendments to the Companies Act See the discussion on the Amendment Act and the Second Amendment Act in 3.1 Significant Court Decisions or Legal Developments for the amend- ments to the Companies Act. New Resolution Regime for Designated Institutions The Financial Sector Laws Amendment Act, 2021 (FSLAA) has amended the Financial Services Regula - tion Act, 2017 (FSRA) to introduce a new resolution regime applicable to designated institutions, which include banks and other systemically important finan - cial institutions. In terms of these amendments, the SARB is the responsible authority for managing the resolution procedure and has therefore been granted an extremely wide range of powers, including the power to make a written recommendation to the Min - ister to place a designated institution in resolution. The introduction of this resolution framework has important consequences for M&A in the financial sec - tor and especially in distressed sale or restructuring scenarios. For example, according to Section 166S of the FSRA, if the SARB determines that it is necessary for the orderly resolution of a designated institution in resolution that the designated institution enter into a particular transaction, it may do so despite any law or agreement that would otherwise prevent or restrict it from doing so. To give effect to this amendment, the FSLAA has amended the Companies Act so that Sec - tions 112, 113 and 114 (ie, the fundamental transac - tions) will not apply if Section 166S applies. Competition Commission Pre-merger Filing Consultation Guidelines The Competition Commission issued the final Guide - lines on pre-merger filing consultation on 13 Febru - ary 2026. These guidelines codify a framework for the informal, voluntary and confidential pre-merger filing
new JSE Listings Requirements. Artificial Intelligence and M&A
Although not strictly a legal development, there has been a rise in the use of artificial intelligence tools in M&A transactions in 2025, both globally and in the South African context. AI tools are mainly being used
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