Securities and Exchange (Self-Listings Rules for Exchanges) (Amendment) Rules, 2025 (No. 1)

These rules, made by the Securities and Exchange Commission of Zimbabwe and approved by the Minister of Finance, amend the Securities and Exchange (Self-Listings Rules for Exchanges) Rules published as S.I. 147 of 2024.

The definition of "associate" is widened to include any company which, alone or with associates or other persons, may exercise more than 50 per cent of the voting rights in any class of the exchange's issued shares, may determine the appointment of a majority of its directors, or holds shares whose nominal value exceeds half the nominal value of all the exchange's issued shares.

Section 3(1) is replaced. Where an exchange wishes to list on its own exchange or on another exchange that is its associate, or where an associate wishes to list on an exchange that is its associate, the Commission itself adopts the rules and exercises the functions of the exchange on which the listing is sought, for the purposes of complying with section 63(2a) of the Act.

The point is to remove the conflict of interest in self-listing: an exchange cannot vet its own listing, or that of a company it controls or that controls it, so the regulator takes over the listing authority function for that transaction.