Banking (Victoria Falls International Financial Services Centre) (Victoria Falls Stock Exchange Membership, Listing and Trading) Rules, 2026

This is the VFEX rulebook — over 400 rules covering membership, listing, continuing obligations and trading at the Victoria Falls Stock Exchange. The headline numbers are in the main board listing criteria.

To list on the main board an applicant needs subscribed capital of US$3 million (including reserves and intangibles but excluding minority interests and revaluations not supported by an independent valuation from the past six months), at least 10 million equity shares in issue, and a satisfactory profit history for the preceding five financial years where applicable. At least 30% of each class of equity shares must be in public hands unless the VFEX agrees otherwise, and where there was a private placement before the IPO at least 20% of total issued shares must be offered to the public. There must be at least 50 public shareholders for equity shares, 25 for preference shares and 10 for debentures, and the spread must be maintained continuously.

Who counts as "public" is defined tightly: not directors or their associates, not employee share schemes or pension funds for directors and staff, not anyone with the right to nominate a director, not anyone beneficially interested in 10% or more of the class, and not employees subject to trading restrictions. Fund and portfolio managers holding 10% or more across several funds are treated as public provided each fund holds under 10% and they are not acting in concert.

Every issuer must appoint a sponsor, and sponsors carry real responsibility for applications, directors, financial reporting procedures, profit forecasts and working capital statements, with the VFEX able to take action against a sponsor directly. Continuing obligations cover immediate disclosure of material price-sensitive information, interim and annual financial statements with procedures where an issuer fails to publish, equality of treatment and pre-emption rights between security holders, shareholder spread, dealing and clearance rules for directors and employees, changes of auditors, and corporate governance.

The exchange can censure, suspend unilaterally or on request, terminate a listing, remove redeemable preference shares or debentures, and apply fines. Acquisitions and disposals are categorised by percentage ratios with escalating requirements from Category 3 to Category 1 and a reverse take-over regime; related party transactions require consultation with the VFEX and a circular.

What marks these rules out is the range of issuer types they anticipate: mineral companies split into exploration and mining with competent persons' reports, special purpose acquisition companies, digital asset issuers of tokenised securities, green and impact issuers, infrastructure investment vehicles, property companies and property unit trusts, pyramid companies, redevelopment entities, an industrial development-stage sector, bond issuers, real estate investment trusts, investment entities and depositary receipts including non-issuer sponsored programmes. Dual and secondary listings by foreign companies get their own Part.

Fees — listing, annual listing, documentation, ruling, sponsor and authorised adviser fees, plus additional listing fees and annual sustaining and inspection fees — are all set in the Twenty-Seventh Schedule and their amounts are not stated in the body of the rules.

At over a million characters this is one of the longest instruments GIST tracks; this summary covers the listing thresholds and the architecture. Anyone acting on a specific transaction should read the relevant Part in full.