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The economy of South Africa is the largest of all the economies of Africa. It accounts for 24% of Gross Domestic Product in terms of PPP & is ranked as an upper-middle income economy by the World Bank. South Africa has an advantage in the production of agriculture, mining and manufacturing. It has shifted from a primary and secondary economy in the mid 20th century to an economy driven primarily by the tertiary sector in the present day which accounts for an estimated 65% of GDP or $230 billion in nominal GDP terms. The countrys economy is diversified with sectors including mining, agriculture and fishery, vehicle manufacturing , food-processing, clothing and textiles,
telecommunication, energy, financial and business services, real estate, tourism, transportation, and wholesale and retail trade. The unemployment rate is over 25% which is very high & there is limited access to economic opportunities and basic services by poor people. The high levels of unemployment and inequality are accepted by the government and these issues, and others linked to them such as crime have a negative effect on employment. Crime is considered a major or very severe constraint on investment by 30% of enterprises in South Africa, putting crime among the 4 most frequently mentioned constraints. South Africa, has struggled through the late 2000s recession, and the recovery has been largely led by private and public consumption growth, while export volumes and private investment have yet to fully recover. The long-term potential growth rate of South Africa under the current policy environment has been estimated at 3.5%. Per capita GDP has been growing by 1.6% a year from 1994 to 2009, & by 2.2% over the 200009 decade.
HISTORICAL STATISTICS This is a chart of the trend of South Africa's gross domestic product at market prices estimated by the International Monetary Fund: Table 1.1 GDP, USD US Dollar Exchange Unemployment billion 80.547 57.273 111.998 151.117 132.964 246.956 363.655 510.937 in early January 0.8267 Rand 2.0052 Rand 2.5419 Rand 3.5486 Rand 6.1188 Rand 5.6497 Rand 7.462 Rand rate 9.2 15.5 18.8 16.7 25.6 26.7 24.9 22.8 Per Capita
Year 1980 1985 1990 1995 2000 2005 2010 2015 (f'cast)
Income, % of USA 22.6 9.8 13.1 13.2 8.5 12.4 15.5 18.0
FINANCIAL MARKET
Financial Market can be classified into different categories depending on the characteristic of the market or instrument used to create categories. Securities created by institutions in the markets normally pay an interest on the nominal amount (the amount shown on the certificate or contract). The interest-bearing securities market is split into the money market and the capital market, based on the term to maturity (the term left to redemption of the debt) of the securities.
The capital market is the market for the issue and trade of long-term securities.
When goods such as financial instruments are traded in a market, there are certain differences between transactions done in these markets. The differences in transactions in the financial markets can be categorised in different categories, two of which are the following:
The timing difference between the closing of the transaction and the delivering of the goods or settlement of the transaction
The difference in certainty that the other party will honour the transaction.
In the spot market, the closing of the transaction and the delivery of the goods take place simultaneously or within a short-term time span prescribed by the specific market. Uncertainty about delivery from the other party is very limited otherwise no transaction would take place. The forward market is the market where a transaction is closed in the present, and the settlement of the transaction and the delivery of goods are in the future. The delivery date and the price are determined at the closing of the transaction. Because of the time lapse between the closing and the settlement of the transaction, the risk that one of the parties might not be able to deliver at the settlement date is higher than in the spot market.
The futures market is similar to the forward market, except that in the futures market, the risks of settlement and quality of the product are addressed. The same transaction as in the forward market would be closed, with the addition of the standardisation of the amount of goods, the quality of the goods and guarantee (by an exchange) of the payment of the price and delivery of goods or cash settlement of the difference. MAJOR INSTITUTIONS IN THE SOUTH AFRICAN FINANCIAL MARKETS A sophisticated financial services sector consisting of lenders, borrowers, financial intermediaries, financial instruments and financial markets, has different institutions participating in these markets. Certain intermediaries in the financial markets take on deposits as principal. These intermediaries are called deposit-taking intermediaries. intermediaries are:
Examples of such
South African Reserve Bank (SARB) (deposits from selected clients) Private banks Land and Agricultural Bank SA Post Office Limited.
There are other intermediaries operating in the market, who only manage funds on behalf of clients as an agent for the client. They do not take on deposits, but bring together the borrower and lender with similar needs regarding amount, term and rate of the transaction. Such an intermediary is called a non-deposit-taking intermediary. Examples of these intermediaries are:
Other institutions and interest groups in the market do not participate in the trading of instruments as principal traders but perform functions such as supervision of
activities, regulation of the markets, provision of trading facilities, etc. these institutions and groups are:
Examples of
The Johannesburg Stock Exchange The South African Futures Exchange The Bond Exchange of South Africa The Supervision Department of the SARB The Financial Services Board.
SOUTH AFRICAN RESERVE BANK The South African Reserve Bank (SARB) performs all central banking functions. The SARB is independent and operates in much the same way as Western central banks, influencing interest rates and controlling liquidity through its interest rates on funds provided to private sector banks. Quantitative credit controls and administrative control of deposit and lending rates have largely disappeared. South African banks adhere to the Bank of International Standards core standards. One of the functions of the SARB is to co-operate with the Ministry of Finance in formulating and implementing monetary and exchange rate policy. The SARB also
acts as banker to the government and other banks and thus plays an important role in the markets as decisions concerning interest rates of the SARB affect all institutions in the market. Other important functions of the SARB include:
Issuing of bank notes and coins Supervising the countrys gold and foreign exchange reserves. function it plays an important role in maintaining a stable exchange rate In this
Supervising registered banks Settlement of claims and payments between banks Lender of last resort for the banks.
FINANCIAL SERVICES BOARD The Financial Services Board (FSB) is the government of South Africa financial regulatory agency responsible for the non-banking financial services industry in South Africa. It is an independent body that supervises and regulates the financial services industry in the public interest. This includes the regulation of the biggest stock exchange in Africa the Johannesburg Stock Exchange. The functions of the Financial Services Board The Financial Services Board (FSB) was constituted by the Financial Services Board Act, 97 of 1990 (the Act). The functions of the board are: 1) To supervise the compliance with laws regulating financial institutions and the provision of financial services;
2) To advise the Minister on matters concerning financial institutions and financial services, either of its own accord or at the request of the Minister; and 3) To promote programs and initiatives by financial institutions and bodies representing the financial services industry to inform and educate users and potential users of financial products and services. The FSB is a unique independent institution established by statute to oversee the South African non-banking financial services industry in the public interest. The FSBs mission is to promote sound and efficient financial institutions and services together with mechanisms for investor protection in the markets. The executive officer of the FSB is the Registrar of Pension Funds, Registrar of Friendly Societies, Registrar of Long-Term Insurance, Registrar of Short-Term Insurance, Registrar of Stock Exchanges, Registrar of Financial Markets, Registrar of Collective Investment Schemes and the Registrar of Financial Services Providers. Of importance is that the FSBs purpose is to serve the public interest, not the private interests of market participants.
Structure of the FSB The FSB is governed by a Board of eight members. It performs its functions through its various departments. The FSB supervises such institutions and services in terms of 16 Parliamentary Acts, which entrust regulatory functions to the Registrar of Longand Short-term Insurance, Friendly Societies, Pension Funds, Collective Investment Schemes, Capital Markets (Stock Exchanges and Financial Markets.) Those functions resort in the office of the Executive Officer acting with other members of the executive and heads of the various departments The FSB regulates the following industries: 1) Insurers Short term Long term Re-insurers: short and long-term Lloyds Correspondents Other Credit agents
2) Friendly Societies
4) Collective Investment Schemes Collective investment schemes in securities other than property shares (Management companies Portfolios) Collective investment Portfolios) Collective investment schemes in participation bonds Declared collective investment schemes Foreign collective investment schemes schemes in property (Management companies
Members of (SAFEX) South African Futures Exchange Members of BESA (Bond Exchange of South Africa)
6) Financial Intermediaries and Advisers Investment managers Linked investment service providers Insurance brokers Other financial services intermediaries
7) Insider Trading
8) Nominee Companies To the extent that nominee companies are required to be approved in terms of legislation supervised by the FSB
Negotiable Certificates of Deposit Instruments Paying Interest Govt. Stock & Short-Term Interest Rate Instruments Bankers Acceptance Treasury Bills Commercial Papers Land Bank Bills Zero - Rated Cupon Bonds Capital Market Asset - Backed Bonds Main Board Johannesburg Stock Exchange AltX
Money Market
Financial Market
Bond Market
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Negotiable Certificates Of Deposit (NCDs) This is a certificate issued by a bank for a deposit made, attracts a fixed rate of interest that payable with the amount. NCDs are issued in multiples of R1 million. The name of the owner does not appear on the document as it is bearer. The NCD will contain the name of the issuing bank, date of issue, date of redemption, amount of the deposit, maturity value, annual interest rate paid on the deposit. Current Rates of NCDs (as on 06-12-2012) Time Period 3 Months 6 Months 12 Months Closing Rates 5.13 5.38 5.55
Government Stock and Other Short-Term Interest Rate Instruments These instruments are normally issued for long-term periods with more than one interest payment. Bankers' Acceptances It was invented to suit the needs of a party requiring temporary finance to facilitate the trading of specific goods. The party needing would approach investors, the investors or lenders would then lend in exchange for a document stating that the debt would be paid back on a certain date in the short-term future. The amount paid back by the borrower would have to be more than the amount advanced by die lender. The difference is known as the discount on the nominal amount. A bank acceptance can be described as an unconditional order in writing, addressed and signed by a drawer, to a bank which signs and becomes the acceptor, promising to pay a certain amount of money at a fixed date, to the bearer or holder of the document.
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Commercial Paper and Other Discount Instruments It refers to short-term unsecured promissory notes issued by corporate companies with a high credit rating. These are also issued on a discount basis such as BAs. The risk involved will be higher than that of Bas as it is unsecured, so the issuing institution must be financially strong and sound. These instruments would be issued and traded at a higher discount. Treasury Bills Treasury Bills are short-term debt obligation of the central government of South Africa and are allotted through auction. The South African Reserve Bank has 91 day, 182 day, 273 day and 364 day Treasury Bills. They are issued on tender basis. Current Tender Rates (as on 06/12/2012) No. of Days of TB 91 day 182 day 273 day 364 day Tender Rates 4.93 5.00 5.00 4.90
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CAPITAL MARKET
Introduction The capital market is the market for the issue and trading of long-term securities. The term in this instance is measured as the term to maturity of the security and in order to be classified as a capital market instrument, the term to maturity should be longer than 3 years. During the trading of these instruments, the securities traded are informally classified into short-term, medium-term and long-term securities depending on their term to maturity. Where the term to maturity of the instrument is up to five years, the security is classified as a short-term capital market instrument. Where the term to maturity is five to ten years, the security is classified as medium term, and where the term to maturity is more than 10 years, the security is known as long-term. The primary market is the market for the first issue of securities. This issue is
normally done by means of a public issue or by private placement. The secondary market is the market for trading securities once they have been issued. The secondary market has a big influence on the issues in the primary market, as the market rate is determined in the secondary market. Issues in the primary market at below market rate, determined in the secondary market, would be issued at a discount on the nominal value of the instrument. If the volumes traded in the secondary market are high it could be an indicator that an excess of long-term money is available in the market, and it may thus be an opportune time to issue new securities into the market by means of the primary market. Therefore, if the liquidity in the secondary market is high, chances are that new issues would be more successful than in an illiquid market. Instruments Instruments issued and traded in the capital market in South Africa have certain characteristics like: term to maturity, interest rate paid on the nominal value, interest payment dates, nominal value of issue. Following are the instruments:
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1) Interest Rate Securities The interest paid on the nominal amount of capital market securities (called the coupon rate) appears on the certificate received by the holder (the investor) of such a security. Most securities are issued at a fixed coupon rate such as the Eskom 168 (E168) security that is issued at a coupon rate of 11%. Certain securities are, however, issued at a variable coupon rate,
where the coupon rate is then linked to a well-known interest rate such as the prime overdraft rate or the 90-day BA rate. Capital market securities are physical certificates and the issuer of the security keeps a register of owners. This register is used by the borrower to pay interest to the lender on the interest payment dates indicated on the certificate. 2) Zero-Rated Coupons Long-dated zero-rated coupons are capital market instruments issued by borrowers of money. These instruments do not earn interest on the capital amount invested by the lender, and are therefore issued and traded at a discount on the nominal value, similar to discount instruments in the money market such as BAs and treasury bills. Yield on zero-rated coupon bonds is normally linked to the market rate on long-term investments. 3) Asset-Backed Bonds A bond can be issued to fund this asset where an asset represents cash inflow stream such as a normal loan or investment. The bond income is then derived or backed by the income stream of the asset.
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To ensure operational excellence and the effective management of risk while driving innovation and market best practise; and
HISTORY OF STRATE: Equities: The successful introduction of the Johannesburg Equity Trading (JET) system in the 1990's highlighted the deficiencies in the JSE's paper-based settlement system. STRATE was introduced to the market to facilitate the dematerialisation and electronic settlement of the equities market. Shares were no longer traded on an open-outcry trading floor and this contributed to a massive leap in the number of trades each day. Back-office support services were incapable of handling this increase in daily transactions efficiently in a paper-based environment. The transition to an efficient electronic settlement system has increased market activity and has improved the international perception of the South African market by reducing settlement and operational risk in the market, increasing efficiency and ultimately reducing costs. Accordingly, by heightening investor appeal, STRATE enables South Africa to compete effectively with other international markets, and not just those of emerging markets. Bonds: Prior to the 1990s, bond trading in South Africa took place via a trading floor or a screen and telephone system with both parties agreeing on prices and amounts to be bought and sold. With the growth in turnover and value, settlement risks also grew. In 1989, the bond market participants (consisting of banking groups, large issuers, stockbrokers and a number of major financial institutions and intermediaries) formed a voluntary association called the Bond Market Association (BMA) to facilitate the development of a self-regulated bond market exchange. That same year, the major clearing and bond settlement banks and the Reserve Bank created UNEXcor with the express purpose to develop an electronic settlement system using a CSD. The same shareholders got together to form CD Limited in 1991. In May 1994, UNEXcor was appointed as the Clearing House for the South
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African bond market. The first full electronic settlement through UNEXcor and CD took place on 26 October 1995. In 2003, UNEXcor merged with STRATE to become South Africas only CSD. MONEY MARKET: An initiative was established by a number of market participants to address the electronic settlement of money market securities. The Money Market Forum was established and a Blue Print was issued in 2002 for the dematerialisation of money market securities. UNEXcor was awarded the system development contract and following the STRATE/UNEXcor merger, STRATE assumed the responsibility for the delivery of this project. In conjunction with extensive market consultation, STRATE developed the Business Requirement Specification documents. Tata Consultancy Services (TCS) was employed on behalf of STRATE to develop the code for the project. Successful market scripted testing of Version 1 was completed in October 2008 and Rand Merchant Bank issued the first electronic security to STRATE via FirstRand Bank in November 2008. In April 2009 the Money Market Securities System code enhancements were effected and market participants commenced testing immediately thereafter. The South African market implemented the electronic settlement of newly issued money market securities in the latter half of 2009. FEATURES AND BENEFITS The features and benefits of STRATE emerge from the variety of advanced, technological features and business principles incorporated in STRATEs underlying software, South African Financial Instruments Real-time Electronic Settlement system (SAFIRES) for equities, and the Bonds and Money Market System for these securities respectively. SAFIRES is an adaptation of the Swiss Settlement system, SECOM, which has been providing investors with secure and efficient settlement since 2000. The features of STRATEs systems are numerous and each provides a very significant, risk-reducing benefit to the South African financial market.
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ELECTRONIC CUSTODY OF SECURITIES Shareholding is recorded electronically by each of the Participants and collated at a Participant level within STRATE for equities and bonds. In the money market environment the custody of shares occurs in a Securities Ownership Register (SOR). These electronic records provide issuers with the register of investors for the dematerialised portion of their register. The records of the Participants are reconciled daily with the records kept by STRATE, where the total balance of dematerialised securities is kept. Investors receive regular statements which take the place of share certificates. This is in direct contrast to the paper settlement environment where risks of lost, forged or stolen documents abound. Naturally, the costs associated with the replacement of such documents are also eliminated under STRATE. SECURITY OF STRATES SYSTEMS The electronic record of shareholding in STRATE is subject to extensive controls. This is thanks to the sophisticated encryption and authentication in the coding of the software where the security of the electronic records has never been compromised. Furthermore, STRATE utilises the renowned Society for Worldwide Interbank Financial Telecommunications (SWIFT) network for the relay of electronic information. SWIFT is a network owned by the major banks in the world and therefore the provider of choice for all major financial institutions, globally. This is one of the most secure network in the world with consistent 99% up-time since its inception. As one of the highest users of the SWIFT network globally, STRATE also provides SWIFT network services to other financial institutions and large corporates in South Africa. This provides a cost effective mechanism for them to utilise the SWIFT network without having to contract directly with SWIFT. ELECTRONIC SETTLEMENT OF TRANSACTIONS At the point of settlement, the electronic records are updated real-time via book entry. Settlement via book entry is both secure and efficient. It is no longer
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necessary for the seller to submit his share certificate to his broker for further submission to the Transfer Secretary who issues a new certificate in the name of the buyer. This manual process was risky, administratively burdensome and time consuming. ROLLING SETTLEMENT Rolling settlement refers to a settlement environment in which transactions (securities and funds) become due for settlement a set number of business days after trade. In South Africa, rolling settlement has been introduced on a T+5 basis for equities, a T+3 basis for bonds and a T+0 basis for money market securities (where T= trade date). Rolling settlement represents a significant departure from the account period methodology employed in the past by the equities market whereby trades of any given week were settled from Tuesday of the following week. Investors know when their trade will settle and can plan/ budget accordingly. The account period methodology of the paper-based settlement environment operated on an indefinite basis; some transactions remained unsettled for months. As every day is a trading day, under STRATE every day is also a settlement day. CONTRACTUAL SETTLEMENT Investors obtain the assurance that their transactions settle on the specified settlement day. The appropriate cash and securities accounts are debited/ credited on settlement day and the risk of delayed settlement and loss of earnings is significantly reduced. SIMULTANEOUS (SFIDVP) STRATE is proud to be amongst the CSDs to have achieved true Simultaneous, Final, Irrevocable, Delivery versus Payment (SFIDvP) in Central Bank funds. This has been achieved with the use of the Continuous Batch Processing Line (CBPL) functionality for equities, the Continuous Processing Line (CPL) for bonds and the Real-Time Line (RTL) for money market securities in the National Payment System at the Central Bank. FINAL IRREVOCABLE DELIVERY VERSUS PAYMENT
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In terms thereof, payment obligations must be provided for in the South African Multiple Options System (SAMOS) system before the settlement run can be commenced. With the implementation of a netting model for on-market equities transactions, settlement efficiency within STRATE has been maximised through netting of securities at Safe Custody Account (SCA) level and funds at Participants level. Further efficiencies are provided to the market through a gross settlement model for bonds and money market securities. CONNECTIVITY THROUGH SAMOS In 1998, the South African Reserve Bank granted STRATE permission, to integrate its settlement processing directly with their own SAMOS system. The main benefit that SAMOS brings to the South African financial markets is that it provides for final and irrevocable payment. Similarly, STRATE provides the investor with contractual settlement and finality of ownership transfer for all instruments settled. By synchronising securities ownership transfer through STRATE with cash payment through SAMOS, the market is able to provide local and international investors with SFIDvP, as explained above. SAMOS provides for final and irrevocable payment settlement, while STRATE provides the investor with real-time settlement and finality of ownership transfer. By making the SAMOS settlement infrastructure available for the settlement of financial market transactions, the Reserve Bank has greatly boosted the capability and competitiveness of the South African financial markets. The interdependence of these two systems is in line with the worldwide drive towards consolidation and the resultant economies of scale. ACCURACY OF THE REGISTER The electronic register is updated on a T+5 basis for equities, a T+3 for bonds and T+0 basis for money market securities when the simultaneous transfer of securities and funds takes place. This means that all trades are reflected on the register of investors for dematerialised securities in the STRATE environment as there are no outstanding securities transactions.
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Listed companies wishing to obtain an accurate record of their investors find themselves in a far more efficient position in the STRATE environment. ELECTRONIC EXECUTION OF CORPORATE ACTIONS STRATE executes all Corporate Actions events for the market, many of which are processed electronically. The benefits of STRATEs Corporate Actions model cannot be underestimated given the significant risk reduction and cost savings in the Corporate Action arena. For example, interest, dividends and proceeds are credited to the clients' accounts directly with the electronic execution of Corporate Actions occurring in a quick and secure manner. Payments are transferred electronically with same-day value eliminating the costs and risk associated with cheque payments. Issuers and investors therefore benefit from a dramatically increased level of efficiency and cost effectiveness and the most importantly, the elimination of market claims.
INCREASED MARKET REGULATION STRATE is the regulator of the CSD Participants and the JSE regulates qualifying brokers, under the authority of the Financial Services Board (FSB). The regulation of the market players is significant as CSD Participantss and qualifying brokers act as agents for investors and have a statutory and contractual duty to protect the records of the investor in the electronic environment. Investors gain the peace of mind that all business processes associated with electronic settlement are regulated by STRATE. As illustrated by the examples above, the key features of electronic settlement contributed to a massive reduction of risk in the South African market. This increases South Africas standing as an investment destination for international investors which undoubtedly provides a significant boost to both trading and liquidity. Internal Controls & Management The efficiency of the control environment at STRATE is fundamental to the successful operating of the CSD on a day-to-day basis and is built on the effective
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integration of a number of interrelated components. This starts essentially with the governance structure within which STRATE operates, where the tone at the top is set by the Board of Directors, a number of purpose-driven internal and external committees, a dedicated senior management team and the regulatory oversight of the Financial Services Board (FSB). The internal control framework forms part of the overarching enterprise-wide risk management framework which has, as one of its core imperatives, the identification, evaluation and treatment of risks (both internal and external) that may prevent the depository from achieving its corporate objectives. A comprehensive structure of control activities permeates all levels of the organisation, directed and supported by clearly defined policies and procedures which are designed to guide staff in the execution of their duties. Continuous monitoring of these control activities helps ensure that weaknesses and/or deficiencies are identified simultaneously and that these are escalated appropriately and that corrective action is taken without delay. Supporting this structure is a communication strategy which is designed to provide decision-makers with the right information, at the right time to make the right decisions. Risk Management Enterprise Risk Management (ERM) at STRATE comprises:
The Risk Management function; Business Continuity Management (including Disaster Recovery); Information Security; and The Internal Audit program which uses a combination of external (inter alia Pricewaterhouse Coopers) and independent internal resources (Process Assurance)
The ERM Division effectively co-ordinates and manages the overall risk management program for STRATE by:
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1. Assisting each division within the company to identify, assess and measure risks according to the probability (or likelihood) of occurrence and the potential impact that the identified risk may have. A process-based ERM framework which is linked to STRATE's strategic objectives has been defined for this purpose; 2. Assisting divisions in undertaking an initial assessment of the effectiveness of relevant controls identified to mitigate the specific risks. These assessments drive regular risk reporting through the Management Team to the Audit and Risk Committee and ultimately the Board of Directors who measure risk exposure against pre-determined risk tolerances and the management actions being taken to bring specific risk exposures back to within acceptable levels of tolerance; 3. Identifying risk-based focus areas for independent review in terms of the Internal Audit plan; 4. Coordinating a comprehensive risk review in respect of each and every new product/service under development by STRATE; and 5. Ensuring that all system enhancements/changes are channeled through an effective Change Advisory Board and that the underlying Change Control and Release Management processes are followed in accordance with a defined and documented System Development Life Cycle (SDLC). A risk review is undertaken of each change / enhancement to ensure a comprehensive understanding of the likely impact and that the necessary /appropriate controls have been incorporated prior to implementation. Business Continuity Management The Business Continuity Management (BCM) program at STRATE is managed by The ERM Division which: 1. Oversees the establishment and maintenance of:
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Effective business continuity plans which are capable of supporting all core business activities of the depository;
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Identifying areas of weakness and, in conjunction with the relevant business resources, developing and testing appropriate business continuity capabilities;
2. Provides effective co-ordination of all BCM testing to ensure that identified plans are, in fact, capable of supporting the relevant service and/or function and that the recovery time and point objectives can, indeed, be met; and 3. Promotes awareness and preparedness across the organisation and with those parties with whom STRATE has direct interfaces such as its Participants, the JSE and the Central Bank. In recognition of its role in the South African financial services industry, STRATE has been particularly mindful of the obligation to ensure state-of-the-art preparedness across all of its key services. Recent enhancements to the STRATE network, and the introduction of high levels of virtualisation across these services, ensure that disruptions are kept to a minimum and that recovery from disruptions can be effected with a minimum delay - often without any impact on downstream users. International Benchmarks & Standards The introduction of electronic trading, clearing and rolling, contractual, settlement significantly enhanced the appeal of South Africa as an investment destination. This required the adoption of a number of common standards and benchmarks which had already been identified in other, leading, markets around the world. STRATE has been guided by organisations such as the International Organisation for Securities Commissions (IOSCO) and the Group of 30 (G30) in the establishment of a world class facility. The adoption of these standards has proven invaluable to the South African market and has greatly enhanced our ability to reduce (and even remove) barriers which have previously existed in respect of our securities industry. The ability to capitalise on desirable characteristics of products and services (such as, inter alia, quality, reliability and efficiency) which have been identified elsewhere has led to the timely sharing of key technological advancements and good management practices in an industry which is inherently reliant on sound practices.
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It is, however, imperative that we continue to protect an environment which is built on the promotion of level playing fields which ascribe to the highest standards for entities providing custody and settlement services. Solutions to common problems and areas of innovation can be quickly disseminated around the world and provide an ideal opportunity for fairer trade across legislative boundaries. STRATE has, as one of its core objectives, the aim to drive global best practices and develop value added opportunities for itself and the South African market infrastructure as a whole. We pursue this objective by serving as a catalyst for new thinking in a rapidly changing environment.
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1) Ordinary shares Shares with voting power, representing one vote per share, and earning dividends if the profit is sufficient
2) N-shares, A-shares and B-shares These shares often have different rights compared to ordinary shares, for instance, different voting power. They often have less voting power than ordinary shares and are issued to raise additional capital without affecting control of major shareholders
3) Preference
shares,
convertible
preference
shares,
cumulative
preference shares, redeemable preference shares and debentures These are securities normally without voting power but with a preference to a dividend or interest above the ordinary shares
4) Nil paid letters Company may give existing shareholders the first right to buy the new shares issued in proportion to the shareholding if it wants to raise additional capital. For this right, a letter is issued which is called a nil paid letter (NPL). This letter can be sold in the market.
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MAIN BOARD The principal requirements for a Main Board listing include:
A subscribed capital of at least R25 000 000; Not less than 2,50,00,000 equity shares in issue; A satisfactory audited profit history for the preceding three financial years, the last of which reported an audited profit of at least R8 000 000 before taxation and after taking account of the headline earnings adjustment on a pre-tax basis.
It must be carrying on as its main activity, either by itself or through one or more of its subsidiaries, and independent business which is supported by its historic revenue earning history and which gives it control over a majority of its assets, and must have done so for the period covered by paragraph 4.28(c);
If it is a company with a majority of its assets invested in securities of other companies listed on the JSE it must satisfy the "Criteria for listing" for investment entities detailed in paragraphs 15.3 and 15.4;
20% of each class of equity securities shall be held by the public; and The number of the public shareholders in respect of of listed securities shall be at least: (i) 500 for equity securities, (ii) 50 for preference shares; and (iii) 25 for debentures.
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ALTX
In addition to the requirements set out above, an issuer wishing to apply for a listing on AltX must comply with the following requirements: The applicant issuer must appoint a Designated Adviser ("DA") The applicant issuer must have share capital of at least R2 000 000 The public must hold a minimum of 10% of each class of equity securities and the number of public shareholders shall be at least 100; The directors must have completed the ALTX Directors Induction Programme or must make arrangements to the satisfaction of the JSE to complete it; The applicant issuer must appoint an executive financial director and the DA must be satisfied (and submit confirmation in writing to the JSE ) that the financial director has the appropriate expertise and experience to fulfill his/her role The applicant issuer must produce a profit forecast for the remainder of the financial year during which it will list and one full financial year thereafter The applicant issuer's auditors or attorneys must hold in trust 50% of the shareholding of each director and the DA ("relevant securities") in such applicant issuer from the date of listing, and a certificate to that effect must be lodged with the JSE by the issuers auditors or attorneys. At least 25% of the directors must be non-executive.
Methods of Obtaining Listing A listing can either be via the front or back door.
A) FRONT DOOR LISTING A front door listing takes place either by means of an: introduction, private placing or a a public offer, in conjunction with the issue of a prospectus or a pre-listing statement.
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1. An Introduction This is suitable where the company 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.
2. A Private Placing This has proved to be the most common method of obtaining a listing. In this instance, shares in the company are placed or offered to prospective shareholders through private negotiation. Usually this will be done through a sponsor or a merchant bank.
3. A Public Offer This method requires the production of a prospectus which must be approved and registered with the Registrar of Companies. The public will have a certain period of time within which to submit their applications and payment. The company will have to decide on the basis of allocation if there is an oversubscription. If the offer is over-subscribed, the company earns interest on the payments received until the date of refund. This increase may be used to offset the costs of the offer.
THE PROSPECTUS / PRE-LISTING STATEMENT When a company applies for a listing, it must produce a pre-listing statement containing certain prescribed information concerning the company, its business and its prospects. While the pre-listing statement may promote investment in the company's shares, it is not an invitation to the public to subscribe for shares, but rather aimed at enabling potential investors to make an informed investment decision regarding the company's shares. If the prelisting statement contains a public offer, it will also have to comply with the prospectus provisions contained in Section 148 and Schedule 3 of the Companies Act. The pre-listing statement will largely be drafted by the corporate advisor, the directors of the company accept full responsibility for the accuracy of its content.
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B) BACK DOOR LISTING A back door listing takes place either by means of:
1. Cash Shell A listed cash shell company acquires a viable business, either for cash, or for the issue of additional shares in the cash shell company. A cash shell is a listed company whose assets consist entirely or mostly of cash or shares because it has disposed of all, or a substantial part of its business.
2. Reverse Takeover A listed company acquires a larger but unlisted company or business. This results in a change of control of the shareholding of the listed company, and also requires the publication of a listing statement.
In a reverse takeover, a compatible listed company will acquire the unlisted company with the purchase consideration being paid by the issue of new shares in the listed company. These new shares must be sufficient in number and value to ensure that the shareholders have a controlling interest in the listed company after the issue of new shares.
THE TIMING OF THE LISTING Two factors, that is, the condition of the market and state of the company would determine the date of entering the market. Listing is generally risky when the markets are declining and the company should possess sound financial position and systems that can comply with the JSE's financial disclosure requirements.
(i) Estimated Market Price The value of the securities can be arrived at by using various methods like the potential dividend yield, price/earnings ratio, discounted cash flow analysis
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and net asset value or a combination of these and other methods. Also the returns of listed securities of the sector in which the company intends to list with similar risk profile should be considered.
(ii) The Discount to Market Price In order to attract investors to subscribe to the shares of the company, they should be issued at reasonable discount of 15% to 20% to the estimated market price. This would not only protect the company against decline in share prices on exchange but would also ensure a price rise if the market price was estimated correctly.
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Requirements And Checklists Listing Requirements Share capital Profit history Pre-tax profit Shareholder spread Number of shareholders Sponsor/DA Publication in the press Main/Africa Board R25 million 3 years R8 million 20% 300 Sponsor Compulsory AltX R2 Million None N/A 10% 100 Designated advisor Voluntary 2 (threshold 50%)
Number of transaction categories 2 (threshold 25%) 0.04% market with Annual listing fee a of average
directors
to
attend Induction
Directors
Programme
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THE LISTINGS PROCESS APPOINTMENT OF PROFESSIONAL ADVISORS: If a company wants to apply for listing on JSE, it should consult and appoint competent and experienced professional advisor. SPONSOR: To be able to list on the main board of JSE, appointment of a sponsor is compulsory. The sponsor acts as a liaison between JSE and the company and has to advise and see whether the company is suitable for listing and the listing requirements are met or not. It has to look after the application of listing and submission of listing documents to JSE. CORPORATE ADVISOR: It is advisable that the company appoints a corporate advisor (usually corporate finance divisions of stockbrokers, merchant banks or auditing firms). Their functions often overlap with that of the sponsor. Their main responsibilities include advising the company on the method of listing in case of placing and public offer, arranging for placing and underwriting respectively; advising for the size, terms, timing and pricing of the offer, market conditions and the potential demand for the company's shares; coordinating the listing process; drafting the listings documentation, with the assistance of the company and the company's legal advisor, accountant and sponsoring broker; take steps to generate demand for the company's shares. LEGAL ADVISOR: It is advisable to appoint a competent legal advisor. The main responsibilities of the legal advisor is to assist the company in drafting - the listing documents to ensure that all legal requirements are met; necessary agreements in case of underwriting or placing and preparing share option schemes for the company.
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ACCOUNTANT: Appointment of an independent registered accountant and auditor is compulsory for listing on JSE, to report about the profits and the financial position of the company over the previous three years in the prospectus or pre-listing statement. TRANSFER SECRETARIES: Companys register of members, issue of share certificates, registration of transfers and mailing of companys circulars are to be taken care of by the Transfer Secretaries. STRATE: For the dematerialisation shares to be registered, the company must be approved as STRATE eligible in terms of the Central Securities Depositary Rules. PUBLIC RELATIONS CONSULTANT: Public relations consultants assist in promoting a positive image of the company before a listing. TECHNICAL ADVISOR: Appointment of Technical advisors is mandatory in the case of listing of mineral companies on JSE, for report on the company and its exploration and/or mining activities to be included in the prospectus or pre-listing statement. PRINTERS: To print the share certificates and prospectus or prelisting statement, the company should contract with a firm of printers.
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COSTS ATTACHED TO THE LISTING The cost of listing of a company depends on a number of factors and will be influenced by the companys objectives and way of functioning of company. In addition to creation duty, issue duty, stamp duty on transfer of shares, underwriting fees, bank charges, and brokerage, after listing, the company also has to pay an annual listing fee (in February of each year except the year of listing).
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The regular administration of margins prevents participants from accumulating large unpaid losses, which could impact on the financial position of other market users (systemic risk). Such margining systems do not exist in over-the-counter (OTC) markets. The protection and safeguarding of clients interests are of utmost importance. Regulation, therefore, plays a crucial role in this regard with the Equity Derivatives market being overseen by the Financial Services Board and controlled in terms of the Securities Services Act. Certain regulatory activities include the registration of all members and clients, strict financial requirements for members and regular inspection of members records and procedures. Commodity Derivatives Market The Commodity Derivatives Market provides a platform for price discovery and efficient price risk management for the grains market in South and Southern Africa. More recently, the Division also offers derivatives on precious metals and crude oil.
Commodity markets have existed for many centuries and were the first to innovate contracts in which to manage price risk. The use of derivative instruments through futures and options contracts, provide market participants with the ability to manage their price risk in the underlying physical market. By trading on a formal exchange which connects buyers and sellers, not only is price discovery achieved in a transparent fashion, but all transactions are guaranteed through the derivatives clearing structure.
Producers and users of agricultural commodities who hedge their price risk are thereby limiting their exposure to adverse price movements. This encourages increased productivity in the agricultural sector as farmers and users are able to concentrate their efforts on managing production risks. Production risks associated with variables such as the weather, farm/production management and seasonal conditions.
The physically settled commodities rely on warehouse receipts to facilitate the delivery process. The warehouse receipts are utilized by financial institutions who
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offer financing to clients who own the receipts. Derivative contracts also enable institutions to fund input costs to producers who hedge their price risk and in so doing encourage sustainable production.
The cash settled commodities, like gold and crude oil, reference highly liquid international markets for the final cash settlement value thereby providing all participants with the assurance that the local settlement price is not open to any abuse.
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to the parameters set out by the Securities Services Act of 2004, and is further committed to follow its own guidelines that have been sanctioned by South Africas Financial Services Board (FSB). The Bond Exchange of South Africa is also dedicated to protect both traders and dealers through the implementation of best practice standards, and regulates the conduct of issuers and traders by surveillance and enforcing quality controls through the mechanism of minimum disclosure standards. Turnover The South African bond market is a leader among emerging-market economies. Turnover reported on BESA in 2008 reached a record R19.2 trillion. Given listed debt securities of R825 billion nominal, overall market velocity in the local market was 23, up from 17.7 reported in 2007. However, when offshore OTS trades are included, turnover velocity for the year was 29, up from 24 in 2007. The local bond market is still dominated by securities issued by the South African government, with local government, public enterprises and major corporations accounting for the rest of the debt issuers active in the market. The number of borrowers and listed bonds as well as the market capitalisation have all risen sharply at December 2008 BESA had listed some 1,102 debt securities, issued by 100 sovereign and corporate borrowers, with a total market cap of R935 billion. Turmoil in global financial markets and conditions in the domestic economy in 2008 rendered the expansion of the primary bond market difficult. Notwithstanding this, bond listings on BESA grew by 5.6% on the previous year, albeit the slowest rate of growth since 2002. The bulk of this growth (37%) can be attributed to the increased issuance of commercial paper by corporates as well as increased issuance by state owned enterprises. Central government listings still accounted for the bulk of listings on the Exchange.
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The BRICS nations (Brazil, Russia, India, China and South Africa) have a joint initiative known as 'BRICSMART', launched in the year 2012. BRICSMART involves trading in derivatives in the exchanges of BRICS nations which include, Brazilian BM&FBOVESPA, the Russian MICX-RTS, the Hong Kong Exchanges and Clearing Ltd (HKEx), the Johannesburg Stock Exchange (JSE) from South Africa and the Bombay Stock Exchange (BSE) from India. This initiative allows access to investors of each country to the other participating exchanges through a broker in the home country. Trading is done in local currency and is not subject to exchange controls. BRICSMART is an ideal way for investors to take the advantage of these emerging economies, with their increasing economic power. INDIAN DEPOSITORY RECEIPTS
Companies listed on JSE can issue Indian Depository Receipts to raise funds from the Indian market. Thus, investors in India can invest in the South African financial market through this medium. The investors get all the rights of the share holders except the rights of attending annual general meetings and voting on resolutions.
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CONCLUSION
Emerging economy; India is now eying towards over sea markets for catering its financial needs and also support its investment decision. Any Indian company when looks towards the foreign market, either to invest or procure funds, easiness in the process is the thing which makes any foreign market more attractive and visible. As far as South Africa is looked upon, the process for any Indian company either to invest or satisfy its financial need is not a joyful journey as its market watch dog, to larger extent, has maintained a fence over protecting its market and making it hassle for Indian companies to get money or to invest it. However, the capital market provides some kind of flexibility to Indian investors who want to invest in companies listed on JSE. This includes both, the Main Board and the AltX. The medium of investment though unclear, what has been clearly identified is that there is no foreign registration process, no withholding taxes and no foreign ownership limits for foreign investors, and this obstructs the way for sub continent company in their way. The capital market of South Africa provides India, opportunities to trade in the derivatives market of JSE through BRICSMART. The companies listed on JSE if opt for raising funds from the Indian market, the Indian investors can invest through Indian Depository Receipts. The concept of dual listing proposed by the Government of South Africa is to allow equity trading, between Indian and South African Stock Exchanges, of those companies that are listed on either of the stock exchanges. Here also a road block is there as only those Indian companies, which are listed on stock exchanges in India, are allowed to list on JSE i.e., they have to apply for dual listing. Also, the concept of dual listing, would require the GOI to review and revise the Foreign Exchange Management Act.
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BIBLIOGRAPHY Book: Understanding South African financial markets, author C. Van Zyl, 3 rd edition, January 2009. Links: October 09, 2012 http://www.business-standard.com/india/news/indian-depository-receiptsfaqs/390215/ http://rbidocs.rbi.org.in/rdocs/Notification/PDFs/APDIR5220709.pdf http://www.lexvidhi.com/article-details/indian-depository-receipts-idrs-somefaqs-406.html http://www.jse.co.za/Libraries/JSE_-_How_to_List__Guideline_to_Listing_on_the_JSE/Guidelines_to_Listing_on_the_JSE.sflb.a shx http://www.jse.co.za/How-To-List.aspx http://www.jse.co.za/Libraries/JSE_-_How_to_List__Guideline_to_Listing_on_the_JSE/Guidelines_to_Listing_on_the_JSE.sflb.a shx http://www.southafrica.info/business/investing/help/jseinvestors.htm#.UMBXQuRfG0d http://mg.co.za/article/2012-03-29-jse-provides-new-international-investmentoptions http://en.wikipedia.org/wiki/Indian_Depository_Receipt http://mg.co.za/article/2012-03-29-jse-provides-new-international-investmentoptions
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October 10, 2012 http://www.jse.co.za/Libraries/JSE_-_Regulatory_Environment__Rules_Directives_-_JSE_Equities_Rules/1_JSE_Equities_Rules.sflb.ashx http://www.jse.co.za/Markets/Equity-Derivatives-Market.aspx http://www.jse.co.za/Markets/Commodity-Derivatives-Market.aspx http://en.wikipedia.org/wiki/Bond_Exchange_of_South_Africa http://www.bondexchange.co.za/south-africa http://en.wikipedia.org/wiki/South_African_Futures_Exchange http://www.strate.co.za/default.aspx