A Guide to the 2026 Amendments
The Botswana Stock Exchange (BSE) has published Version 5.0 of its revised Equity Listings Requirements
(Version 5). The listing requirements were approved by the Non-Bank Financial Institutions Regulatory Authority
(NBFIRA) on the 2 nd June 2026, and the BSE has announced implementation from the 1 st September 2026.
Version 5 replaces Version 4.0, approved in March 2022.
It must be noted that Version 5 is not a wholesale revamp of the equity-listing regime because the majority of
material provisions such as admission to listing standards, transaction thresholds, corporate standards,
continuing obligations and disclosure rules remain unaffected by the revision. Its clearest changes refine
terminology and strengthen the process for reporting restatements of published financial results.
What has changed?
Stronger reporting of financial restatements
The principal substantive amendment concerns restatements. Under section 5.6(d), an issuer that restates
previously published results must now publish a restatement announcement on X-News explaining the
restatement and the reasons for it. The issuer must also submit a written notification complying with the new
Appendix 5D within 24 hours after the restated results are published on X-News.
Appendix 5D requires the notification to address, among other matters:
the nature and circumstances of each restatement;
how and when the need for the restatement was identified;
the effect on the previously published results; and
where applicable, confirmation from the audit committee chair that the board considered the
circumstances and implemented measures to prevent a recurrence.
If a further related restatement occurs, the notification must explain why the earlier preventative measures were unsuccessful and how the audit committee has addressed that failure. Issuers should therefore adopt a
documented escalation process involving finance, the audit committee, the board, the compliance officer and
the sponsor.
Extended timeframe for Category 1 transaction circulars
Version 5 also extends the timeframe within which an issuer must dispatch a shareholder circular following
agreement of a Category 1 transaction. Under the previous requirements, the circular had to be dispatched
within 28 days. Version 5 extends this period to 60 days, while retaining the requirement that the transaction be announced as subject to shareholder approval and that the underlying agreement be conditional upon such
approval being obtained. The extension provides issuers with additional time to prepare and obtain approval of
the requisite shareholder documentation, while preserving the requirement for shareholder approval before the transaction can become effective.
Updated regulatory terminology
References to the Listings & Trading Executive Committee have been replaced by the BSE Regulatory Oversight
Committee. The definition describes this as a committee of BSE management appointed by the Chief Executive
Officer. Issuers, sponsors and advisers should update their precedents and internal manuals accordingly.
A definition of ‘Corporate Action’
Version 5 introduces a definition of a corporate action as an action taken by an issuer, another entity or a third
party that affects security holders through entitlements or notifications. The definition supplies a consistent
umbrella term for the operational and disclosure requirements that apply to events affecting holders of listed
securities.
WHAT ISSUERS SHOULD DO
Before implementation, issuers and their advisers should:
adopt an Appendix 5D-compliant restatement protocol and notification template;
confirm audit-committee escalation and board-recording procedures for restatements; and
check X-News submission controls and brief finance, compliance and sponsor teams on the revised
process.
The Armstrongs team remains available to guide you through these changes. Contact: kago@armstrongs.bw |
sipho@armstrongs.bw | refilwe@armstrongs.bw
Prepared by: KAGO K.Y BOIKI LLB (UB), LLM (PRETORIA), SENIOR ASSOCIATE ATTORNEY – COMMERCIAL
ARMSTRONGS
Armstrongs Attorneys is the member of LEX Africa for Botswana: https://armstrongs.bw/
