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Overview of the JSE www.jse.co.za Copyright© JSE Limited 2013 Agenda Overview of the JSE Do you know how your business can benefit from listing on the JSE? What is the difference between Altx and Main Board? Recent JSE developments www.jse.co.za Copyright© JSE Limited 2013 2 JSE in the Global context Key JSE achievements: August, annualised liquidity 2013 350% The latest World Economic Forum (WEF) Global Competiveness Report ranks South Africa first out of 148 countries for regulation of securities exchanges for the fourth consecutive year 300% Shenzhen SE 250% Liquidity MICEX/RTS NASDAQ OMX 200% Japan Exchange Shanghai SE 150% Ranked 4th in the world in terms of value of bonds traded on an exchange according to the World Federation of Exchanges (WFE) Korea Exchange BME Spanish BM&F Bov Exc D-Borse NSE India Taiwan 100% NYSE Euronext TMX Group 50% One of the top 20 exchanges in the world in terms of market cap ASX JSE Hong Kong LSE Group Bombay SE 0% 0 1 000 2 000 3 000 4 000 5 000 6 000 # of Listed Companies 7 000 Ranked no 1 stock exchange in Africa in Euromoney’s annual survey Best Managed Companies in Africa 2013 www.jse.co.za Copyright© JSE Limited 2013 3 The JSE on the continent July 2013 100% 80% JSE 60% BRVM Kenya Liquidity 40% BSE Nigeria 20% EGX 0% 0 -20% 50 100 150 200 250 300 350 400 450 Ghana -40% SEM -60% -80% -100% # of listed companies www.jse.co.za Copyright© JSE Limited 2013 4 SA / JSE in the global context SA in a global context • The World Economic Forum’s annual World Competitiveness report showcases the world-leading position of the JSE as a financial market and South Africa as capital market destination Description SA ranking (out of 148 countries) Member of World Federation of Exchanges • The JSE is the only Sub-Saharan African member of The World Federation of Exchanges (“WFE”), a highly esteemed global regulatory body • WFE membership is based on five criteria: Strength of auditing and reporting standards 1 Efficiency of corporate boards 1 Protection of minority shareholders 1 Regulation of securities exchanges 1 Financial markets legal rights development 1 » capital raising and risk management Availability of financial services 2 » public good Financing through local equity market 2 Soundness of banks 3 » be significant within its country of origin » be regulated by a supervisory body, within a statutory framework » standards and fees www.jse.co.za Copyright© JSE Limited 2013 5 BRICS opportunities MOU signed by participating BRICS exchanges • Resulted in a joint initiative to expose investors to the BRICS economies, through cross-listing products BRICSmart • The Initial, 1st phase offering, now gives investors access to derivatives on Brazil’s IBOVESPA, Russia’s MICEX Index, India’s SENSEX Index, China’s Hang Seng and Hang Seng China Enterprises Indices and South Africa’s FTSE/JSE Top40 Index • Apart from cross-listing products, other opportunities will be explored to promote greater development and understanding amongst the respective markets Companies with listings on the JSE (equity and debt) may be included in these cross listed products in future • This means they will be listed on participating BRICS exchanges in Brazil, Russia, India and China, which greatly increases their exposure to investors www.jse.co.za Copyright© JSE Limited 2013 6 Net purchases/sales by non-residents 30,000 Rm Non-residents ploughed R85.4 billion (in net terms) into the domestic bond market in 2012, up from R35.7 billion in 2011 20,000 10,000 In October 2012, 11 of South Africa’s government bonds became the first African bonds to be included in the Citi World Government Bond Index (these bonds have a combined weighting of 0.41% in the Index) 0 -10,000 -20,000 -30,000 The only other emerging markets to be included in the WGBI are Malaysia, Mexico and Poland -40,000 -50,000 -60,000 2007 2008 2009 2010 Shares 2011 2012 2013 Bonds www.jse.co.za Copyright© JSE Limited 2013 7 FTSE/JSE indexation All Share Mid Cap Small Cap 50% 40% % 30% 20% 10% 0% Jan-12 May-12 Sep-12 Jan-13 May-13 Sep-13 -10% Copyright© JSE Limited 2013 8 The FTSE/JSE Africa Index Series is designed to represent the performance of Southern African companies, providing investors with a comprehensive and complementary set of indices, which measure the performance of the major capital and industry segments of the African market From 1995 until 2013, South Africa Stock Market (FTSE/JSE) averaged 16216 Index points reaching an all time high of 44453.88 Index points in September of 2013 and a record low of 4308 Index points in September of 1998 The FTSE/JSE All Share Index is a major stock market index which tracks the performance of 160 companies listed on the Johannesburg Stock Exchange in South Africa. It is a freefloat, market capitalization weighted www.jse.co.za index ZAR - Billions Capital raised on JSE 250 200 78.059 150 87.549 80.857 100 50 106.984 125 76.69 64 84 39 - 14 2008 2009 2010 Corporate Bonds 2011 2012 Equity capital www.jse.co.za Copyright© JSE Limited 2013 9 Funds under management (excludes Institutional investment) Lisp Total Sum of Assets R 81 865 348 233 Collective investments total R1 199 807 578 842 Long Term Insurance R1 738 281 842 769 Collective investments total Long Term Insurance Lisp Total Sum of Assets www.jse.co.za Copyright© JSE Limited 2013 10 Do you know how your business can benefit from listing on the JSE? www.jse.co.za Copyright© JSE Limited 2013 Why should Your Company List on the JSE? Taking your company to the next level: • Accessing capital for growth • Profiling your business • Using your shares to make acquisitions • Exiting shareholders • Incentivising staff - attract and maintain good employees • Enhance dealings with banks, suppliers, distributors and customers www.jse.co.za Copyright© JSE Limited 2013 12 Fundamental changes in the regulation creates opportunities Medium term budget policy October 2011 “The National Treasury has announced that local investors will now be able to trade in foreign domiciled companies listed on the JSE, boosting the status of South Africa’s bourse as a springboard for foreign companies to expand into Africa” Benefits for investors • SA investors are not limited to invest in only South African companies but also foreign companies listed on the JSE • The JSE’s regulatory standards and governance requirements may provide comfort to investors www.jse.co.za Copyright© JSE Limited 2013 13 Fundamental changes in the regulation creates opportunities Budget Speech Review 2013 National Treasury announced their support for South African companies that want to expand into the rest of Africa and offshore. Each Johannesburg Stock Exchange listed entity will be entitled to establish one subsidiary to hold African and offshore operations (HoldCo), which will not be subject to foreign exchange restrictions. This will incentivise companies to manage their African and offshore operations from South Africa, maximising the benefits to South Africa’s economy. Transfers from the parent company to HoldCo will be allowed up to R750 million per year. Additional amounts may be considered on application to the Reserve Bank. Benefits to South African and African companies • Listing allows for index inclusion • Capital raised on the JSE is freely transferable out of South Africa • South Africa holds a significant weighting in emerging markets and attracts a substantial amount of foreign investment • Diversity shareholder base and get access to new sizeable pools of equity • Listed JSE shares may be used as transaction currency for future acquisitions • South Africa has a large domestic investor pool (top 15 investors have FUM of more than USD500bn) • Numerous listed peers, which will promote research coverage and investor interest • JSE is a major destination for global emerging market funds • JSE likely to provide greater liquidity South Africa is well banked, with a broader range of broker coverage by both international banks and local operations Copyright© JSE Limited 2013 14 Main Board market capitalisation by industry Technology 0% Telecoms 7% Oil and Gas 4% Utilities 0% Industrials 65% Basic Materials 20% Health Care 3% Financials 19% Consumer Goods 32% Consumer Services 10% Copyright© JSE Limited 2013 15 Overview of Main Board corporate activity New listings Delistings Companies listed 45 350 40 40 345 New listings & Delistings 35 1 3 5 4 340 30 25 25 335 22 20 18 15 13 13 10 13 14 13 18 330 14 325 8 6 5 320 2 0 315 2013 2012 R5,1bn Rebosis R 1,6 bn Inv Prop Fund R850 m 2011 R2,7bn Ascension Prop Delta Transaction Cap 2010 2009 2008 2007 R 17, 6bn Life Hlth R5,8bn Royal Bafokeng R2,9 n www.jse.co.za Copyright© JSE Limited 2013 16 Life Healthcare Case Study Price Performance Share performance since listing 200% 150% Listing 10 June 2010 30 Sep 2013 Share Price – cps 1350 3574 Market Cap R14.07bn R37.2bn 100% High/Low since admission 3622/1400 50% Trading volumes Average Monthly Values 0% Jun-10 Jun-11 Jun-12 Jun-13 Average Monthly Volumes -50% Liquidity Life Healthcare Health Care R90.4m 4.1 Million 66.4% All Share www.jse.co.za Copyright© JSE Limited 2013 17 Copyright© JSE Limited 2013 18 AltX Platform for small to medium sized, entrepreneurial, high growth companies, family owned businesses Distinct listing requirements 59 companies listed on this board Market Capitalization R15.7 billion Trading and settlement same as Main Board www.jse.co.za Copyright© JSE Limited 2013 19 History AltX started in October 2003 (replaced old DCM & VCM) AIM / NASDAQ / Mothers / SESDAQ / TSXV January 2004 First listing 2004 2005 10 listings market cap R1bn 2006 2007 40 listings market cap R9bn 17 listings market cap R1.9bn 2008 85 listings market cap R18bn 79 listings market cap R30bn 2010 2009 2011 68 listings market cap R10.2bn 76 Listings market cap R11bn 2012 63 listings market cap R13.3 bn 66 listings market cap R15.3bn www.jse.co.za Copyright© JSE Limited 2013 20 Overview of AltX corporate activity New listings Delistings Companies listed 8 90 7 80 7 1 New listings & Delistings 6 70 2 60 5 5 Kibo 5 50 Curro 4 4 4 40 3 3 3 3 3 30 3 2 2 1 20 10 1 0 0 2013 Rockcastle Global Asset Man Waterberg Coal Company 2012 R 90m 2011 R 150k 2010 2009 2008 R 5,8m RGT Smart Copyright© JSE Limited 2013 21 www.jse.co.za AltX market capitalisation by industry 59 companies are listed Utilities 0% Tech and telecoms 6% Consumer Goods 2% Industrials 13% Consumer Services 2% Healthcare 0% Financials 66% www.jse.co.za Copyright© JSE Limited 2013 22 AltX liquidity 40 35 30 25 % 20 15 10 5 0 Jan Feb Mar Apr May 2012 Jun 2011 Jul 2010 Aug Sep Oct Nov Dec 2009 www.jse.co.za Copyright© JSE Limited 2013 23 AltX performance 200% 150% 100% 50% 0% Apr-06 Apr-07 Apr-08 Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 -50% -100% AltX Fledgling All Share www.jse.co.za Copyright© JSE Limited 2013 24 Case Study – Ellies Holdings Price Performance Share performance 500% Listing 5 Sept2007 30 Sep 2013 Share Price – cps 185 720 Market Cap R432.02m R2.19bn 400% 300% 200% High/Low since admission 100% 0% Sep-07 Sep-08 Sep-09 Sep-10 Sep-11 Sep-12 Trading volumes Sep-13 -100% Average Monthly Values Ellies Small Cap 990/87 2 371 140.01 SA Industrials Ellies is a leading manufacturer and distributor of electronic products Raised R104 million through private placement Transferred to the main board , 26 November 2010 Constituent of the small cap index Average Monthly Volumes 324 065.95 Liquidity 51.1% p.a. www.jse.co.za Copyright© JSE Limited 2013 25 What is the difference between Altx and Main Board? www.jse.co.za Copyright© JSE Limited 2013 Listing Requirements Listing requirements Main Board AltX Share capital R25million R2million Profit history 3 years None Pre-tax profit R8 million n/a Shareholder spread 20% 10% Number of shareholders 300 100 Sponsor Designated adviser Compulsory Voluntary 2 (threshold 25%) 2 (threshold 50%) 0.04% of average market capitalisation with a minimum of R37,335.59 and a maximum of R189 700.33 (incl. VAT) R30 262.20 (including VAT) n/a All directors to attend Directors Induction Programme www.jse.co.za Sponsor / DA Publication in the press Number of transaction categories Annual listing fee Education requirements Copyright© JSE Limited 2013 27 Recent JSE developments www.jse.co.za Copyright© JSE Limited 2013 New Developments ( listing vehicles) Special Purpose Acquisition Company (SPAC) A publicly-traded buyout company that raises money in order to pursue the acquisition of an existing company Sweden Canada USA 2 Netherlands 1 5 1 3 1 90 Germany 10 Austria UK South Korea 1 Malaysia www.jse.co.za Source: Bloomberg Copyright© JSE Limited 2013 29 Overview of SPACS Time frame for acquisitions: • 24 Months ~ inline with acquisition criteria • If no acquisition made net IPO assets ( i.e. cash) is distributed to shareholder Acquisition consideration: • Cash • Debt SPAC Admission criteria Capital raised Statement Disclose acquisition criteria • Growth capital Applicant is not carrying on any commercial or business operations Cannot be changed without 75% of majority votes • Details of directors remuneration • Operating expenses for initial period Directors subscription of shares • 5% of shares or units • Held in trust • Lock in period: 6 months from date of acquisition • Acquisitions Shareholders: AltX = R50m Disclosure • Shares Excess cash: Main Board = R500m Experience Management must have sufficient and satisfactory experience • Vote to approve acquisition www.jse.co.za Copyright© JSE Limited 2013 30 REIT’s Real Estate Investment Trust (REITs) REITs are corporations that own and manage a portfolio of real estate properties and mortgages CISIPS 6 PLS 23 Company 15 www.jse.co.za Copyright© JSE Limited 2013 31 Overview of REITs listing requirements Asset Class Gearing Distribution R300 million size of portfolio (gross assets) Property entity & section 13 75% rental revenue Risk management process exists Confirm have 60% gearing ratio Latest audited or reviewed results or more recent pro formas Undertaking to restrict gearing on going basis Confirm will qualify in terms of Tax Act Undertaking to distribute 75% of company tax net profit Tax disincentive to retain group tax income www.jse.co.za Copyright© JSE Limited 2013 32 Questions www.jse.co.za Copyright© JSE Limited 2013