A Guide To Listing On The Victoria Falls Stock Exchange

A GUIDE TO LISTING ON THE VICTORIA FALLS STOCK EXCHANGE
What is Victoria Falls Stock Exchange?

The Victoria Falls Stock Exchange (VFEX), is a wholly owned subsidiary of
the ZSE established to kick start the Offshore Financial Services Centre
(OFSC) earmarked for the special economic zone in Victoria Falls;
What is the Listing Process on VFEX?
Listings are granted subject to the applicant's satisfying the VFEX listings
requirements. All applications for listing are to be submitted to the VFEX
through a sponsoring broker.
Initial Listing Requirements
● Applicants to be duly incorporated or validly established;

● Minimum subscribed capital of USD3 million (not less than 10m
shares);
● Satisfactory profit history for the preceding 5 years;
● At least 30% of the shares to be held by the public;
● Minimum number of shareholders of 50; and
● An issuer who is currently listed on the ZSE may list at most 20% of
its authorized but unissued shares on the VFEX as a different class of
shares from those listed on the ZSE.
Listing Scenarios
Listing process for an Issuer who is currently listed on ZSE
Can list 20% of

Only new securities
capital
Local firm
Can delist from ZSE
New securities or
and list on VFEX
introduction
100%
Listed on ZSE
To reinvest 20% of
Can list any % on
the capital raised
VFEX
within 5 years
Foreign firm
To reinvest 20%
Can delist from ZSE
within 5 years in
and list on VFEX
Zimbabwe
Listing process for an Issuer not listed on ZSE
Can list 100%

Can be IPO or
Local firm of capital on
Introduction
Not listed on VFEX
ZSE No need to
Can list 100%
Foreign firm reinvest 20%
on VFEX
of the capital
Methods of Listing
Listing by Introduction
● No new securities are issued and shareholder spread should meet the
minimum required for the particular security type;
● The applicant must satisfy the VFEX that it has no knowledge of a
pre-existing intention by holders to dispose a material number of
securities within 18 months of listing;
Documents required:
● Formal application (as per First Schedule of the VFEX Listings

Requirements);
● Prelisting statement;
● Constitutive documents of the applicant;
● General undertaking in the form of a Board resolution; and
● Copies of expert’s consents;
Placings
Securities are marketed to a closed subscriber base and not the public;
Documents required:

Requirements);
● Prelisting statement;
● Statement on how the shareholder spread will be achieved;
● Draft placing document;
● General undertaking in the form of a Board resolution; and
● Copies of expert’s consents;
Offer for sale/subscription
For a listed entity – an offer for sale must made by way of a renounceable
offer to the shareholders of the listed company which will be open for 21
calendar days;
Offer must be underwritten;
Documents required:

Requirements);
● Prelisting statement/prospectus;
● An original copy of the signed accountant’s report and relevant
consent letters;
● Underwriting agreement; and
● details concerning any planned price stabilisation exercise.
Documents to be submitted for listing

● A copy of Pre-Listing Statement
● Supporting documents in terms of the Rules; e.g significant contracts,

financial statements, valuations, experts’ consents
● Copies of guarantees and trust deed for Debt Securities
● All documents are to be submitted through the Sponsoring Broker
Once granted a listing, a listed company is required, amongst

other requirements, to;
● Publish financial statements on a quarterly basis
● Submit for publication on VFEX website, details of any new issue of

securities as well as any amendments to the terms and conditions
attaching to existing securities
● Ensure that all information material to its financial, governance or

trading position is published on VFEX website to enable holders of
Securities to make an informed investment decision
● Ensure that all announcements be reviewed by the VFEX and released

on VFEX website; and
● Publish on VFEX website, its annual financial statements within 3

months of the end of its financial year.
Initial Listing Fees (Excluding VAT)
0.05% of value of security subject to minimum fee of US$2,000 and

maximum fee of US$15,000
Summary of Listing Process

Preparation of
Appointment of prospectus or
Discussions with
professional information
ZSE
advisors
memorandum
Application to list Review of Conditional Listing

and payment of fee application approval
Conditions met and Listing ceremony

entity listed and start of trading

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A GUIDE TO LISTING ON THE VICTORIA FALLS STOCK EXCHANGE

What is Victoria Falls Stock Exchange?

What is the Listing Process on VFEX?

Initial Listing Requirements

● Applicants to be duly incorporated or validly established;

Can list 20% of

Listing process for an Issuer not listed on ZSE

Can list 100%

● Formal application (as per First Schedule of the VFEX Listings

● Formal application (as per First Schedule of the VFEX Listings

Offer for sale/subscription

Offer must be underwritten;

● Formal application (as per First Schedule of the VFEX Listings

Documents to be submitted for listing

● Supporting documents in terms of the Rules; e.g significant contracts,

● Copies of guarantees and trust deed for Debt Securities

● All documents are to be submitted through the Sponsoring Broker

Once granted a listing, a listed company is required, amongst

● Submit for publication on VFEX website, details of any new issue of

● Ensure that all information material to its financial, governance or

● Ensure that all announcements be reviewed by the VFEX and released

● Publish on VFEX website, its annual financial statements within 3

Initial Listing Fees (Excluding VAT)

0.05% of value of security subject to minimum fee of US$2,000 and

Summary of Listing Process

Application to list Review of Conditional Listing

Conditions met and Listing ceremony

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