There are four boards on the BSE, the main board, the venture capital board, Tshipidi SME Board and the Serala OTC Board. Depending on the company’s level of compliance with the minimum listings requirements, a company will be admitted and reflected under one of these boards described below;
The Main Board
The main board comprises of the domestic main board which is for companies incorporated in Botswana, and the foreign main board comprises of foreign companies. Some of the conditions for listing on the main board, either domestic or foreign are:
- Subscribed capital of at least P5,000,000.00;
- Profit history in the last three (3) financial years including a minimum of at least
P1,000,000.00 before taxation reported in the most recent year; - 30% of all the different classes of equity shall be held by the public;
- Minimum initial price of each share cannot be less than 100 Thebe; and
- Minimum of 300 public shareholders.
The Venture Capital Market Board
The venture capital market board is primarily dedicated to companies, even start ups who are still in their phases of growth and may not have grown well enough to meet the listing equirements on the main board, as such the venture capital market board has less stringent listing requirements. The following are some of the conditions that companies must meet in order to list on the venture capital market board:
- Subscribed capital of at least P2 500,000.00;
- Mode of operation and business plans with credible forecasts of profits. No profit
history is necessary; - At least 10% of each class of shares shall be held by the public;
- Initial price of each share shall not be less than 50 thebe;
- The number of public shareholders shall be at least 100 for equity shares and 50
for preference; - Directors and Managers have successful records of achievement in their
respective roles; and - Listing prospectus must clearly bear a warning about the speculative nature of
the investment in such a company.
The Tshipidi SME Board
Tshipidi SME (TSME) Board is a new listing board on the BSE that is dedicated for small and medium enterprises and serves as a platform for them to raise capital. TSME has less stringent requirements compared to the Main Board and Venture Capital board which offers small businesses an opportunity to raise funds to grow their businesses and eventually list on the main Board. The TSME board has a panel comprising of three industry experts that make independent recommendation to the BSE on the suitability of the applicant to list on the board or lack thereof. The following are some of the conditions that companies must meet in order to list on the TSME board:
- A subscribed capital of at least P500 000 and no less than 1 000 000 securities
in issue. - Detailed analysis of future earnings and profit forecasts. A profit history is not
necessary. - The minimum number of shareholders shall be five (5) for equity securities and
five (5) for preference share securities. - At least 5% of each class of shares shall be held by the public.
- Appoint and retain a Nominated Adviser (NOMAD) from the BSE list of
Registered Advisers, for the duration of the observation period. - Directors and/or senior managers should have proven successful records of
achievement in their respective roles. - Directors of companies applying to list on the TSME Board must attend an
Induction Workshop prior to listing date of the.
The Serala OTC Board
The Serala OTC Board is where companies that are not ready to list on either the Main Board or the Venture Capital Market Board register (not list) their equity or equity related securities with the BSE. The Serala OTC Board was primarily designed to house companies while they prepare for listing, and get acquainted to the regulatory environment. It also provides registered companies with a platform to trade securities thus discovering their true open market value.
Companies which register equity and equity related securities on the Serala OTC Board
shall only be allowed to remain on the board for a maximum of five (5) years. Thereafter, the BSE will review the continued trading of the securities on this board and may require that the registered company should apply for listing at the end of the five (5) year period.
For a company to register on the Serala OTC Board it must fulfil the following requirements:
- Be a Public Interest Entity (PIE) as per the Financial Reporting Act (and BAOA Rules – Botswana Accountancy Oversight Authority). PIEs are entities that are listed on the BSE, regulated by the Bank of Botswana (BoB) such as banks and deposit taking institutions, any non-bank financial institution supervised by the Non-Bank Financial Institution Regulatory Authority (NBFIRA) or satisfy at least
two (2) of the following thresholds:- Annual revenue of P300 million;
- 200 Employees;
- P200 Million in total assets; or
- P100 Million in total liabilities.
- Fully dematerialize its securities; and
- Sign a registration agreement with the BSE.