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Considerations to getting listed

Requirements Main Board Venture Capital Board Tshipidi SME Board
Financial history Profit history for the preceding three financial years, with profit of at least P1 000 000 before taxation. Profit history is not necessary. Profit history not necessary
Minimum capital Subscribed capital of at least P5 000 000.
No less than 1 000 000 shares in issue.
Subscribed capital of at least P2 500 000.
No less than 1 000 000 shares in issue.
Subscribed capital of at least P500,000
No less than 1 000 000 shares in issue.
Minimum share price Minimum initial issue price of 100 thebe per share. Minimum initial issue price of 50 thebe per share. Minimum initial issue price of 50 thebe per share
Minimum number of public shareholders 300 for ordinary shares
100 for the other classes of equity
100 for ordinary shares
50 for preference shares
5 for preference shares
5 for ordinary shares
Minimum free float 30% 10% 5%

The Serala OTC Board

In addition to the Main Board and Venture Capital Boards, the BSE has the Serala Over-the-Counter (OTC) Board. This is where companies that are not ready to list on neither the Main Board nor the Venture Capital Board register their securities with the BSE. The Serala OTC Board was primarily designed to house companies that wish to familiarise themselves with the listing requirements of other boards while they prepare for listing. It is also a platform where registered companies can avail their products and securities for trading in the secondary market, thus unlocking value and liquidity.

Companies which register 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 apply for listing at the end of the five (5) year period. Companies that have been delisted in the previous ten (10) years cannot register on the Serala OTC board unless permitted by the BSE.

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 Botswana Accountancy Oversight Authority (BAOA) Rules. 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 dematerialized securities; and
  • Sign a registration agreement with the BSE.

For further information about registering and trading securities on the Serala OTC Board without meeting the indicated requirements or minimum thresholds, please contact the BSE.