South Africa: Demystifying Market Speak: Listed, Quoted and Unlisted Securities

Last Updated: 24 January 2011
Article by Jamie MacDonald

In the milieu of global financial markets, securities of various types are often classified as either 'listed', 'unlisted' or 'quoted'. This classification is usually based upon whether securities are traded on an exchange or 'over the counter' ("OTC") dependant on the legal system in which they are traded. Financial market colloquialisms such as 'listed, 'unlisted' and 'quoted' in relation to securities in South Africa are, at times, incorrectly used, often because these terms have been imported into market-speak from legislatively different financial market jurisdictions. Frequently, it seems, we import terms from more developed markets - predominantly the UK. Importation of any of these terms from the UK carries a specific danger as the terms 'listed, 'unlisted' and 'quoted' carry vastly different meanings under the laws of the UK and South Africa. This article therefore attempts to provide clarity as to the definitions and uses of the terms 'listed', 'unlisted' and 'quoted' in relation to securities using both South African law and UK law as illustrative examples.

Central to the notion of 'listing' is the concept of an 'exchange' in terms of the Securities Services Act 36 of 2004 (the "Act"). Exchanges are licensed by the Registrar of the Financial Services Board ("FSB") and are defined as 'self-regulatory organisations' meaning that, to a certain degree, exchanges are responsible for regulating their own activities. The exchange must regulate its own activities and those of its authorised users and participants by making and enforcing rules that comply with the Act's requirements.

Under South African law, the definition of 'securities' is widely drafted in the Act. The Act encompasses a wide range of financial products within the definition of 'securities', including shares, stocks, depository receipts, notes, derivative instruments, bonds, debentures etc.

Licensed exchanges are obliged to keep a list of securities which may be traded on the exchange. 'Listed securities' are those included in the list of securities kept by an exchange regulated in terms of the Act. By virtue of this fact, securities which are traded on a licensed exchange and form part of the list kept by the exchange are in fact 'listed securities'.

Interestingly, the Act does not include a definition of 'unlisted securities'. The implication is that any securities which do not fall within the ambit of 'listed securities' are, by that very fact, unlisted securities. Despite not having provided a definition, the Act utilises the term 'unlisted securities' and even confers powers on the Registrar of the FSB to impose certain conditions and/or prohibitions on the trading of unlisted securities if such business defeats the objects of the Act. The Registrar may also impose conditions for the carrying on of such business or may prescribe conditions where specified types of unlisted securities may be bought or sold. Thus, unlisted securities are, it seems, those which are not listed on an exchange licensed by the FSB, which would include the following:

  • shares issued by public companies that are unable to, or choose not to, meet the stringent listing requirements of a licensed exchange; and
  • derivative instruments (such as interest rate or currency swaps for example) that are traded over the counter on a wholesale basis between market counterparties.

Having clarified the meanings of 'listed' and 'unlisted' securities in the context of South African law, the question still remains as to what constitutes a 'listed', 'unlisted' or 'quoted' security in the UK? The answer stems from UK law and is largely a product of the peculiarities of their regulatory system.

In the UK, the regulatory regime for securities trading is somewhat distinct from our own. UK law is impacted on two levels - at national level and at European Community ("EC") level. EC Law requires each member state to nominate or create a competent authority to maintain an official list of securities, to regulate the admission of securities to what is known as the 'Official List' and to monitor adherence by issuers to the listing rules thereafter. The UK Financial Services and Markets Act 2000, in line with EC law, establishes a single regulator for the financial services industry, namely the Financial Services Authority ("FSA"), which is also the competent authority in respect of listings.

The defining characteristic of the UK regulatory regime, which may shed light on the issue of 'quoted' securities, is that the FSA is the competent authority in respect of listings. This is different to that which occurs in other jurisdictions (such as our own) where exchanges fulfil this role. In fact, this distinction has given rise to confusion in that 'listings' are, in many jurisdictions such as ours, associated with admission to trading on a given exchange. In the UK however, admission to the Official List and admission to trading on an exchange are different (although somewhat linked) concepts. Securities which are not included in the Official List, but are admitted to trading on, say the AIM platform, are referred to as 'quoted' securities. This is solely a product of the fact that these securities do not form part of the Official List.

In the UK, a 'listed' security is a security admitted to the Official List of the United Kingdom by the competent authority (the FSA) for the United Kingdom. 'Quoted securities' are those which are admitted to trading on an exchange regulated system such as AIM or Plus Quoted Markets and either do not qualify to be, or choose not to be, admitted to the FSA's Official List. Notably, the Official List is not linked to any single trading platform or venue such as the LSE Main Board, but rather to the stringent requirements imposed on potential applicants to the Official List.

In South Africa, we do not have a single competent authority in respect of listings and therefore do not posses the gaping difference between admission to trading and listing as does the UK. These two concepts of listing and admission to trading are inextricably linked. In fact, admission to trading on a given exchange renders a security as being 'listed' in nature in our law whether it is a Main Board listing or a secondary board such as a listing on AltX. The primary requirement is that securities appear on the list of securities kept by an exchange licensed by the Financial Services Board for them to be 'listed'. If they are not, the implication is that they are 'unlisted'.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions