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”

Mondaq Advice Centre (MACs)
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
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). 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 & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd 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 or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.