JIBAR To ZARONIA: The Namibian Securities Exchange Streamlines The Path For Namibia’s Benchmark Transition

On 18 August 2026, the Namibia Securities Exchange (“NSX”) issued Gazette #188, setting out the formal requirements for issuers, sponsors and market participants in connection with the transition of listed debt instruments from the Johannesburg Interbank Average Rate (“JIBAR”) to the South African Rand Overnight Index Average (“ZARONIA”). The directive is significant as it establishes a simplified, exchange-level process for the benchmark transition that diverges in important respects from the approach taken in South Africa

What does the gazette say?

The gazette confirms three core propositions.

First, issuers are not required to update or amend their existing bond programmes (programme memoranda) as a result of the JIBAR-to-ZARONIA transition. An issuer may choose to do so voluntarily, but it is not a requirement of the NSX.

Second, the transition may be implemented through an Addendum to each applicable Pricing Supplement (“APS”), without amending the bond programme itself. The Addendum must be limited to the benchmark change and must clearly set out: the replacement of JIBAR with ZARONIA; the applicable effective date; the revised interest-rate calculation methodology; and any relevant differences between the JIBAR and ZARONIA calculation methodologies. No unrelated amendments may be introduced through the Addendum.

Third (perhaps most significant) bondholder approval is not required for an Addendum that is limited to giving effect to the benchmark transition. Issuers must, however, ensure that the Addendum is authorised in accordance with their internal governance requirements.

The gazette further requires that the APS, proposed Addendum, a Notice to the Market and any supporting calculation methodology be submitted to the NSX for review through the relevant sponsor. The NSX will verify that the amendments are limited to the transition, the revised methodology is clearly reflected, no unauthorised changes have been made to rates or economic terms, and the documentation remains consistent with NSX Listing Requirements.

How does this compare with the South African approach?

The contrast with South Africa is instructive. In the South African market, the JIBAR-to-ZARONIA transition has been driven through a combination of regulatory guidance from the South African Reserve Bank, industry coordination through the Market Practitioners Group, the ISDA fallback protocol, and JSE practice notes. The repapering of legacy JIBAR-linked instruments has generally followed the established contractual consent framework: noteholder meetings, written resolutions and consent solicitation processes as provided for in the applicable programme terms.

Namibia has taken a different path. There is no equivalent Bank of Namibia guideline or statutory fallback for JIBAR-linked legacy contracts. Instead, the NSX has stepped in and, by directive, created a simplified exchange-level process. By expressly dispensing with the need for bondholder consent and allowing the transition to be implemented by APS addendum alone, the NSX has effectively characterised the benchmark change as a regulatory or administrative event rather than a negotiated contractual amendment.

This is arguably more streamlined than the South African process. But it is also more limited. The gazette only covers the JIBAR-to-ZARONIA transition and expressly prohibits unrelated amendments. Any broader programme updates (for example, amendments to capital note provisions, legislative housekeeping or structural changes) must still follow the normal amendment and consent processes under the applicable programme terms.

Preserving the economics

The gazette is clear that the transition does not permit changes to the effective rates or other economic terms of affected instruments. The coupon rate, margin, spread or other economic terms may not be amended merely as a consequence of the transition, except to the extent specifically required to implement the benchmark change and appropriately disclosed.

This is an important safeguard. ZARONIA is an overnight risk-free rate and is not a like-for-like replacement for JIBAR, which is a term interbank lending rate that embeds a credit risk premium. The calculation methodology in the APS addendum will therefore need to address the difference between the two rates — including the applicable compounding methodology, observation period, lookback convention and, where appropriate, an adjustment spread — in a manner that preserves the economics of the existing notes.

Practical steps for issuers

For issuers with JIBAR-linked notes listed on the NSX, the practical steps are now clear.

1. Review the existing APSs for each affected note to confirm the current JIBAR reference rate, fallback provisions, margin and calculation mechanics.
2. Prepare a note-specific APS Addendum setting out the full ZARONIA replacement methodology, including the compounding formula, observation mechanics, publication source, fallback provisions and any adjustment spread.
3. Prepare a Notice to the Market identifying the affected instruments, the effective date and the consequential changes to the calculation methodology.
4. Submit the APS, Addendum, Notice and supporting calculation methodology to the NSX through the relevant sponsor for review.
5. Ensure that the Addendum is authorised under the issuer’s internal governance requirements.

Issuers who are already in the process of broader programme updates — for example, to address regulatory capital provisions under the Banking Institutions Act, 2023 or BID-5A — may find it efficient to incorporate the ZARONIA updates into the same programme refresh. The gazette does not prevent this; it simply confirms that it is not required.

The directive is a welcome and pragmatic development for the Namibian debt capital markets. It provides regulatory certainty and a clear, cost-effective path for the benchmark transition. Issuers and sponsors should act promptly to ensure their documentation is prepared and submitted well in advance of the applicable transition date.