The Clock Is Ticking: Preparing Issuers For The JIBAR To ZARONIA Transition

South Africa’s transition from the Johannesburg Interbank Average Rate (“JIBAR”) to the South African Rand Overnight Index Average (“ZARONIA”) is nearing its final stages. JIBAR is scheduled to cease on 31 December 2026. The General Finance Laws (Official Benchmarks and Procurement) Amendment Bill, 2025 and related legislative amendments required to designate the replacement benchmark (together, the “Legislative Amendments”) are currently anticipated to become effective only in early December 2026. This leaves issuers with a compressed period in which to complete the transition.

The JSE has therefore published a process aimed at facilitating early preparation by issuers whose existing documentation does not contain sufficient fallback language to transition automatically to the replacement benchmark. The process differs depending on whether issuers wish to transition before or after the Legislative Amendments become effective.

1. Before the Legislative Amendments take effect
   • An issuer seeking to transition before the effective date must obtain noteholder consent. The submission to the JSE must include the notice to noteholders, the documentation giving effect to the amendments, the prescribed conversion spreadsheet and an authorising resolution. The conversion date must fall at least 10 business days after noteholder approval is received and must be an interest payment date
   • Importantly, the JSE allows issuers to document the amendments in one of two ways. An issuer may amend each applicable pricing supplement, submitting both clean and marked-up versions, or it may prepare a supplement amending the relevant pricing supplements.
2. After the Legislative Amendments take effect
   • Once the Legislative Amendments have taken effect, noteholder consent will no longer be required. Issuers must instead submit the amended documentation, an authorising resolution, the prescribed conversion spreadsheet and a letter confirming that no changes have been made other than those required for the transition. The submission must be made at least 10 business days before the conversion date, which must be an interest payment date
   • An issuer may either amend the individual pricing supplements or use a supplement amending the relevant pricing supplements.

Given the anticipated volume of affected instruments, the JSE requires issuers intending to rely on the Legislative Amendments to submit their transition documentation for review in advance. Submissions may be made from 3 September 2026, with all first submissions required before 20 November 2026. Once the Legislative Amendments become effective, sponsors must update the submission with the final signed documentation and required confirmation letters.

The practical message is clear: issuers should begin reviewing their legal documentation and initiating the necessary internal processes now. Early preparation will be critical to ensuring an orderly transition within the limited implementation period contemplated by the JSE. Issuers that do not submit their documentation within the prescribed timelines risk being unable to complete the transition before JIBAR ceases.

Should your organisation require more information on how these submissions should be prepared, get in touch with the authors below.