BSE Debt Listings Requirements
The official framework governing debt securities listed on the Botswana Stock Exchange — updated through Version 2.0, August 2023, including Sustainable Bonds Listings Requirements.
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Chapter 1
Introduction & General Powers
BSE Board Authority
The BSE Board of Directors is the competent authority for the Official List, listing applications, and annual list revisions. It may prescribe minimum requirements, grant or suspend listings, set conduct standards, and impose fines for non-compliance.
The BSE Listings & Trading Executive Committee acts on the Board's behalf. Decisions may be appealed to the BSE Regulatory Committee within 30 calendar days.
General Principles
  • Applicants must meet minimum standards of quality, management experience, and expertise
  • Full, accurate, and timely disclosure of all price-sensitive information
  • All holders of listed securities treated fairly and equitably
  • Directors and advisers maintain highest standards of integrity and corporate governance
  • Securities brought to market in a way that facilitates open, liquid, and efficient trading

Where the BSE exercises discretion under these Requirements, its rulings are final, provided such discretion is reasonably exercised. Requirements may be amended subject to NBFIRA approval.
Chapter 2 & 3
Conditions for Listing & Disclosure Documents
01
Submit via Sponsor
All applications (except Government Securities) must be submitted through a registered Sponsor. Applicant must be duly incorporated and pay all applicable BSE fees.
02
Prepare Disclosure Documents
A signed final Disclosure Document — including a Pricing Supplement — must be submitted at least 48 hours before listing. Documents must be registered with CIPA and fully dematerialised via CSD.
03
Meet Minimum Conditions
Debt Securities must be fully paid up, freely transferable, and issued in conformity with applicable law. A minimum of 5 public shareholders is required.
04
Listing Timeline
From publication (Day 0) to securities listed (Day 40), with results announced by Day 27, refunds by Day 33, and written allocation notices by Day 60.
Chapter 4
Financial Information Requirements
Audited Statements
Applicants must include audited financial statements covering at least three financial years, prepared in accordance with IFRS. If more than 9 months have elapsed since the last year-end, reviewed interim statements must also be submitted.
Non-Botswana domiciled companies must disclose reasons for any non-compliance with IFRS and provide a comprehensive reconciliation.
Required Financial Contents
  • Statements of comprehensive income
  • Statements of financial position
  • Statements of changes in equity
  • Statements of cash flows
  • Accounting policies and notes
  • Segmental information
  • Material post-balance sheet events
  • Credit profile of the Applicant
IFRS Compliance
All financial information prepared per International Financial Reporting Standards
ISA Audit Opinion
Independent auditor's report must include scope and unabridged audit opinion
Adjustments
Only permitted for retrospective accounting policy changes or correction of fundamental errors
Chapters 5 & 6
Government Securities & Commercial Paper
Government of Botswana Securities
The Bank of Botswana acts as Sponsor for all Government debt issuances. Government Securities must comply with Chapter 3 requirements but are exempt from Chapter 4 financial information requirements and ongoing continuing obligations.
Commercial Paper (CP)
CP is a debt instrument with maturity of 30 to 365 calendar days, issued in minimum denominations of BWP 1.00 in multiples of BWP 1,000. Public offers must be underwritten. SPVs issuing Asset-Backed CP must provide a minimum 3-year credit history of underlying assets.
  • Underwriters must submit sworn affidavits from at least 2 directors
  • CP traded and settled per BSE Trading Rules and CSDb rules
  • Issuers must notify subscribers of amount and tenure in writing
Chapter 7
Asset-Backed Debt Securities (ABS)
ABS are specialist debt securities directly backed by assets, issued through a Special Purpose Vehicle (SPV) with insolvency remoteness from the arranger. The BSE may be consulted before formal application.
SPV Requirements
Must be specifically incorporated for ABS issuance, provide 3 years of underlying asset credit history, and demonstrate asset cash flows. A separate SPV is required for each different asset class.
Credit Enhancement
ABS for securitization must carry a credit rating from an independent agency, or the Applicant must demonstrate adequate insurance policies acceptable to the BSE as an alternative.
Cash Flow Structure
Applicant must disclose the full flow of funds, liquidity facilities, order of payment priority, subordinated debt details, and contingency plans for potential liquidity shortfalls.
Continuing Obligations
Annual reports on scheme asset holdings, at least one independent credit rating per year per tranche, and immediate disclosure of any changes to contractual arrangements of parties in the structure.
Chapter 8
Sustainable Bonds
Sustainable Bonds raise capital to finance green, social, gender, sustainability, or sustainability-linked projects. All issuances must comply with ICMA Principles and be verified by an Independent Verifier.
1
Use of Proceeds
Clearly identify eligible sustainable projects addressing environmental, climate, or social concerns. Refinancing must be explicitly disclosed.
2
Project Evaluation
Disclose sustainable objectives, selection process, eligibility criteria, and risk management processes for all funded projects.
3
Proceeds Management
Net proceeds held in an escrow account, audited annually by an Independent Verifier. Unallocated proceeds must be disclosed to bondholders.
4
Annual Reporting
Annual report to investors until full allocation, including project descriptions, amounts disbursed, impact metrics, and Independent Verifier confirmation.

Green Washing is a breach: Mislabelling a bond as green or overstating environmental benefits constitutes a violation subject to sanctions under applicable laws and regulations.
Chapter 9
Continuing Obligations
Core Disclosure Principles
Timely disclosure and transparency are fundamental. Issuers must announce without delay any information that could establish a false market or materially affect the price or value of their Debt Securities.
Events of default must be published on X-News within one Business Day. Cautionary announcements must be updated every 30 days until full disclosure is made.
Financial Reporting Deadlines
  • Interim Statements: Published on X-News within 3 months of period end (half-yearly)
  • Audited Financials: Published within 3 months of financial year end in X-News and one national English newspaper
  • Annual Report: Distributed to all noteholders within 6 months of financial year end
  • Annual Compliance Certificate: Submitted to BSE by 28 February each year
Immediate Disclosure Events
Non-payment of interest or capital; mergers/acquisitions; director changes; events of default; winding-up proceedings; related party transactions exceeding 10% of equity or 5% of total assets
Issuer Notifications
Must notify BSE of changes to name, registered address, Transfer Secretary, Paying Agent, Auditor, or Compliance Officer in writing
Directors' Dealings
Any dealing in listed Debt Securities by Directors or Management must be reported via the Compliance Officer per BSE Equity Listings Requirements
BSE+ Agricultural Exchange
Real-Time BSE+ Agricultural Exchange
Powered by icdn.video, the BSE+ Agricultural Exchange delivers live streaming market data, price discovery, and trading intelligence for Botswana's agricultural commodity sector — integrated directly with BSE debt and equity infrastructure.
Live Exchange Feed
Access real-time agricultural commodity prices, bid/ask spreads, and trade volumes streamed via my.icdn.video. The platform combines BSE's regulated debt listings framework with live agricultural market data for a unified capital markets experience.
Platform Capabilities
  • Live video streaming of market sessions and price boards
  • Real-time commodity price tickers integrated with BSE X-News
  • Agricultural bond and ABS issuance tracking
  • Sustainable/Green Bond proceeds allocation for agri-projects
  • Investor notifications and cautionary announcements broadcast
  • Dual-market synchronization with BSE Official List
Commodity Markets
Live pricing for Botswana agricultural commodities including livestock, grain, and horticultural produce, streamed in real time.
Live Video Sessions
Market opening ceremonies, analyst briefings, and issuer roadshows broadcast live via icdn.video to all registered participants.
Agri-Sustainable Bonds
Track use-of-proceeds for agricultural Green and Social Bonds, with Independent Verifier reports published in real time on the platform.
Appendices & Key References
Appendices, X-News & Key Contacts
X-News — Exchange News Service
X-News is the BSE's real-time regulatory news distribution service, operating 08:00–17:00 on trading days. All price-sensitive announcements must be submitted directly by the Issuer's Compliance Officer. File sizes must not exceed 5MB. Issuers may only publish on websites or social media after X-News confirmation.
Issuers with dual listings must ensure simultaneous publication across all exchanges. Fees for X-News publication apply per the BSE approved schedule.
Key Appendix Requirements
  • Appendix 1: Application for Disclosure Document approval — signed by company secretary, director, and Sponsor
  • Appendix 2: General undertaking — board resolution confirming full compliance with BSE Requirements
  • Appendix 3: Underwriting/Guarantee details — sworn affidavits, certified copies, and trustee confirmation
  • Appendix 5: Annual Report minimum contents — IFRS financials, King Code compliance narrative, and Management Discussion & Analysis
Version 1.0
Initial approval: 13 September 2021
Version 2.0
Second approval including Sustainable Bonds: 9 August 2023
Governing Authority
BSE Board of Directors, subject to NBFIRA oversight and Securities Act No. 26 of 2014