CHECKLIST – PROVISIONAL REPORT
(red denotes those changes made in Service Issue 13 on 1 April 2010)
Also applies for preliminary and abridged reports.
Please note that this checklist must be read in conjunction with the Practice Note 1 of 2003, and also the definitions as contained in the Listings Requirements.
The procedures by the JSE for late reporting are dealt with in paragraph 3.17 of the Listings Requirements.
Should the auditors modify their opinion the JSE will follow the procedures as set out in paragraph 3.25 of the Listings Requirements.
Applicable Listings Requirements:Ref
Notes
3.16
Preparation
3.18(c)
Auditors report
3.18(e)
Auditors report
3.18(f)
Preparation and
disclosure
3.18(g)
Disclosure
3.18(i)
Submission to the JSE
3.20
Preparation
3.21
Submission and
disclosure
Applicable requirement
Provisional reports
If an issuer has not distributed annual financial statements to all shareholders within three months of its financial year
end, it must publish and distribute to all holders of securities provisional annual financial statements (“provisional
reports”) within the three months as specified, even if the financial information is unaudited at that time. The provisional
reports are to be prepared in accordance with paragraphs 3.15, 3.18(c) and 8.57 to 8.61. The audit report does not
need to be included in its entirely in the provisional report, but must rather be dealt with in terms of paragraph 3.18(f).
(amended with effect from 1 April 2010)
Requirement for review by auditors
The following provisions apply in respect of unaudited interim reports, unaudited quarterly reports and unaudited
provisional reports:
unaudited provisional reports shall be reviewed by an issuer’s auditors;
when conducting a review of an unaudited interim or provisional report, the auditors shall follow the guidance provided
in the International Standard on Review Engagements, (ISRE) 2410, Review Financial Statements of Interim Financial
Information Performed by the Independent Auditor of the Entity;
if an interim or provisional report has been reviewed or audited by the auditor, this fact and the name of the auditor must
be stated in the published interim or provisional report. The published interim or provisional report must state the type of
review/audit conclusion, i.e. unqualified, qualified, disclaimer or adverse, and should contain an extract of the exact
modification paragraph from the auditor’s report. The published interim or provisional report must also mention and
contain details of any emphasis of matter paragraph/s regarding reportable irregularities, as defined in the Auditing
Profession Act, (No. 26 of 2005), contained in the auditor’s report. If the report of the auditor is not included in the
published interim or provisional report, it shall state that the report of the auditors is available for inspection at the
issuer’s registered office;
if during the course of a review of a provisional report, the auditors become aware of any unresolved matter that could
result in an emphasis of matter or a qualified, adverse or disclaimer of opinion in the annual financial statements for the
period under review, that fact and the nature thereof shall be stated; and
if a review is required in terms of the above, a signed copy of the auditor’s review opinion must be submitted to the JSE
within 24 hours of the publication of the results. (amended with effect from 1 April 2010)
Where annual financial statements have not been distributed to holders of securities within three months of its
financial year end, the issuer must distribute and publish a provisional report as detailed in paragraph 3.16.
An issuer’s annual financial statements must be sent to the issuer’s holders of securities and 100 copies sent to the JSE
once they are issued. At the same time an abridged version of such annual financial statements (“abridged report”),
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3.22
Preparation and
disclosure
Where a change
statement is
made/required kindly
refer to the Practice Note
1 of 2003 below
3.25(e)
Disclosure
8.57(b)
Preparation and
disclosure
8.57(c)
Disclosure
8.58(a)
Disclosure
complying with paragraphs 8.57 to 8.61, must be published. Although the audit report of the auditor need not be
included in the abridged report, the name of the auditor must be included and if such report is modified, details of the
nature of such modification shall also be stated therein. If the audit report is not modified then a statement to this effect
must be included in the report. (amended with effect from 1 April 2010)
Any annual financial information published voluntarily by an issuer in advance of being required to do so in terms of
paragraphs 3.20 or 3.21 must, at a minimum, be reviewed by the issuer’s auditor (who must also comply with 3.18(g) as
it relates to its opinion on the preliminary report) and must comply with paragraphs 8.57 to 8.61 in respect of disclosure
(“preliminary report”). In this event the name of the auditor must be stated in the preliminary report. Although the
review/audit report of the auditor need not be included in the preliminary report, the preliminary report must state the
type of review/audit conclusion, i.e. unqualified, qualified, disclaimer or adverse, and should contain an extract of the
exact modification paragraph from the auditor’s report. The published preliminary report must also mention and contain
details of any emphasis of matter paragraph or paragraphs regarding reportable irregularities, as defined in the Auditing
Profession Act, (No. 26 of 2005), contained in the auditor’s report. If the review/audit report of the auditor is not included
in the preliminary report, it must state that the report of the auditor is available for inspection at the issuer’s registered
office. If an issuer has published a preliminary report, then, at the date of issue of its annual financial statements; such
issuer must either comply with paragraph 3.21, or publish an announcement stating that it has issued its annual
financial statements and that it is not publishing an abridged report as the information previously published in the
preliminary report is unchanged. (amended with effect from 1 April 2010)
Modified audit report
The following procedure shall prevail where a modified audit report has been issued on an issuer’s annual, provisional
or preliminary financial statements:
When the audit report includes additional paragraph/s in terms of some additional reporting responsibilities of the
auditor, such as the obligation to report Reportable Irregularities in terms of the Auditing Profession Act (No. 26 of
2005), this must be announced by the Issuer through SENS and the JSE may decide to take further action. (amended
with effect from 1 April 2010)
Minimum contents of interim reports, preliminary reports, provisional annual financial statements (“provisional reports”)
and abridged annual financial statements (“abridged reports”)
Every listed company, in addition to complying with the statutory requirements concerning interim reports, preliminary
reports, provisional reports and abridged reports must prepare and present such financial information as follows:
(b)(i) preliminary reports, provisional reports and abridged reports must be prepared as follows and a statement
confirming that it has been so prepared must be included in the report:
in accordance with and containing the information required by IFRS and the AC 500 standards, as issued by the
Accounting Practices Board or its successor; or (amended with effect from 1 April 2010)
(b)(ii) in accordance with the framework concepts and the measurement and recognition requirements of IFRS and the
AC 500 standards as issued by the Accounting Practices Board or its successor, and must also as a minimum
containing the information required by IAS 34: Interim Financial Reporting; (amended with effect from 1 April 2010)
a statement must be included confirming that the accounting policies are in terms of IFRS and are consistent with those
of the previous annual financial statements (or include details of the changes). (amended with effect from 1 April 2010)
Supplementary information
In addition to the requirements of IFRS and the AC 500 standards as issued by the Accounting Practices Board or its
successor on Interim Financial Reporting and Schedule 4 of the Act, the following supplementary information must,
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8.58(c)
8.60
Disclosure
Proforma effects will
normally have been
included in an earlier
category transaction
announcement.
Disclosure
8.61
Preparation
Note
(appen
S11)
16.21(a)
1
to
Disclosure
100 copies must be
submitted to the JSE
16.2(kk)
Submission
18.38
Dual listing
where applicable and material, be included:
in respect of the period under review and the immediately preceding comparable period, a headline earnings per
share and a diluted headline earnings per share figure must be disclosed, in addition to the required IFRS earnings
per share figures, together with an itemised reconciliation between headline earnings and the earnings used in the
calculation of earnings per share;
disclosure where there is a material change to the initial estimates of a contingent consideration payable or
receivable in terms of an acquisition or disposal, as used in the pro forma financial effects calculations.
Audited/reviewed interim, provisional and abridged annual reports
If an interim, preliminary, provisional or abridged report has been audited or reviewed by an auditor, this fact and the
name of the auditor shall be stated in such published report. Although the report of the auditor need not be included in
the published report, if such report is modified, details of the nature of such modification shall be stated therein. If the
report of the auditor is not included in the published report, it shall state that the report of the auditor is available for
inspection at the company’s registered office. If such report has not been audited or reviewed by an auditor, an
appropriate negative statement must appear in such published report.
Basis of presentation
Interim, preliminary, provisional and abridged reports must be presented on a consolidated basis and prepared in
accordance with paragraphs 8.57 and 8.58.
Details concerning the date, time and venue of the annual general meeting must be included in the abridged report.
The JSE must be promptly furnished with the following:
100 copies of:
(v)
interim and provisional reports;
All documentation relating to the following must be submitted to the JSE
through the medium of a sponsor:
The signed audit report referred to in Section 3.25.
Interim financial information, on an equivalent basis to paragraph 18.37, on the merged DLC structure, and for the
separate companies, respectively, must be published.
For the release of the year-end results, companies are also referred to Practice Note 1 of 2003
Practice note: 1/2003
Introduction
During the various presentations on the 2003 Listings Requirements which became effective 1 September 2003, certain issues were raised which have prompted
the JSE Limited (“JSE”) to provide clarity and guidance on those Requirements in the form of this Practice Note.
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Year-end results
The following guidance is provided by the JSE regarding the announcement of year-end results and publication of annual financial statements in order to remove
any confusion that may have arisen as a result of incorrect interpretation of the new listings requirements (“LR”) dealing with these issues.
Terms used herein:
“financials”
the annual report of the company which contains the audited annual financial statements as well
as supplementary information which is sent to each securities holder (excluding those securities
holders in the dematerialized environment who have elected not to receive same)
“abridged reports”
abridged or condensed version of the financials (audited results) detailed in LR 3.21, not sent to
shareholders, announced only on SENS (refer to the Appendix to Section 11), containing the
information required by IFRS on Interim Financial Reporting and AGM details (see below);
“preliminary reports”
voluntary abridged or condensed version of the financials (at a minimum these results must be
reviewed) detailed in LR 3.22, not sent to shareholders, announced only on SENS (refer to the
Appendix to Section 11), containing the information required by IFRS on Interim Financial
Reporting;
“provisional reports”
compulsory abridged or condensed version of the financials (at a minimum these results must
be reviewed ) detailed in LR 3.16, distributed to each securities holder, published in the press
and on SENS (refer to the Appendix to Section 11), containing the information required by IFRS
on Interim Financial Reporting;
“no change report”
an announcement, not sent to shareholders, published only on SENS, stating that there have
been no changes to any financial information previously published in a preliminary or
provisional report;
“AGM details”
brief details regarding the annual general meeting such as date, time and venue;
“no change + AGM details report”
an announcement, not sent to shareholders, published only on SENS, stating that there have
been no changes to any financial information previously published in a preliminary or
provisional report and containing brief details regarding the annual general meeting such as
date, time and venue;
The different scenarios that may occur regarding announcements of year end results and publication of financials is as follows:
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No.
1
2
Scenario narrative
Within 3 months of year-end
Issue financials and announce an
abridged report
Within 3 months of year end
Financials not issued and publish a
provisional report
After 3 months of year-end
Issue financials and publish a no change
+ AGM details report;
or
Issue financials and publish an abridged
report because there have been changes
(the changes must be highlighted in the
abridged report)
3
4
5
Within 3 months of year-end
Announce a preliminary report, then later
issue financials and announce a no
change + AGM details report
Within 3 months of year-end
Announce a preliminary report, then issue
financials and announce an abridged
report because there have been changes
(the changes must be highlighted in the
abridged report with detailed
explanations) (amended with effect from 1
April 2010)
Within 3 months of year-end
Announce a preliminary report, financials
not issued and publish a provisional
report (issuers may not publish a no
change report even if there have been no
Required to be
announced on
SENS
Required to be
published in
the press
Abridged report
Nothing
Provisional
report
Provisional
report
No change +
AGM details
report
Nothing
Abridged report
Nothing
Preliminary
report; and later
a no change +
AGM details
report
Nothing; and
Nothing
Preliminary
report; and later
an abridged
report
Nothing; and
Nothing
Preliminary
report; and later
a provisional
report
Nothing; and a
provisional
report
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changes from the preliminary report)
After 3 months of year-end
Issue financials and publish a no change
+ AGM details report;
or
Issue financials and publish an abridged
report because there have been changes
(the changes must be highlighted in the
abridged report with detailed
explanations) (amended with effect from 1
April 2010)
No change +
AGM details
report
Nothing
Abridged report
Nothing
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