Disclosure Requirements - South Africa
Disclosure Category: 1
In the case of holdings in securities listed in South Africa (including foreign securities) and in financial instruments that are convertible into listed securities, CBL is under obligation, under Section 56 of the 2008 Act, as amended, to disclose the identity and holdings of its customers holding applicable positions.
In order to comply with the legislation as mentioned above, customers entering into transactions in the South African market are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from CBL such information as is required to be disclosed.
Customers are advised that local laws and regulations (including the South African Companies Act) may require CBL to disclose securities holding information and the identity of its customers.
Background and legal basis
Section 56 of the Companies Act gives an issuer the power to investigate ownership of its securities.
A written notice is sent by the issuer to any person that holds the securities or that held the securities during the three years preceding the date of the notice. The notice is addressed to the person whose name appears in the shares register or the person the issuer knows or has reasonable cause to believe to have a beneficial interest in the securities issued by that issuer. The issuer can request that the final beneficial owner be revealed.
The South African market recognises the nominee concept and South African securities held by CBL customers are registered in the name of Standard Chartered Nominees SA (Pty) Ltd or, if deposited with the CSD, in the name of the CSD’s nominee. The Companies Act gives the issuer the right to require disclosure down to the level of the final beneficial owner.
Non-compliance with Section 56 of the Companies Act is considered as an offence. Persons failing to comply shall be subject to a fine or imprisonment for up two years or both.
Stamp duty and capital gains tax
The South African Tax Authorities organise the Securities Transfer Tax (STT) and Capital Gains Tax (CGT), which is charged to the beneficial owner via the custodian (Standard Chartered Bank Johannesburg Branch) and CBL, if applicable.
The South African Tax Authorities may question or make inquiries in relation to any details of a transaction, including the eligibility for exemption.
By holding equities issued in South Africa in an account with CBL, customers are deemed to have authorised disclosure to the South African Tax Authorities, upon request, of all details of transactions relating to such equities.