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General – Censure imposed on Merchantec Capital (Pty) Ltd
GEN – General – Merchantec Capital (Pty) Ltd
Censure imposed by the JSE on Merchantec Capital (Pty) Ltd ("Merchantec Capital")
The JSE hereby informs stakeholders of the following findings in respect of Merchantec Capital:
BACKGROUND
1. Merchantec Capital was the appointed designated advisor ("DA") to Mantengu Limited
("Mantengu" or the "Company") until 1 July 2025.
2. On 27 May 2026, the JSE imposed a public censure and suspended fine against Mantengu
arising from two SENS announcements released on 8 May 2025 and 9 May 2025 ("Announcements").
The findings, breaches and conduct giving rise to the public censure against Mantengu are set
out in full in that announcement.
3. In summary, the JSE found that the Announcements did not constitute company announcements as
contemplated in paragraph 11.2 of Section 11 of the Listings Requirements, nor did they comprise
price sensitive information as defined in paragraph 3.4, read with Practice Note 2/2015. The content
of the Announcements was found to be speculative, unverified and lacking the required degree of
specificity and precision, and therefore should not have been disseminated on SENS.
4. As Mantengu's appointed DA at the time, Merchantec Capital was responsible, in terms of the Listings
Requirements, for advising the Company on its continuing obligations and for ensuring that all SENS
announcements complied with the Listings Requirements prior to their release. This included assessing
both the principle and content of the disclosures included in the Announcements, ensuring that such
disclosures met the requirements of paragraph 11.2 of Section 11 and/or constituted price sensitive
information as defined in paragraph 3.4, and withholding approval where announcements did not comply.
5. In the present matter, the Announcements were initially reviewed, approved and released to the market
with the involvement of the DA. After the publication of the Announcements, the DA reassessed its
position and advised Mantengu that the Announcements did not comply with the Listings Requirements.
The DA provided the Company's board with its reasons and requested that the Announcements be retracted.
When the Company declined to retract the Announcements, the DA withdrew its approval on 28 May 2025.
6. While the DA took steps after the Announcements were disseminated to address the non-compliance, including
requesting retraction of the Announcements and withdrawing its approval thereof, the non-compliant information
remained in the public domain due to the Company's refusal to retract it.
7. The JSE is of the view that the DA's initial conduct in this matter fell short of the standard expected of
designated advisors. The DA's primary obligation is to act as a first-line safeguard of compliance by preventing
non-compliant disclosures before they reach the market. Proper discharge of this duty would have required the DA
to apply the necessary scrutiny and to withhold approval of the Announcements prior to their publication, thereby
preventing the release of Announcements that did not comply with the Listings Requirements.
8. Accordingly, the JSE found the DA to be in breach of paragraphs 2.9(c), 2.9(d) and 2.9(h) of the Listings
Requirements in force at the time, for failing to: (i) ensure that the Announcements complied with the
Listings Requirements, both in principle and content; (ii) properly guide and advise the Company on the application
of the Listings Requirements in respect of price sensitive information and SENS disclosures; and (iii)
discharge its duties as DA with due care and skill. This failure directly resulted in and/or contributed to the
Company's failure to comply with the Listings Requirements.
JSE'S DECISION TO CENSURE THE DA
9. The Listings Requirements impose a clear and proactive duty on designated advisors and sponsors to act as
gatekeepers of issuers' compliance and to safeguard market integrity. Designated advisors and sponsors have
a duty in terms of the Listings Requirements to ensure that SENS announcements comply with the Listings Requirements
and the JSE therefore places significant reliance on sponsors and designated advisors fulfilling this role to
ensure proper regulation of the market. This includes a duty to properly assess, interrogate and, where necessary,
refuse approval of any SENS announcement that does not comply with the Listings Requirements. The JSE therefore
expects designated advisors and sponsors to discharge this responsibility with due care, skill and diligence
to ensure the integrity and reliability of information disseminated to the market.
10. Notwithstanding the DA's corrective actions, it did not negate or cure the initial failure to properly assess
the Announcements and to withhold approval prior to publication, as required under the Listings Requirements.
11. For these reasons and with reference to the JSE's findings of breach, the JSE has decided to impose this
public censure on Merchantec Capital as a result of its failure to comply with important provisions of the of
the Listings Requirements.
22 June 2026
Date: 22-06-2026 12:28:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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