Wrap Text
Censure imposed by the JSE on Mantengu Limited
GEN – General – Mantengu Limited
Censure imposed by the JSE on Mantengu Limited ("Mantengu" or "Company")
The JSE hereby informs stakeholders of the following findings in respect of Mantengu:
BACKROUND
1. On 8 May 2025 the Company published a SENS announcement titled Voluntary Announcement: Share
Price Manipulation - Criminal Complaint and on 9 May 2025 the Company published another SENS
announcement titled Voluntary Announcement: Warning of Shorting Risk ("Announcements").
2. The JSE assessed the content of the Announcements against the relevant provisions of the Listings
Requirements applicable at the time, including paragraph 3.4, read with Practice Note 2/2015 dealing
with price sensitive information, as well as Schedule 9 of the Listings Requirements, read with the
Guidance Letter dated 5 May 2014 dealing with relevant company information. The JSE found that the
content of the Announcements was neither required by paragraph 11.2 of Section 11 of the Listings
Requirements, nor did it constitute price sensitive information as defined in the Listings Requirements.
3. Practice Note 2/2015 requires directors of issuers to exercise discretion in determining what
constitutes price sensitive information. However, such discretion is not absolute and must be
exercised objectively in accordance with the Listings Requirements, rather than in isolation. The
Practice Note provides two key guiding principles in this regard: firstly, that the information must be
specific and precise; and secondly, once specificity and precision are established, issuers must then
assess whether the information could have a material effect on the price of their securities. The
assessment of materiality must consider both quantitative and qualitative factors. Information will be
regarded as specific or precise, with a reasonable degree of certainty, if it pertains to a current or
reasonably anticipated event or circumstance that relates directly or indirectly to the issuer, and the
information is specific enough to predict its effect on the issuer's share price. Additionally, paragraph
3.4 of the Listings Requirements states that the obligation to disclose information on SENS must
pertain to price sensitive information that relates directly or indirectly to the issuer.
4. The Company's decision to publish the Announcements as voluntary announcements was one of the
factors that indicated that the Announcements did not qualify as company announcements in terms of
paragraph 11.2 of Section 11 and did not fall within the ambit of the definition of price sensitive
information. The information published by the Company on 8 and 9 May 2025 lacked the necessary
specificity and precision required to constitute price sensitive information.
5. Accordingly, the information contained in the Announcements was neither required to be published in
terms of paragraph 11.2 of Section 11 of the Listings Requirements nor was it price sensitive
information. The content of the Announcement was speculative, unverified and unsupported, and did
not meet the criteria of being specific or precise. As a result, the information could not have been
expected to have a material effect on the Company's share price as required by the Listings
Requirements.
6. Therefore, the JSE found the Company to be in breach of General Principles (v) and (vii) read with
Schedule 9 and paragraph 3.4 of the Listings Requirements for failing to observe the highest standards
of care in the dissemination of information into the marketplace, whether directly to holders of
relevant securities or to the public, and for failing to promote investor confidence in standards of
disclosure and corporate governance in the conduct of the Company's affairs and in the market as a
whole, in respect of the Announcements published by the Company on 8 and 9 May 2025.
THE JSE'S DECISION TO CENSURE THE COMPANY
7. In terms of Schedule 9 of the Listings Requirements, the SENS platform exists to facilitate the timely,
equal and accurate dissemination of relevant company information to the market. Relevant company
information comprises of company announcements, as contemplated in paragraph 11.2 of Section 11
of the Listings Requirements, as well as price sensitive information required to be released in
accordance with paragraph 3.4 of the Listings Requirements.
8. Investors and shareholders rely on the integrity of SENS as a trusted mechanism through which issuers
communicate information that may influence their investment decisions. This reliance places a clear
obligation on issuers to ensure that any information disseminated via SENS is specific, precise and
supported by verifiable facts. The Announcements published by the Company on 8 and 9 May 2025 did
not meet this standard. The content of the Announcements consisted of allegations, suspicions and
assertions that had not been substantiated or verified at the time of publication. In the absence of
supporting facts or evidence, the information lacked the degree of certainty required to render it
specific and precise and did not provide the market with a clear and reliable basis for decision-making.
9. As such, the information disclosed could not reasonably be expected to have had, nor did it have, an
effect on the Company's securities. The dissemination of speculative or unverified information in this
manner undermines the purpose of SENS and compromises the integrity, reliability and usefulness of
the platform as a source of meaningful market information.
10. In light of the above, the JSE required the Company to remedy the non-compliance by retracting the
Announcements. The JSE cannot permit non-compliant announcements to remain in the public
domain, as doing so would compromise the integrity of the SENS platform and the principles of fair,
orderly and efficient markets. The Company, however, informed the JSE that, having taken advice from
its legal counsel and designated advisor, it had decided not to retract the Announcements, maintaining
that the information therein was based on documentary evidence and factual events.
11. While the Announcements were initially reviewed, approved and disseminated by the Company's
designated advisor, the designated advisor subsequently withdrew its approval and requested that the
Company retract the Announcements on the basis that they did not comply with the Listings
Requirements. Notwithstanding this withdrawal of approval, the Company persisted in its refusal to
retract the Announcements and allowed the non-compliant information to remain on SENS.
12. The JSE considers the Company's conduct in these circumstances to be of a serious nature. The failure
to retract non-compliant disclosures, despite engagement by the JSE and the advice of its designated
advisor, demonstrates a disregard for the obligations imposed on issuers under the Listings
Requirements and undermines investor confidence in the standard and reliability of information
disseminated to the market.
13. For these reasons and with reference to the JSE's findings of breach, the JSE has decided to impose this
public censure and a fine of R100 000 (one hundred thousand rand) on Mantengu, which fine is wholly
suspended for a period of three (3) years, on the condition that the Company is not found to be in
breach of similar provisions of the Listings Requirement during the period of suspension.
27 May 2026
Date: 27-05-2026 01:34:00
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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