Update September 2023: The offering of employee share plans in South Africa is subject to various requirements. On the foreign exchange control side, there are reporting obligations towards the local authorities (Finsurv). With respect to securities law, a number of topics need to be considered:

• Where employees have to pay a purchase / exercise price to acquire shares, a “small offering” exemption may apply (in a nutshell: single offering to fewer than 50 persons in a 12-month period with a value of max. ZAR 1m); if such exemption is not available, a compliance officer for the scheme needs to be appointed, and there are various reporting and procedural obligations to be complied with.
• In case of free share awards (PSUs, RSUs, etc.), the “small offering” exemption may not be available, and the aforementioned reporting and procedural obligations may apply; companies may want to consider granting a cash-settled alternative to participants in South Africa, in which case the local securities law requirements would not apply.

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