Securities and Exchange (Licensing of Minerals Commodities Trading Participants on the Victoria Falls Stock Exchange) Rules, 2024

These rules create the licensing regime for the minerals commodities market on the Victoria Falls Stock Exchange. Eight categories of participant now need a licence: commodity dealing company, general commodity dealing company, individual commodity dealer, individual general commodity dealer, market maker, warehouse operator, warehouse person and clearing house.

Applications go through the Exchange, not directly to the Securities and Exchange Commission. A corporate applicant must file constitutive documents, a list of directors and key personnel with two passport photos, a signed directors' undertaking, proof of capital adequacy set by the Commission, IDs and police clearance for directors and key personnel, proof of business address, bank details, audited financial statements with an auditor's certificate, a valid tax clearance certificate, proof of insurance cover, and the Exchange's recommendation. An individual applicant must be at least 21, hold at least a diploma in a business or mining-related field, produce police clearance, pay the application fee and be recommended by the Exchange. The Commission must decide within 14 days, and where it asks for more information the applicant has 7 days to supply it.

The fees. Application fees, excluding VAT and non-refundable: US$500 each for an individual commodity dealer, individual general commodity dealer and warehouse person; US$350 for a warehouse; US$1 000 for a commodity dealing company and for a warehouse operator; US$1 200 for a general commodity dealing company and for a market maker; and US$2 000 for a clearing house. Annual fees: US$500 for the three individual categories, US$1 000 for a commodity dealing company, US$1 200 each for a general commodity dealing company, market maker and warehouse operator, and US$5 500 for a clearing house. The Exchange collects and must remit half of each fee to the Commission within 10 days.

Trading levies are 0.10% on both the buy and the sell side of warehouse receipt trades, whether done through a broker or directly on the Exchange. For contracts, the Commission levy is capped by lot size: US$4 for 0–5 tonnes, US$4.80 for 5–10, US$6 for 10–25, US$8 for 25–30, and US$8.80 above 30.

The Schedule sets the qualification bar for each licence. Companies must be registered under the Companies and Other Business Entities Act [Chapter 24:31] and appoint a principal officer with a degree, diploma or equivalent in mining engineering, commerce, finance, economics, accounting or law — one year's relevant experience for dealing companies and market makers, two years for a clearing house. A warehouse person needs a diploma in chemistry, chemical technology, metallurgical assaying or geology plus a year's experience — a deliberately technical bar, since that person signs off on what is actually in the warehouse. A warehouse operator must have management with a year's warehouse experience and employ a licensed warehouse person.

The existing Securities (Registration, Licensing and Corporate Governance) Rules, 2010 and the VFEX levies rules of 2023 continue to apply alongside these rules, with necessary modifications.