JSE Fairness Opinions | Fair & Reasonable Opinions

When your deal triggers JSE Listings Requirements or Takeover Regulations, obtaining a clear, independent opinion is not just regulatory box-ticking, it’s essential for deal success, stakeholder trust, and board protection.

At Alpha Valuations, we provide expert Fairness Opinions and Fair and Reasonable Opinions that meet the highest regulatory and professional standards.

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What We Offer

Fairness Opinions

We issue formal, independent views on whether the financial terms of a transaction are fair to shareholders from a valuation perspective.

Typically required for:

Related Party Transactions (JSE Section 10)
Takeovers, Buyouts & Management Offers
Schemes of Arrangement
Dual-Class Share Restructurings
Mandatory Offers (Companies Act, Section 123)

Fair and Reasonable Opinions

We assess both the financial fairness and the strategic reasonableness of the transaction, considering qualitative factors like control, timing, alternatives, and risks.

Typically required for:

Category 1 Related Party Transactions
Insider-Driven or Conflicted Deals
Small RPTs (Section 10.7(b))
Unbundlings or Disposals impacting specific shareholders

What Our Fairness Opinions Cover

Our reports are tailored for regulatory and board scrutiny and typically include:

Independent valuation of the subject company or asset
Analysis of transaction terms vs market norms
Assessment of fairness from a financial point of view
Compliance with JSE, TRP and Companies Act standards
Board-use summaries and disclosure-ready conclusions

Frequently Asked Questions

What is a fairness opinion in South Africa?

A fairness opinion is an independent assessment that determines whether the terms of a proposed transaction are fair from a financial perspective to shareholders. In South Africa, fairness opinions are often required under the JSE Listings Requirements and Takeover Regulations.

Who provides fairness opinions in South Africa?

Fairness opinions must be issued by independent, qualified experts—typically valuation professionals or financial advisors with no interest in the transaction. They must meet the independence requirements of the JSE and/or TRP.

Are fairness opinions legally required?

Yes, in certain transactions governed by the JSE Listings Requirements and Companies Act, fairness opinions are a legal requirement to protect minority shareholders and ensure transparency. They are often required to complete the transaction process.