Primary briefing · Gazette
high impact 54697 · 7489 · 2026-05-18
Draft Capital Flow Management Regulations — Comment Deadline Extended to 30 June 2026
Comment closes
30 Jun 2026
Government Notice No. 7489 extends the public comment period on the draft Capital Flow Management Regulations, 2026 — originally published under Government Notice No. 7375 in Gazette No. 54520 of 17 April 2026 — to 30 June 2026. The draft Regulations, made under the Currency and Exchanges Act 9 of 1933, represent a fundamental overhaul of South Africa's exchange control framework. Written comments must be submitted to CommentDraftRegulations@treasury.gov.za by the new deadline.
Who is affected
Banks and authorised dealersInstitutional investors with cross-border mandatesCorporates with cross-border operations or FX exposureExchange control practitionersIn-house counsel advising on capital flows What this means for practitioners
Submit written comments on the draft Capital Flow Management Regulations to CommentDraftRegulations@treasury.gov.za by 30 June 2026
Review the underlying draft Regulations (Gazette 54520 of 17 April 2026) and assess impact on client cross-border structures, FX arrangements, and investment mandates
Alert affected clients to the extended deadline and coordinate substantive submissions
Primary briefing · Judgment
high impact High Court (Gauteng Division, Pretoria) · 2026-05-18
Afrimat Iron Ore (Proprietary) Ltd v Minister of Mineral and Petroleum Resources and Others
Afrimat sought to acquire a mining right held by Ochre Shimmer, a company in which a 34% minority shareholder had earlier transferred her shares to the majority shareholders. Afrimat also applied to the Minister under MPRDA s 11 for consent to transfer the mining right itself. The Minister failed to decide on the consent application for nine months, jeopardising Afrimat's ability to meet an imminent Transnet IOEC bid deadline.
The court held: The court held that a 34% shareholding did not constitute a 'controlling interest' under s 11(1) because the remaining shareholders already held 66% and controlled the company — so the share transfer did not require ministerial consent. Applying the Vumazonke standard, the court found the nine-month delay unreasonable under PAJA s 6(2)(g), set aside the failure to decide, substituted its own decision under PAJA s 8(1), and directed the Minister to grant consent by 20 May 2026 and execute the notarial deed of cession by 22 May 2026. Costs were awarded on Scale C including costs of two counsel.
Legal impact: Confirms and applies SCA authority (Mogale Alloys, Vantage Goldfields) that MPRDA s 11(1) regulates disposal — not acquisition — of a controlling interest, and that a minority stake which does not on its own command control of the company does not trigger the consent requirement. The substitution remedy with tight compliance deadlines signals judicial willingness to intervene decisively where ministerial delay causes imminent commercial harm. Practitioners structuring mining M&A transactions can rely on this to distinguish minority share transfers from controlling-interest disposals.
Who is affected
Mining M&A practitionersMining companies acquiring or disposing of mining rightsShareholders in mining-right-holding entitiesBEE/HDSA shareholders in mining companiesPractitioners dealing with MPRDA s 11 consent applications and ministerial delays What this means for practitioners
For pending or planned mining share transactions, assess whether the interest being transferred constitutes a 'controlling interest' under s 11(1) — minority transfers below the control threshold do not require ministerial consent
Where ministerial consent applications under MPRDA s 11 have been pending beyond three months without special circumstances, consider PAJA review and substitution as a remedy
Note that s 11(1) regulates disposal, not acquisition, of a controlling interest — structure transaction advice accordingly