Terms of Reference: Technical support to the Malawi Stock Exchange in preparation for the listing of mining companies (Malawi/Remote)

1. Programme Background

Malawi Value Chains (MVC), implemented by Adam Smith International (ASI), is one of three components of the Malawi Trade and Investment Programme (MTIP), a five-year FCDO-funded initiative that aims to break Malawi’s cycle of low growth by driving exports. The overall objective is to increase productivity, quality production, and export performance of the macadamia and mango value chains, as well as supporting increased mining investment and, ultimately, exports. Another complementary MTIP component focuses on reducing the time and costs of trade and logistics, implemented by TradeMark Africa. 

2. Objective

The Government of Malawi has identified the mining sector as a key pillar of its economic growth and development strategy, driven by the potential for increased mineral production and the anticipated progression of new medium- and large-scale mining projects toward final investment.

The Malawi Stock Exchange (MSE) is undertaking a comprehensive review of its capital markets framework, with the purpose of making it suitable for the imminent listings of mining companies. The review will align with international good practices, enhance market efficiency and support sustainable economic development.

MVC is supporting this engagement and is seeking to engage a Capital Markets Specialist to provide technical assistance in reviewing and, where necessary, updating the legal, regulatory and operational framework for effective listing of mining companies.

The primary objective of the consultancy is to support the Malawi Stock Exchange in updating and expanding its capital markets framework for mining company listings. The consultant will assess current relevant frameworks, identify gaps, and recommend improvements and additions across policy, regulatory and operational areas.

3. Scope of Work

The Capital Markets Specialist will be responsible for the following tasks:

• Strengthening the Mining Listing Requirements Framework

To facilitate the smooth and successful listing of mining companies on the MSE, the existing listing requirements framework should be reviewed through a suitability assessment and a detailed benchmarking exercise against both international and regional listing requirements. Special attention will be given to ESG considerations and dual listing pathways.  

1. Conduct a comparative assessment of the MSE’s current listing requirements against those of selected regional and global stock exchanges to identify gaps and opportunities. The analysis should cover both general (industry-agnostic) listing requirements and those specific to the mining sector. This assessment will involve consultations with key stakeholders, including the Reserve Bank of Malawi, the Chamber of Mines, MCCCI, relevant mining companies, and any other identified parties.

2. Identify regional and international good practices for mining-focussed ESG disclosures, and assess which disclosures are most appropriate and feasible for adoption within the Malawi context.

3. Identify potential dual listing pathways that promote compliance efficiencies. Companies expected to pursue dual listings on the MSE and other exchanges such as the Australian Securities Exchange (ASX) and London Stock Exchange (LSE) are likely already complying with specific international disclosure principles or methodologies. The consultant will assess the applicability and impact of aligning MSE requirements with commonly applied international standards or methodologies, including those of ASX and LSE, to streamline compliance processes and attract cross-border issuers. 

4. Identify regional synergies and opportunities for alignment (mining framework only). Work with ongoing efforts to foster integration among SADC stock exchanges, identifying how listing requirements could be best shaped to allow regional stock exchanges to speak to one another, creating multiple listing opportunities.

5. Develop recommendations. Create a list of proposed amendments and additions to the current mining framework.

6. Review any relevant secondary legislation to ensure alignment with recommendations and address any potential challenges.

7. Test the recommendations to the current framework with investor groups and mining companies. This may include the development of a consultation paper to invite structured feedback from stakeholders.

8. Finalise and adopt listing requirements for mining companies. Provide recommendations for adoption by MSE and its shareholders.

• Support for Listing Preparation and Mining Compan