Landmark Listing: Otlaadisa Law acts as legal advisor in the listing of an Actively Managed ETF

Otlaadisa Law Media Deal Announcement

Otlaadisa Law feels honoured to have acted as legal advisor in a transaction culminating in the successful listing of the Vunani Global Equity Prescient Feeder Actively Managed ETF on the Botswana Stock Exchange. On 2 December 2025, our corporate team led by our Founder Onalenna Otlaadisa Diloro joined the issuer, fellow advisors, regulators and market participants at the Opening Bell Ceremony, marking the ETF’s admission to the market.

This listing is a groundbreaking development for Botswana’s capital markets. It introduces the market’s first actively managed global-equity ETF and broadens the spectrum of regulated investment products available to institutional and retail investors.

We wish to congratulate Vunani Fund Managers and the Botswana Stock Exchange on this important milestone, and are proud to have supported a transaction that sets a strong precedent for future product innovation in the local market.

Our Capital Markets Practice

Our firm provides expert legal advisory services for capital markets transactions, supporting issuers, investors, underwriters, sponsors, and trustees. We guide clients across all stages of transactions, including structuring, regulatory approvals, documentation, listing, and post-listing compliance, combining deep knowledge of local law with practical market experience. Our services cover equity capital markets such as public listings, private placements, rights issues, and the listing of ETFs. We also provide debt capital markets legal advisory services, assisting with the structuring and issuance of instruments such as bonds and note programmes. In addition to transaction execution, we provide ongoing advisory services on capital markets regulation, corporate actions, disclosure obligations, corporate governance, coordination with local regulators and cross-border transaction support where required.

If you have any questions or require any assistance, please feel free to contact Onalenna Otlaadisa Diloro at onalenna@otlaadisa.law, or email our team at info@otlaadisa.law . You can also contact us on our office line at +267-3111072.

Commencement of the Mines and Minerals (Amendment) Act

Otlaadisa Law Media Regulation

The Mines and Minerals (Amendment) Act No. 14 of 2024 (“the Act”) came into force on 1 October 2025, marking a significant development in Botswana’s mining regulatory framework. These amendments are designed to strengthen governance, promote economic growth and citizen participation, and ensure responsible and sustainable exploitation of the country’s mineral resources.

The key changes introduced by the Act include:

  • licence holders are now required to exploit minerals in a manner that:
    • promotes, benefits and contributes to the economy of Botswana;
    • ensures equitable access and benefit to mineral resources by citizens; and
    • ensures safety, health and environmental protection.
  • directors and shareholders of companies that are in default of regulatory obligations in terms of the Act are prohibited from acquiring new mineral concessions;
  • citizen empowerment provisions have been enhanced, and there is a requirement for licence holders to submit reports to the Minister on all operations in relation thereto;
  • the provisions on transfer of licences have been augmented and strengthened, restricting any type of dealing with the licences or the controlling interest in the holder thereof without approval of the Minister. The Act introduces the meaning of controlling interest, which specifically includes both direct and indirect interest, irrespective of whether the transactions take place in or outside Botswana;
  • in the event the Government elects not to exercise its option of acquiring interest in mining companies, licence holders are required to dispose of up to 24% to citizens or citizen owned companies within a period of 3 years of issuance of a mining licence, with an obligation for notifying, and submitting annual progress reports to the Minister. In circumstances where the licence holder has made efforts and no citizen or citizen owned company is successful in taking the interest within the 3 years, this obligation falls away;
  • prohibition of the removal of minerals or samples from Botswana for studies, surveys or tests without the permission of the Director of Mines;
  • the provisions for rehabilitation obligations have been strengthened. The amendments specify methods for financial provision as including an environmental rehabilitation trust fund or any trust registered in terms of the Trust Property Control Act, a financial guarantee from financial institutions approved by the Minister, or other methods as may be prescribed; and
  • the penalties for breach and offences under the Act have been enhanced.

All stakeholders (including operators, investors, and companies with existing mineral rights) are encouraged to review their operations, agreements, and compliance procedures to align with the new amendments of the Act.

Our Firm’s Services in the Mines and Minerals Sector

Our firm offers a full suite of services for clients operating in the mines and minerals space, including:

  • regulatory advisory: review and advisory work on regulation and statutory obligations.
  • due diligence and transaction advisory: comprehensive legal review for potential acquisitions, partnerships, or investment opportunities and drafting necessary legal documents.
  • funding and investment support: drafting and negotiation of appropriate financing agreements and registration of security.
  • corporate structuring: assisting with the corporate structuring of mining entities, joint ventures and farm-in arrangements, liquidations and restructurings.
  • compliance and investigations: mine accident enquiries, compliance enquiries and investigations, health and safety policies, operational policies and procedures.

If you have any questions or require any assistance with regularising your business operations, we are available to assist. Please feel free to contact Onalenna Otlaadisa Diloro at onalenna@otlaadisa.law,  or email our team at info@otlaadisa.law. You can also contact us on our office line at +2673111072.

 

A lot is changing – Legal round-up, August 2025

Otlaadisa Law Media Regulations

The winter sitting of Botswana’s 13th Parliament officially concluded on Friday 15 August 2025, wrapping up a busy session marked by the adoption, commencement and publication of several significant pieces of legislation. We hereby provide a round-up of laws which are expected to impact your business operations and shape the broader legal landscape in Botswana moving forward.

New Dawn in the Financial Services Sector!!

The Banking Act

The Banking Act No. 8 of 2023 came into force on 15 August 2025. The Act repeals the 1995 law, ushering in a modern, risk-based framework with a particular focus on governance. It codifies many long-standing guidelines, providing legal clarity and certainty. Key changes:

  • broadens the scope of regulation by including deposit-taking institutions and cross border entities.
  • strengthens governance by introducing stricter board composition and accountability requirements and imposing clearer duties of oversight and risk management.
  • introduces a comprehensive bank resolution framework, designating the Bank of Botswana as the resolution authority with powers to assess banks’ resolvability and to prepare resolution plans. It provides for the appointment of an official administrator to take control of a failing bank and generally introduces a suite of internationally recognised resolution tools. There is an emphasis on systemically important banks, requiring enhanced planning and oversight to ensure their failure does not threaten the financial system.
  • embeds prudential requirements in alignment with Basel, and reinforces regulatory standards that conform with IFRS.
  • provides for a structured framework for mergers and acquisitions involving banks and deposit-taking institutions.
  • establishes an Appeals Tribunal to provide an independent mechanism for challenging regulatory decisions made by the Bank of Botswana.

If you have any questions or require any assistance with regularising your business operations, we are available to assist. Please feel free to contact Onalenna Otlaadisa Diloro at onalenna@otlaadisa.law ,  or email our team at info@otlaadisa.law. You can also contact us on our office line at +2673111072.

Constitution (Amendment) Bill, 2025

The Bill intends to strengthen the country’s judicial framework by establishing a Constitutional Court. The Constitutional Court will be vested with exclusive and final jurisdiction to deal with the fundamental rights and freedoms detailed in the Constitution and any other fundamental rights as found in any other law, matters concerning membership of the National Assembly, election petitions, final determination of the constitutionality of Acts of Parliament and interpretation, enforcement or adjudication of matters relating to the Constitution.

Key Takeaways:

  • Currently: the Court of Appeal is the final court for all matters (including constitutional).
  • Proposed Constitutional Court: the Court of Appeal remains final for non-constitutional issues. The Constitutional Court becomes the final authority on all constitutional matters.

The Bill, if adopted, will fundamentally change the legal landscape in Botswana. It is currently still undergoing the necessary legislative processes for adoption into law.

The Employment and Labour Relations Bill

The Bill repeals and re-enacts the Employment Act and consolidates all employment and labour related laws.  The most significant changes include:

  • introduction of fundamental rights and protections, including prohibition of discrimination, violence and harassment in the workplace and entrenching the freedom of association for workers;
  • revision of leave entitlements including the introduction of hospitalization leave, family responsibility leave, adoption leave and paternity leave. The bill also increases maternity benefits and allowances;
  • introduction of protections during probation, limiting it to six months and restricting terminations unless certain conditions are met;
  • introduction of restrictions on fixed term contracts, which are to be limited to 12 months except in circumstances detailed in the Bill; and
  • introduction of the presumption of employment where certain factors are present, such as being under the direction and control of the other person, being provided with tools and where the person renders a service to a single person or entity.

The Bill was passed by Parliament but is not yet in force.

Value Added Tax (Amendment) Bill, 2025

The Bill seeks to modernise the tax framework by ensuring equal treatment across both digital and physical services, thereby promoting fairness and improving compliance in the digital economy. It does this by proposing to amend the Value Added Tax Act to introduce the taxation of remote services and mandate electronic invoicing, amongst others.

Key changes:

  • widens the scope of application of the VAT Act to remote and digital services, including cross-border online transactions provided by non-residents and consumed in Botswana. This is intended to align the VAT treatment of digital services with that of physical services, in recognition of the significant growth of digital services in recent times.
  • introduces electronic invoicing for VAT collection through the utilisation of electronic fiscal devices, meant to link invoicing with the BURS system for authentication. This change is meant to tighten monitoring and address underreporting of sales.
  • introduces a reverse charge mechanism, extending the responsibility of accounting for VAT to recipients of imported services.

The Bill was passed by Parliament but is not yet in force. It introduces significant changes that require detailed regulations and infrastructural support prior to implementation.

Digital Services Bill, 2025

In a move to catch up with the rest of the world, the Digital Services Bill was passed by parliament on 15 August 2025, bringing with it significant changes to enable digitisation across the country. For the legal and regulatory space in particular, the Bill introduces the development and maintenance of an electronic government gazette, and mandates that public bodies shall publish any information meant for public consumption or contribution in an electronic format or platform.

The Bill aims to provide for the regulation of digital services, as well as to enhance the management and promotion of these services.

Key provisions:

  • it applies to public and private bodies in the provision of digital services which carry out business into or from Botswana, irrespective of the physical location from which the activity is carried out, with the exclusion of services by or on behalf of the state involving national security, defence or public safety;
  • it proposes to take precedence in the event there is conflict between its provisions and the provisions of any other law on digital services. However, the provisions of the bill are subservient to the provisions of the Data Protection Act and the Access to Information Act;
  • it provides for certain guiding principles in the provision of digital services, including:
    • that digital services shall be developed with a view towards long-term sustainability, adaptability to emerging technologies and minimising the impact on the environment; and
    • that public and private bodies should ensure that citizens and businesses are required to provide the same information only once, and the information is to be shared and re-used as necessary, in accordance with the provisions of the Data Protection Act.
  • a Digital Services Authority is established, with powers to develop digital service policies and programmes, develop enforcement strategies, undertake research and develop technical and data standards and audit public and private bodies for compliance, amongst others; and
  • public bodies are mandated to publish information in electronic format and the e-gazette is introduced.

The Bill was passed by Parliament but is not yet in force.

Cybersecurity Bill, 2025

In a world where cybersecurity is crucial and can cripple economies, the Bill provides for the establishment of structures to promote cybersecurity and capacity building in Botswana.

Key provisions:

  • establishes the National Cybersecurity Authority with powers to establish codes of practice, policies and standards for cybersecurity, to monitor compliance, process applications for licences, permits and the like for services regulated under the Bill;
  • the Authority shall conduct national cyber- risk assessments of the activities of national information infrastructure owners;
  • establishes a cybersecurity multisectoral committee, consisting of nine members appointed by the Authority. Its functions include to assess the effectiveness of policies and measures to combat cybersecurity threats and incidents, make recommendations to the Minister and the Authority for legislative, administrative and policy reforms in respect of matters of cybersecurity;
  • provides for the licensing of certain services, including penetration testing, software development, information security risk assessment, incident response and many others. A person shall not provide the cybersecurity services unless they have obtained a licence granted by the Authority. The licences are not transferrable;
  • establishes the Botswana Computer Security Incident Response Team, which shall promote cybersecurity and cyber resilience and the protection of the critical information and critical national information infrastructure; and
  • classifies certain services as being critical to the functioning of the nation’s security, public order, health, economy and safety, including telecommunications and IT systems, transport, energy, water, financial sector, healthcare and public and e-government services.

If you have any questions or require any assistance with regularising your business operations, we are available to assist. Please feel free to contact Onalenna Otlaadisa Diloro at onalenna@otlaadisa.law ,or email our team at info@otlaadisa.law. You can also contact us on our office line at +2673111072.

Know Your Legal Deadlines – Botswana

Otlaadisa Law Media Legal Deadlines

Businesses in Botswana are experiencing increased regulation. It is therefore critical for them to keep up to date with legal developments to ensure they regularise their operations to comply. We hereby provide you with a brief summary of looming deadlines to assist you in your planning. [ Read more ]

The Data Protection Act comes into effect

Otlaadisa Law Media Regulations

The Data Protection Act, Act 32 of 2018, (“the Act”) came into operation on 15 October 2021. This piece of legislation enacted to give individuals in Botswana comprehensive protection of their data within a single primary Act. Before its enactment, data privacy was inadequately protected in a peicemeal fashion mostly by the common law and other pieces of legislation. The Act establishes the Information and Data Protection Commission (“the Commission”), which is responsible for the implementation of the Act.

Scope of the Act

The Act applies to the processing of personal data entered in a file by or for a data controller either in Botswana or, where the data controller is not in Botswana, by using automated or non-automated means situated in Botswana, unless these means are used only to transmit personal data. The Act does not apply in circumstances where personal data is processed during a purely personal or household activity or on behalf of the State for national security, prosecution of offences, budgetary or tax matters and the like.

Personal Data and Sensitive Personal Data

The Act defines both personal data and sensitive personal data:

  • Personal data is defined as “information relating to an identified or identifiable individual, which individual can be identified directly or indirectly, in particular by reference to an identification number, or to one or more factors specific to the individual’s physical, physiological, mental, economic, cultural or social identity and ‘data’ shall be construed accordingly.”
  • Sensitive personal data on the other hand is personal data that reveals, among other things, an individual’s racial or ethnic origin, physical or mental health, membership of a trade union or personal financial information, political opinions, generic data, biometric data and personal data of minors, amongst others.

Regulation

The Act primarily focuses on three main parties to the processing of data: data controllers, data subjects and data processors. A data subject is the subject of personal data (the individual), a data controller is a person who determines the purposes and means of processing of personal data and a data processor, is a person who processes data on behalf of a data controller and can only process personal data as instructed by the data controller.

The Act indicates that a data subject can only be a natural person while data controllers and processors can be both natural and juristic persons. This means that rights conferred by the Act are enjoyable only by individuals and not companies/organisations, but the obligations are universal.

Processing of Data

Processing of data is subjected to different standards under the Act depending on whether it is simply personal data or sensitive personal data:

  • Processing of sensitive personal data is generally prohibited except where it is specifically provided for by the Act or by other written law, the data subject has given written consent or made the data public, or processing is for purposes such as national security. Whenever sensitive personal information is processed, adequate safeguards must be adopted by the data controller and processor.
  • Processing of personal data on the other hand is generally permitted. Generally, before personal data can be processed, a data subject must give his or her written consent, which consent may be revoked on legitimate grounds by the data subject. In addition, the data controller or processor is obliged to provide the data subject with information including the purpose for processing their personal data, their right to object to the intended processing, whether processing is purposes of direct marketing, etc.

Rights and Obligations Under the Act

The data subject has various rights under the Act such as the right to obtain confirmation on whether a data controller or processor has information relating to him or her and the accompanying right to demand that the information be deleted by the data controller or processor. A data subject also has the right to institute legal action for compensation against a data controller who processes data in contravention of the Act.

Data controllers have the responsibility to ensure that data is processed fairly, lawfully and in accordance with good practice, that data is obtained with the consent of data subjects and personal data is protected by reasonable safeguards against risks such as loss, unauthorised use and destruction.

Transfer of Personal Data

The transfer of personal data from Botswana to another country is generally prohibited. However, the Minister may, by order published in the government gazette, designate the transfer of personal data to any country listed in such order. Currently, no such order has been published. Personal data that is undergoing or is intended to undergo processing in another country may only be transferred if such country ensures an adequate level of protection as determined by the Commission.

Notwithstanding the above, data may be transferred to other countries in instances including, among others, where the data subject has consented to the proposed transfer or transfer is necessary for the performance of a contract between the data subject and the data controller or the implementation of pre-contractual measures taken in response to the data subject’s request.

Penalties

The Act provides for stringent penalties for contraventions of its provisions such as, among others, processing personal data or sensitive personal data in contravention of the Act and failure by a data controller to implement security safeguards as contained in the Act. The penalties range from fines between BWP20,000.00 and BWP1,000,000.00 or to imprisonment for a term between one year and twelve years, or to both imprisonment and a fine.

Conclusion

Data controllers and processors should be taking steps to align their data protection policies with the Act during this one-year transitional period granted by the Act. This transitional period is due to lapse on 14 October 2022. Failure to regularise their operations to comply with the Act would result in penalties attaching to the non-compliant data controllers and processors.

If you have any questions or require any assistance with regularising your business operations, we are available to assist. Please feel free to contact Onalenna Otlaadisa at onalenna@otlaadisa.law, Andile Mthupha at andile@otlaadisa.law or Watipa Lesetedi at associate@otlaadisa.law,  or contact us on our office line at (+267) 3111072.