continuing obligations of stock exchange listed companies · june 2011 and 23 may 2012. the...
TRANSCRIPT
817874 1/57
Continuing obligations of stock exchange listed companies
JULY 2012
817874 2/57
Continuing obligations of stock exchange listed companies
(Continuing Obligations)
1 GENERAL .......................................................................................................................... 5
1.1 INTRODUCTION ........................................................................................................................ 5
1.2 SCOPE ....................................................................................................................................... 5
1.3 CLASSIFICATION OF COMPANIES ETC. .................................................................................. 6
2 GENERAL PROVISIONS .............................................................................................. 6
2.1 EQUAL TREATMENT .................................................................................................................. 6
2.2 GOOD STOCK EXCHANGE PRACTICE ...................................................................................... 6
2.3 COMPLIANCE WITH THE TERMS AND CONDITIONS FOR ADMISSION TO LISTING ............. 6
2.4 MINIMUM MARKET VALUE REQUIREMENT .............................................................................. 7
2.5 CONTACT PERSONS ................................................................................................................. 7
2.6 INFORMATION TO BE PROVIDED TO OSLO BØRS ................................................................ 7
2.7 COMMUNICATION WITH OSLO BØRS ................................................................................... 9
2.8 PUBLIC DISCLOSURE OF INFORMATION IN SPECIAL CIRCUMSTANCES .............................. 9
3 CONTINUING DUTY OF DISCLOSURE ETC. ........................................................ 9
3.1 INSIDE INFORMATION ............................................................................................................. 9
3.1.1 The content of the duty to provide information .......................................... 9
3.1.2 Delayed publication .............................................................................................. 10
3.1.3 Management of information prior to publication ....................................... 12
3.1.4 Duty of prior notice when publicly disclosing particularly price-sensitive events ....................................................................................................................... 13
3.2 CORPORATE ACTIONS ETC. .................................................................................................. 13
3.3 TRANSACTIONS WITH CLOSE ASSOCIATES ......................................................................... 14
3.4 DETAILED STOCK EXCHANGE ANNOUNCEMENT .................................................................. 15
3.4.1 When the duty of disclosure is incurred ....................................................... 15
3.4.2 The content of the announcement ................................................................. 16
3.4.3 Timing of the announcement ............................................................................ 17
3.5 INFORMATION DOCUMENT .................................................................................................... 17
3.5.1 When the duty of disclosure is incurred ....................................................... 17
3.5.2 The content of the information document ................................................... 20
3.5.3 Particular requirements in connection with specific types of
transactions ............................................................................................................................... 23
3.5.4 Timing of publication ............................................................................................ 24
3.5.5 Review and format of the information document ..................................... 25
3.5.6 Relation to the duty to prepare a prospectus ............................................ 26
3.6 ANNUAL OVERVIEW ............................................................................................................... 27
3.7 NOTICES TO SHAREHOLDERS ............................................................................................... 27
3.8 ANNUAL STATEMENT OF RESERVES .................................................................................... 27
4 FINANCIAL REPORTING .......................................................................................... 28
4.1 MANAGEMENT OF INFORMATION PRIOR TO PUBLICATION ................................................ 28
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4.2 DUTY TO PUBLISH ANNUAL REPORTS, HALF-YEARLY INTERIM REPORTS AND QUARTERLY
INTERIM REPORTS ............................................................................................................................ 28
4.3 PUBLIC DISCLOSURE OF INTERIM REPORTS ....................................................................... 28
4.4 PUBLIC DISCLOSURE OF THE ANNUAL REPORT ................................................................... 29
4.5 FINANCIAL CALENDAR ........................................................................................................... 29
5 PROCEDURES FOR PUBLISHING AND FILING INFORMATION ................ 29
5.1 PUBLIC DISCLOSURE ............................................................................................................. 29
5.2 FILING..................................................................................................................................... 30
5.3 LANGUAGE TO BE USED ........................................................................................................ 31
6 DUTY TO NOTIFY TRANSACTIONS IN THE COMPANY’S OWN SHARES 31
6.1 DUTY OF NOTIFICATION ........................................................................................................ 31
6.2 DUTY TO DISCLOSE LARGE SHAREHOLDINGS ..................................................................... 31
7 CORPORATE GOVERNANCE REPORT................................................................... 32
8 PROSPECTUS ................................................................................................................ 33
8.1 DUTY TO PREPARE A PROSPECTUS ....................................................................................... 33
8.2 REVIEW AND APPROVAL OF AN EEA PROSPECTUS ETC..................................................... 33
8.3 TIMETABLE FOR CONFIRMATION OF PUBLICATION IN RESPECT OF CERTAIN
TRANSACTIONS ................................................................................................................................. 34
8.4 TIMETABLE FOR PUBLIC DISCLOSURE OF APPROVAL OF THE PROSPECTUS ETC. ............ 34
8.5 SUBMISSION OF THE EEA PROSPECTUS OR EQUIVALENT DOCUMENT TO OSLO BØRS . 34
9 TAKEOVER BIDS.......................................................................................................... 35
10 THE GENERAL MEETING OF THE COMPANY ETC. ....................................... 36
10.1 GENERAL ............................................................................................................................. 36
10.2 COMMUNICATION WITH SHAREHOLDERS ........................................................................ 36
10.3 NOTICE TO CALL A GENERAL MEETING ............................................................................ 36
10.4 THE RIGHT OF OSLO BØRS TO ATTEND THE GENERAL MEETING................................. 37
10.5 REPORT OF THE GENERAL MEETING ................................................................................. 37
11 CARRYING OUT CORPORATE ACTIONS.......................................................... 37
11.1 GENERAL ............................................................................................................................. 37
11.2 MERGER, DEMERGER AND REDUCTION IN SHARE CAPITAL THROUGH DISTRIBUTION 38
11.3 CORPORATE ACTIONS THAT CONFER RIGHTS OF COMMERCIAL VALUE ........................ 38
11.4 CHANGES IN SHARE CAPITAL ............................................................................................ 39
11.5 PUBLIC DISCLOSURE OF THEORETICAL OPENING PRICE ................................................ 39
12 CONTINUATION OF A STOCK EXCHANGE LISTING IN THE EVENT OF MERGER, DEMERGER AND OTHER MATERIAL CHANGES ................................... 40
12.1 MERGER .............................................................................................................................. 40
12.2 DEMERGER ETC. ................................................................................................................. 41
12.3 OTHER CHANGES TO THE COMPANY ................................................................................. 41
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13 FOREIGN COMPANIES AND NORWEGIAN COMPANIES WITH A SECONDARY LISTING ...................................................................................................... 41
13.1 GENERAL ............................................................................................................................. 41
13.2 PRIMARY LISTED COMPANIES ........................................................................................... 42
13.2.1 Companies for which Norway is the home state ....................................... 42
13.2.2 Companies for which Norway is the host state ......................................... 43
13.3 SECONDARY LISTED COMPANIES ..................................................................................... 45
13.3.1 Norwegian companies.......................................................................................... 45
13.3.2 Foreign companies for which Norway is the home state ....................... 45
13.3.3 Companies for which Norway is the host state ......................................... 46
13.4 PARTICULAR REQUIREMENTS RELATED TO CORPORATE ACTIONS ................................ 48
13.4.1 General ...................................................................................................................... 48
13.4.2 Implementation of mergers, demergers and reductions in share capital by distribution to shareholders ............................................................................ 48
13.4.3 Corporate actions that confer rights of commercial value .................... 49
13.4.4 Changes in share capital .................................................................................... 49
14 PRICE QUOTATION ................................................................................................. 50
14.1 OSLO BØRS MEMBER AND TRADING RULES .................................................................. 50
14.2 MATCHING HALT ................................................................................................................ 50
14.3 TRADING HALT ................................................................................................................... 50
14.4 SPECIAL OBSERVATION ..................................................................................................... 51
15 DELISTING AND SANCTIONS ............................................................................. 51
15.1 DELISTING .......................................................................................................................... 51
15.2 TEMPORARY DELISTING ..................................................................................................... 52
15.3 DAILY FINE ......................................................................................................................... 53
15.4 VIOLATION CHARGE FOR A COMPANY WITH STOCK EXCHANGE LISTED SHARES ........ 53
15.5 REPORTING TO FINANSTILSYNET .................................................................................. 54
15.6 MARKET SURVEILLANCE .................................................................................................... 54
16 ADMINISTRATION BY OSLO BØRS .................................................................. 55
17 STOCK EXCHANGE APPEALS COMMITTEE ..................................................... 55
18 DUTY OF CONFIDENTIALITY AND CONFLICTS OF INTEREST .............. 55
19 FEES .............................................................................................................................. 56
20 COMING INTO FORCE AND TRANSITIONAL RULES .................................. 56
21 CHANGES .................................................................................................................... 56
This document is a translation from the original Norwegian version. In the event of any
discrepancies, the original Norwegian document will prevail.
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1 General
1.1 Introduction
(1) These rules on the continuing obligations of stock exchange listed
companies (Continuing Obligations) were approved by Oslo Børs ASA on 30
November 2005 and subsequently amended on 6 March 2007, 30 November
2007, 3 October 2008, 15 December 2009, 19 March 2010, 8 February 2011, 15
June 2011 and 23 May 2012. The Continuing Obligations are supplemented by
the listing rules for shares (Listing Rules). The rules are issued in accordance
with Section 1, third paragraph, of the Stock Exchange Regulations1.
(2) The rules provide detailed provisions and clarifications in respect of the
provisions of the Stock Exchange Act 2, the Securities Trading Act,3 the Stock
Exchange Regulations and the Securities Trading Regulations4 as in force at any
time. In the event of any conflict between the Oslo Børs rules and legislation or
regulations, the legislation or regulations in question shall prevail.5
1.2 Scope
(1) The Continuing Obligations apply to companies that have shares listed on
Oslo Børs (stock exchange listed companies).6 The provisions apply to foreign
companies and to Norwegian companies with a secondary listing subject to the
exceptions and clarifications set out in section 13.
(2) The Continuing Obligations also apply to the extent applicable to issuers of
equity certificates listed on the Equity Certificate List. Provisions relating to the
general meeting shall apply similarly to the committee of representatives and the
election meeting to the extent they are applicable, cf. section 10.3 and section
10.4.
(3) The Continuing Obligations also apply to the extent applicable to companies
that have issued stock exchange listed subscription rights, including
subscription rights to un-listed shares and equity certificates, as well as interim
certificates and depository receipts.
(4) Except where otherwise stated, the provisions apply similarly to companies
that have issued shares, subscription rights, interim certificates and depository
receipts that are admitted to listing on Oslo Axess. References to the listing
rules shall in respect of such companies be interpreted as references to the
equivalent provisions in the Oslo Axess Listing Conditions.
Oslo Axess is operated by Oslo Børs ASA. The roles and the authority assigned to
1 Regulation of 29 June 2007 No. 875. 2 Act of 29 June 2007 No. 74. 3 Act of 29 June 2007 No. 75. 4 Regulation of 29 June 2007 No. 876.
5 These rules lay down autonomous provisions for stock exchange listed companies, in addition to incorporating the most relevant provisions of legislation and
legal regulations. The objective is to allow listed companies and other users to rely on one set of rules in their contacts with Oslo Børs. Where the rules incorporate the provisions of legislation and legal regulations, this is marked with footnotes. The rules also include commentaries providing guidance and interpretation in respect of certain of the provisions. The commentaries largely reflect the contents of Circulars issued by Oslo Børs. In the event of any conflict, the provisions shall take precedence over the contents of the commentaries. Any subsequent material changes to the commentaries will be adopted in accordance with the procedures set out in Section 21. 6 However, sections 3.1.1, 3.1.2 and 3.1.3 apply immediately from the time the application for admission to listing is submitted, cf. Listing Rules, Section 4.
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Oslo Børs by the Continuing Obligations will also be exercised by Oslo Børs in respect of
Oslo Axess.
1.3 Classification of companies etc.
(1) Stock exchange listed companies are classified by industry on the basis of
the Global Industry Classification Standard (GICS).
(2) Stock exchange listed shares are allocated to categories in accordance with
the liquidity in the share, with a separate category for stock exchange listed
equity certificates.7 Shares admitted to listing on Oslo Axess are not allocated to
categories.
2 General provisions
2.1 Equal treatment8
(1) Stock exchange listed companies must treat holders of their shares on an
equal basis. The company must not expose holders of its shares to differential
treatment that lacks a factual basis in the common interest of the company and
the shareholders.
(2) In connection with the trading or issuance of shares or rights to such
shares, the company’s corporate bodies, elected officers or senior employees
must not adopt measures which are likely to confer upon themselves, certain
owners of shares or third parties an unreasonable advantage at the expense of
other shareholders or the company. The same applies in respect of the trading
or issuance of shares or rights to such shares within the group to which the
company belongs.
2.2 Good stock exchange practice
Stock exchange listed companies must observe good stock exchange practice.9
2.3 Compliance with the terms and conditions for admission to listing
The company shall ensure that it complies at all times with the requirements of
the Listing Rules in respect of its management, audit committee, free
transferability of its shares and voting rights, cf. Listing Rules, Sections 2.3.5,
2.3.7, 2.3.8, 2.4.4 and 2.4.5.10 In the event that the company changes to a different management company, or the
company enters into an agreement for a party to carry out management functions on its
behalf, the company and the management company shall without undue delay enter into
an agreement with Oslo Børs as stipulated in Section 2.3.8, second paragraph, of the
Listing Rules. For companies listed on Oslo Axess, the equivalent listing
requirements are at Section 2.3.4, second paragraph, of the Oslo Axess Rules.
7 Cf. Guidelines for liquidity categories on Oslo Børs, available on the Oslo Børs website. 8 Cf. Securities Trading Act, Section 5-14. 9 See Stock Exchange Regulations, Section 14.
10 In the case of companies listed on Oslo Axess, the equivalent terms and conditions for admission to listing are stipulated in the Oslo Axess Listing Rules, Sections 2.3.1, 2.3.3, 2.3.4, 2.4.4 and 2.4.5.
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2.4 Minimum market value requirement
The market value of the company’s shares shall not be lower than NOK 1. If the
market value has been lower than NOK 1 for a six-month period, the board shall
implement measures to satisfy the requirement as quickly as is practically
possible, and in any case no later than four months after the expiry of the six-
month period.
If the share price has only satisfied the requirement for minimum market value pursuant
to Section 2.4, first sentence, on occasional days, this will not be sufficient to trigger the
start of a new six-month period.
Oslo Børs will determine when the six-month period expires. The deadline for
implementing the measures will run from the day that Oslo Børs gives the company
written notice that the market value of its shares has been lower than NOK 1 for a six-
month period.
If the company is not able to ensure that the requirement is satisfied by other measures,
the company shall, no later than four months after receiving notice from Oslo Børs, call a
general meeting to consider a proposal for a reverse split of the company's shares.
If special circumstances prevent the company from implementing measures to satisfy the
requirements of section 2.4 within four months, Oslo Børs may in exceptional
circumstances extend the deadline after having received a reasoned application from the
company. Such an application must be sent to the Market Surveillance and
Administration Department of Oslo Børs ([email protected]).
2.5 Contact persons
The company shall at all times have two designated persons who can be
contacted by Oslo Børs. The contact persons shall be contactable without undue
delay.
2.6 Information to be provided to Oslo Børs
(1) The company must immediately notify Oslo Børs of changes in the following
matters:
1. The company’s listing or application for listing on any other regulated
market;
2. Any ownership restrictions on the company’s shares arising as a matter
of law, license terms or the company’s articles of association, together
with information where appropriate on the proportion of the shares to
which any such restriction applies;
3. The international securities identification number (ISIN) used for the
company’s shares by the Central Securities Depository;
4. The company’s distributor for public disclosure of information;
5. Suspension or removal from listing by another regulated market.
The company shall be subject to the duty to provide this information regardless
of whether or not the company is also under a duty to make public disclosure of
information on such changes pursuant to section 3.
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(2) If the company’s shares are no longer deemed to fulfil the conditions for
admission to stock exchange listing, the company must notify this to Oslo Børs
immediately.
(3) If the company intends to amend its Articles of Association, it must submit
the proposed changes to Finanstilsynet and Oslo Børs. Submission shall be by
electronic means and shall take place at the latest on the date of the notice
convening the general meeting at which the proposal is to be considered.11 The
duty to submit the proposed changes to Finanstilsynet is deemed to be satisfied
by submitting the changes proposed to Oslo Børs.
(4) In the event of any changes to the information about the company that Oslo
Børs requires to be recorded in its electronic portal for issuers, NewsPoint, the
company must ensure that such changes are made to the information stored in
the system without delay, including changes in relation to the following:
1. The company's contact details (postal and street addresses, e-mail
address, website and telephone number);
2. The company's contact persons, as well as the contact persons’ e-mail
address and telephone number;
3. The company's audit committee.
(5) Oslo Børs may demand that the company, the company’s elected officers
and the company’s employees, must, without any restriction caused by a duty of
confidentiality, provide Oslo Børs with all the information necessary for Oslo
Børs to carry out its legal duties.12 Oslo Børs may demand an annual update of
the information mentioned in the first paragraph etc.
(6) Any demands by Oslo Børs shall be made in writing and the reason for the
demand shall be stated. In special circumstances, Oslo Børs may make demands
orally. An oral demand shall be confirmed in writing as soon as possible.
(7) The company shall, without undue delay, send to Oslo Børs an updated
overview of the company’s primary insiders as mentioned in Section 4-1, first
paragraph of the Securities Trading Act. The notification shall include the name
of each primary insider, together with his or her personal identity number or
similar identification number, address, type of office or position in the company
and any other employment positions.13
Information such as that mentioned in the first, second and third paragraphs must be
sent to the Market Surveillance and Administration Department of Oslo Børs
Oslo Børs takes the view that in order to satisfy the duty imposed in the third paragraph,
the company must provide a draft of the Articles of Association in its entirety, cf. Ot. prp.
No. 34 (2006-2007) p. 342. If the draft of the complete Articles of Association is
appended to the notice calling a general meeting that is publicly disclosed pursuant to
section 10.3, second paragraph, this is deemed to satisfy the requirements of the third
paragraph. In all other circumstances, the draft of the complete Articles of Association
11
Securities Trading Act, Section 5-8, sixth paragraph. 12 Stock Exchange Act, Section 24, seventh paragraph. 13 Securities Trading Act, Section 4-1, fourth paragraph.
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must be sent to the Market Surveillance and Administration Department of Oslo Børs
An explanation of the procedure to be used by the company to log into NewsPoint, cf.
fourth paragraph, is provided in the ’Guidelines for Oslo Børs NewsPoint’, which is
available on the login page for NewsPoint at
https://www.newspoint.no/newspoint/login.do?siteLanguage=en by clicking on ’User
guide NewsPoint’.
In order to satisfy the duty stipulated in the seventh paragraph, the company shall
ensure that it records any changes to the company's primary insiders in the primary
insider register in the Oslo Børs NewsPoint database and shall ensure that such changes
are recorded without undue delay.
2.7 Communication with Oslo Børs
All applications, requests, and other communications between the company and
Oslo Børs in respect of permissions, approvals etc. must be submitted in
writing. Oslo Børs shall deal with such communications without undue delay and
communicate the result in writing.
When sending information subject to a duty of confidentiality, the company should apply
a proper level of care appropriate to the character of information. For example, Oslo Børs
recommends that information subject to the duty of confidentiality as inside information
pursuant to Section 3-2 of the Securities Trading Act should be sent using secure e-mail.
2.8 Public disclosure of information in special circumstances
If it is considered necessary in the interests of investors or the market, Oslo Børs
can demand that the company shall publicly disclose specific information within
such timetable as Oslo Børs may determine.14
3 Continuing duty of disclosure etc.
3.1 Inside information
3.1.1 The content of the duty to provide information
(1) The company shall without delay and on its own initiative publicly disclose
inside information that concerns the company directly, cf. Section 3-2, first to
third paragraphs, of the Securities Trading Act.15
(2) Inside information shall mean any information of a precise nature relating
to financial instruments, the issuer thereof or other circumstances which has
not been made public and is not commonly known in the market and which is
likely to have a significant effect on the price of those financial instruments or
of related financial instruments.16
(3) Information shall be deemed to be of a precise nature if it indicates
circumstances that exist or may reasonably be expected to come into existence
or an event that has occurred or may reasonably be expected to occur and
14
Stock Exchange Regulations, Section 16. 15 Securities Trading Act, Section 5-2, first paragraph. 16 Securities Trading Act, Section 3-2, first paragraph.
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which is specific enough to enable a conclusion to be drawn as to the possible
effect of those circumstances or that event on the price of the financial
instruments or related financial instruments.17
(4) Information which would be likely to have a significant effect on the price of
financial instruments or related financial instruments shall mean information of
the kind which a reasonable investor would be likely to use as part of the basis
of his investment decisions.18
(5) Information such as is mentioned in the first paragraph shall be published
in accordance with section 5. The information shall in addition be made available
on the company’s website once publication has taken place.19
(6) The company must not combine the public disclosure of information as
mentioned in the first paragraph with its marketing in a way that is liable to
mislead.20
(7) Information that shall be notified or publicly disclosed as a result of
admission to trading on other regulated markets shall be submitted to Oslo
Børs in writing for public disclosure in accordance with section 5, at the latest
when notification is sent to another regulated market or the information is
publicly disclosed by other means.21
A more detailed account of the duty of disclosure is provided in the Appendix to Oslo
Børs Circular No. 3/2005, Section 3.4.1 and Sections 3.4.4 to 3.4.6. The definition of
inside information is discussed in Finanstilsynet Circular No. 9/2009.
The duty to publish information as soon as possible is assumed to apply only during
exchange trading hours, cf. the duty to publish information “as soon as possible”
imposed by Article 6(1) of the Market Abuse Directive. Where a company elects to
publish such information outside exchange trading hours, it is subject to a duty to ensure
broad distribution in accordance with the principles set out in section 5.1, second
paragraph.
The seventh paragraph corresponds with Section 5-2, fourth paragraph, of the Securities
Trading Act. This provision does not appear to be fully consistent with the principles for
public disclosure in Section 5-12 of the Securities Trading Act, cf. section 5 (“forwarded
to Oslo Børs in writing for public disclosure”). Oslo Børs takes the view that the duty
imposed by paragraph 7 will be satisfied by public disclosure of the information in
question in accordance with section 5, or alternatively in accordance with the equivalent
provisions in the company’s home state, cf. section 13.2.2 eighth paragraph, and section
13.3.3 eighth paragraph.
3.1.2 Delayed publication
(1) The company may delay the public disclosure of information mentioned in
section 3.1.1, first paragraph, in order not to prejudice its legitimate interests,
provided that such delay does not mislead the public and provided that the
information is managed confidentially, cf. section 3.1.3.22
17 Securities Trading Act, Section 3-2, second paragraph. 18
Securities Trading Act, Section 3-2, third paragraph. 19 Securities Trading Act, Section 5-2, second paragraph. 20
Securities Trading Act, Section 5-2, third paragraph. 21 Securities Trading Act, Section 5-2, fourth paragraph. 22 Securities Trading Act, Section 5-3, first paragraph.
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(2) Legitimate interests as mentioned in the first paragraph may typically relate
to:
1. Negotiations in course, or related elements, where the outcome or normal
pattern of those negotiations would be likely to be affected by public
disclosure.
In particular, in the event that the financial viability of the company is in
grave and imminent danger, although not within the scope of the applicable
insolvency law, public disclosure of information may be delayed for a limited
period where such a public disclosure would seriously jeopardise the
interest of existing and potential shareholders by undermining the
conclusion of specific negotiations designed to ensure the long-term
financial recovery of the company.
2. Decisions taken or contracts made which need the approval of another body
of the company in order to become effective due to the organisation of the
company, provided that public disclosure of the pending decision or contract
together with the simultaneous announcement that final approval is still
pending would jeopardise the correct assessment of the information by the
public.23
(3) The company must, on its own initiative, promptly notify Oslo Børs of any
delay in disclosing information, including the background for the decision to
delay publication.24 This duty of notification does not apply to the deferred
publication of financial information in interim reports published in accordance
with the company’s financial calendar, cf. section 4.5.
(4) If the company has reason to believe that information as mentioned in the
first paragraph is known to or about to become known to unauthorised parties,
the company shall without delay and on its own initiative publish the information
in accordance with section 5.25
Delayed publication is discussed in greater detail in the appendix Oslo Børs Circular No.
3/2005, Section 3.6
Notification of a decision to delay publication as mentioned in the third paragraph must
be given to the Market Surveillance and Administration Department of Oslo Børs, and can
be given verbally.
The basis for the exemption from the duty of disclosure in the third paragraph, second
sentence, is that financial information will routinely represent notifiable inside information
up to the time at which the board approves the interim report and it is publicly disclosed
pursuant to section 4.3. Oslo Børs noted in its Circular No. 3/2005 at Section 3.4.5 that it
must be assumed that the basic conditions for delayed publication are usually fulfilled in
such circumstances. The duty to notify Oslo Børs of a decision to delay publication was
introduced for the purpose of the exchange’s surveillance of companies during periods
when there exists price-sensitive information that has not been publicly disclosed. This
purpose is not considered to justify a duty to notify delayed public disclosure of financial
information prior to the publication of an interim report in accordance with the company’s
financial calendar, cf. section 4.5.
23
Securities Trading Act, Section 5-3, second paragraph. 24 Securities Trading Regulations, Section 5-1. 25 Securities Trading Act, Section 5-3, fourth paragraph.
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However, it should be noted that this exception does not apply to specific occurrences
that in their own right represent notifiable inside information in accordance with the
general rules, and in such cases any decision to delay public disclosure - assuming that
the conditions for such delay are satisfied - must be notified to Oslo Børs.
3.1.3 Management of information prior to publication
(1) The company must not disclose inside information to unauthorised
persons.26
(2) The company must handle inside information with due care so that the
inside information does not come into the possession of unauthorised persons or
is misused.27
(3) The company must have routines in place for secure handling of inside
information.28
(4) The company must ensure that a list is maintained of everyone given access
to inside information. If access to inside information is given to a legal entity,
the list must include those of the entity’s employees, elected officers, advisers
etc. who are given access to the information.29
(5) The list must be kept up-to-date at all times, and must include information
on:
1. the identity of persons with access to inside information,
2. the date and time the persons were given access to such information,
3. the persons’ office or employment,
4. the reason why the persons are included on the list, and
5. the date of entries and changes to the list.30
(6) The list must be securely stored for at least five years after its creation or
updated, and shall be transmitted to Finanstilsynet upon request.31
(7) If Oslo Børs so requests, the company shall send a copy of the list to Oslo
Børs without delay.32
(8) The company must ensure that persons given access to inside information
are aware of the duties and responsibilities this involves, as well as the criminal
liability associated with misuse or unwarranted distribution of such information.
The company must be able to satisfy to Finanstilsynet that persons with
access to inside information are aware of their duties pursuant to the first
sentence.33
A more detailed account of the duty of confidentiality and the duty to maintain lists can
be found in Finanstilsynet Circular No. 9/2009.
26
Cf. Securities Trading Act, Section 3-4, first paragraph. 27
Cf. Securities Trading Act, Section 3-4, second paragraph, first sentence. 28 Cf. Securities Trading Act, Section 3-4, second paragraph, second sentence. 29 Securities Trading Act, Section 3-5, first paragraph. 30 Securities Trading Act, Section 3-5, second paragraph, first sentence. 31
Securities Trading Act, Section 3-5, second paragraph, second sentence. 32 Securities Trading Act, Section 5-3, third paragraph. 33 Securities Trading Act, Section 3-5, third paragraph.
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3.1.4 Duty of prior notice when publicly disclosing particularly price-sensitive
events
If the company, at any time during the exchange’s opening hours, is to publicly
disclose information on a take-over bid or a profit warning or other specific
matters that must be assumed to have a significant effect on its share price, it
must contact Oslo Børs prior to making such public disclosure.
In view of the interests of investors, it is necessary for the company and Oslo Børs to
collaborate on the publication of such price-sensitive information. Oslo Børs wishes to
stress that the duty to give prior notice is separate and additional to the duty to notify
Oslo Børs of a decision to delay publication pursuant to section 3.1.2, third paragraph.
Announcements of profits warnings and takeover bids will always trigger a duty of prior
notice, and the impact on prices typically associated with such announcements can
provide guidance when evaluating what kind of other information which should also
trigger this duty. In other words, this duty does not apply to general announcements of a
price-sensitive nature, but only to announcements of a particularly price-sensitive
character, where the effect on the share price must be assumed to be so considerable
that a matching halt should be considered in the best interest of the investor market.
For the sake of good order, it should be noted that the duty to give prior notice will not
apply to interim reports except where these are assumed to be particularly price-
sensitive in accordance with the criteria mentioned. However, Oslo Børs recommends
that interim reports should be published outside the exchange’s opening hours. This
means that internal processes in respect of the timing of approval of documents etc.
should be adapted accordingly.
Prior notice must be addressed to the Market Surveillance and Administration Department of Oslo Børs, and such notice may be given verbally.
3.2 Corporate actions etc.
(1) The company must immediately publicly disclose:
1. Any changes in the rights attaching to the company’s shares, including
any changes in related financial instruments issued by the company;34
2. The issue of new loans, including any guarantees or collateral provided in
that connection.35 If the issue is in respect of a convertible or
subordinated loan, this must be stated. Any issue of similar convertible
rights must also be made public;
3. Proposals and decisions by the board of directors, general meeting or
other corporate body on
a) changes to the company's board of directors, a change of managing
director or a change of financial director;
b) dividends;
c) mergers;
d) demergers;
e) increases or decreases in share capital; and
f) mandates to increase the company’s share capital.
34 Securities Trading Act, Section 5-8, first paragraph. 35 Securities Trading Act, Section 5-8, fourth paragraph.
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Information on allocation and payment of dividends, as well on issuance
of shares, including information on any arrangements for allotment,
subscription, cancellation and conversion;36
4. Proposals and decisions on the issue of subscription rights;
5. In the event of the issue of a loan or an increase in share capital as
mentioned in items 1, 2 and 3, information shall be given in particular on
any underwriting consortium, including the members of the consortium
and their guarantee obligations, as well as information on any advance
subscription or allotment;
6. Registered change of company name;
7. Registered change in the nominal value of the company’s shares.
(2) Announcements about such proposals or decisions as mentioned shall
include the information necessary to make it possible to calculate the effect of
the action in question (amount of the dividend, number of bonus
shares/subscription rights per share outstanding, payment date, etc.) including
the date when the share will be traded excluding the rights. In the case of a
private placement of shares and a subsequent public offer, information shall be
given as to whether certain shares are entitled to participate in both issues.
(3) If the information must be assumed to be inside information pursuant to
section 3.1.1, then section 3.1.2 shall apply similarly.
(4) The company shall, at the latest at the end of each month in which a change
in share capital or voting rights takes place, publicly disclose an overview of the
share capital and the number of votes in the company.37
Oslo Børs takes the view that the duty to publicly disclose the issue of a new loan as
required by the first paragraph, item 2, only applies to debt instruments. Other types of
loans raised shall be publicly disclosed to the extent that this is considered to constitute
notifiable inside information, cf. section 3.1.
Oslo Børs takes the view that the provision on duty to immediately disclose proposals by
the board of directors about matters stipulated in the first paragraph item 3, litra a)
through f), only applies to decisions by the board of directors to put forth proposals for
decisions by the general meeting or other corporate body, and not to proposals within
the board of directors that do not result in decisions by the board of directors to put forth
such proposals.
If the company publicly discloses information of the type mentioned in the fourth
paragraph in connection with the registration of a share capital increase or similar, Oslo
Børs takes the view that it is not a necessary to issue a new announcement of the same
information at the end of the month.
3.3 Transactions with close associates
(1) The company must as soon as possible publicly disclose transactions that
are not immaterial between the company and shareholders, members of the
board of directors, members of the executive management or the close
associates of any such parties, or with another company in the same group.
36 Securities Trading Act, Section 5-9, fifth paragraph. 37 Securities Trading Act, Section 5-8, second paragraph.
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(2) If the information must be assumed to constitute inside information
pursuant to section 3.1.1, then section 3.1.2 shall apply similarly.
The first paragraph applies to transactions as defined in Section 4, fourth paragraph, of
the Norwegian Code of Practice for Corporate Governance. It should be noted that the
duty to publicly disclose such transactions arises at the time the agreement is entered
into, regardless of whether the agreement in question requires the approval of the
general meeting pursuant to Section 3-8 of the Public Limited Liability Companies Act or
the recommendation in the Code of Practice.
3.4 Detailed stock exchange announcement
3.4.1 When the duty of disclosure is incurred
(1) If the company enters into an agreement for a transaction that represents a
change of more than 5% in relation to the criteria mentioned in the third
paragraph, the company must publicly disclose this information in accordance
with section 3.4.2 and section 3.4.3.
(2) A transaction shall mean an acquisition or disposal of a business or asset.
This provision shall apply similarly to mergers and demergers as mentioned in
section 3.5.3.
(3) A transaction shall represent a change as mentioned in the first paragraph if
it causes an increase or reduction of more than 5% in the company’s total
assets, revenue or profit or loss. If the transaction relates to assets or business
activities that have not been subject to separate financial reporting, the
calculation of whether the transaction exceeds 5% shall be based on the
consideration paid or received for the asset or business activity and the book
value of the company’s total assets before the acquisition or disposal.
(4) Oslo Børs may grant full or partial exemption from the duty of disclosure if
the information that would otherwise be published is not expected to be of
significance to an evaluation of the stock exchange listed shares, or if there are
other special reasons. Oslo Børs reserves the right to require further
information.
It should be noted that the criteria set out in the third paragraph are alternative in the
sense that the duty is triggered if the transaction represents a 5% change for any one of
the criteria. The criteria are determined on the basis of the criteria that apply when
calculating the 25% threshold for pro forma information in a prospectus, and in
interpreting the criteria Oslo Børs may take into account how the criteria are interpreted
in the prospectus rules, although it will not be bound by such comparisons.
In the case of transactions that involve an asset or business that has not been subject to
separate financial reporting, the third paragraph, second sentence, stipulates a specific
calculation method. For the sake of good order, it should be noted that this method
applies only for the detailed announcement, and not for the information document, cf.
section 3.5.
Further guidance on the calculation of the 5% threshold can be found in the guidelines
included in the commentary on the information document, cf. section 3.5.
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If the company wishes to discuss the question of an exemption pursuant to the fourth
paragraph, it must contact Oslo Børs well in advance of the time at which the duty of
disclosure arises.
3.4.2 The content of the announcement
(1) The announcement shall provide information on:
1. The parties to the agreement and the transaction agreed (type of
transaction, when the transaction will be carried out, any special
conditions or terms, any licence issues etc.);
2. The consideration for the transaction, the form of settlement and
financing, with information on the timetable for the transaction;
3. A description of the business to which the transaction applies,
including information on its board of directors and executive
management, the number of employees, key figures from the balance
sheet and profit and loss account as well as information on any
significant assets or liabilities that are not shown in the balance sheet
of the business;
4. The significance of the transaction for the company, including any
strategic effects;
5. Any agreements entered into in connection with the transaction for
the benefit of the company’s senior employees or members of the
board of directors or for the senior employees or board of directors of
the business in question. The information disclosed shall include both
agreements already entered into and agreements the company
expects to enter into.
(2) In the case of transactions that relate to assets or businesses that have not
been subject to separate financial reporting, the first paragraph, item 3, shall
apply to the extent applicable.
Key figures for the business to which the transaction applies, cf. first paragraph, item 3,
must be provided for the most recent accounting year and the two years prior to this.
If interim reports have been published for the business in question, the information
provided must also include key figures from any subsequent interim periods. It is
sufficient to provide figures for the most recent interim period and year to date, together
with comparable profit and loss figures for the same periods in the previous year.
The presentation must include key figures that give an overview of the financial condition
of the business in question. In principle, this requirement can be satisfied by providing
the key figures from the relevant profit and loss statement and balance sheet, but
consideration should be given to which figures are required to give a satisfactory
overview of the financial condition of the business in question. If the key figures provided
are not taken directly from annual and/or interim reports issued by the business in
question, the source of the figures must be stated. Definitions of key figures must be
included if necessary in order to permit an understanding of how the figures are
calculated or which items are included.
Information must be provided on the significance of the transaction for the company, cf.
first paragraph, item 4. In addition to strategic effects such as opportunities for
geographic expansion and additions to the product range, this may typically relate to the
impact of the transaction on the company’s revenues and earnings.
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3.4.3 Timing of the announcement
(1) The announcement shall be issued as soon as possible after the agreement
has been entered into, and in any case no later than prior to the start of stock
exchange trading on the third trading day after the date the agreement is
entered into.
(2) In the case of a merger or demerger, the agreement is deemed to be
entered into at the time the merger plan/demerger plan is signed by the boards
of directors of the companies involved in the merger/demerger. In the case of a
public offer to acquire all the shares or other ownership interests in another
business, the agreement is deemed to be entered into at the time the conditions
of the offer are satisfied or waived.
(3) Oslo Børs may in special circumstances agree to an extension of the
deadline for the publication of some or all of the required information.
More detailed comments on the time at which an agreement is deemed to be entered
into can be found in the commentary to section 3.5.4
The duty to publish a detailed stock exchange announcement applies to agreements
entered into after the company’s shares have been admitted to listing.
If the company publishes an information document in respect of the same transaction
within the three-day deadline, the company is not required to issue a detailed stock
exchange announcement pursuant to section 3.4.
If a company wishes to discuss the question of an extension of the deadline pursuant to
the third paragraph, it must contact Oslo Børs well in advance of the time at which the
duty of disclosure arises. Oslo Børs will in general adopt a strict approach to agreeing
such extensions.
3.5 Information document
3.5.1 When the duty of disclosure is incurred
(1) If the company enters into an agreement for a transaction that represents a
change of more than 25% in relation to the criteria mentioned in the third
paragraph, the company must publish an information document in accordance
with sections 3.5.2 to 3.5.5. In the case of companies listed on Oslo Axess, this
duty arises if the transaction represents a change of more than 100% in
relation to the same criteria.
(2) A transaction shall mean an acquisition or disposal of a business or asset.
This provision shall apply similarly to mergers and demergers as mentioned in
section 3.5.3.
(3) For the purpose of calculating whether a transaction represents a change of
more than 25%, the same criteria shall be used as when determining whether a
prospectus must include pro forma information, cf. Article 4a(6) of the
Commission Regulation (EC) No. 809/2004 (the “Prospectus Regulation”), cf.
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Annex I, item 20.2, and ESMA’s recommendation on prospectuses38, Part II,
Chapter 6.
(4) The duty to prepare an information document shall also apply similarly to
the extent applicable for transactions in respect of assets or businesses that
have not been subject to separate financial reporting. In such cases, section
3.5.2.4, second paragraph, and section 3.5.2.6, first paragraph, item 2, shall not
apply.
(5) Oslo Børs may grant full or partial exemption from the duty of disclosure if
the information that would otherwise be published is not expected to be of
significance to an evaluation of the stock exchange listed shares, or if there are
other special reasons. Oslo Børs reserves the right to require further
information.
It is intended that the duty to produce an information document arises in respect of
transactions that would have triggered the duty to include pro forma information in a
prospectus. Article 4(a)(6) of the Prospectus Regulation was amended by Commission
Regulation (EC) No. 1787/2006 (complex financial), but the provisions of this regulation
have not been incorporated into the original Regulation.
For companies listed on Oslo Axess the same criteria are to be applied, but the
transaction must entail a change of more than 100% in order to trigger the duty to
prepare an information document.
In addition, the more detailed requirements for the presentation of pro forma information
set out in the prospectus rules have been carried over to apply to the information
document, cf. section 3.5.2.6.
However, it should be noted that a number of problematic issues in respect of the
interpretation of the rules on the pro forma information to be included in a prospectus
have not yet been resolved, and the question of whether a specific transaction requires
the presentation of pro forma information can cause considerable doubt. The guidelines
provided on the transactions that trigger the duty to prepare an information document
are therefore subject to any different interpretations of the prospectus rules at the EU
level.
For the sake of good order, it should be noted that the timing of when the duty to publish
an information document arises is not harmonised with the rules on the stage of the
transaction which triggers the duty to publish pro forma information in a prospectus. The
latter question is further regulated in Article 4a(5) of the Prospectus Regulation as
amended by EU Commission Regulation (EC) No. 211/2007. The interpretation of
whether there is a “binding agreement”, and other cases where specific evaluation leads
to the conclusion that pro forma information must be provided in a prospectus in
accordance with these rules, will therefore not automatically decide whether an
“agreement” has been entered into pursuant to section 3.5.4, first and second
paragraph.
Calculation of the 25% (100%) threshold
Section 3.5.1 stipulates that the duty to publish an information document is triggered if
the company enters into an agreement for a transaction that represents a change of
more than 25% (100%) in relation to the criteria/indicators of size set out in Article
38
ESMA/2011/81. The ESMA Recommendation is available at: http://www.esma.europa.eu/page/prospectus.
817874 19/57
4a(6) of the Prospectus Regulation, cf. Annex I, item 20.2 and Part II, Chapter 6 of the
ESMA Recommendation. The indicators of size are:
Total assets
Revenue
Profit or loss
According to the ESMA Recommendation, other indicators may be used if the specified
indicators produce anomalous results or if they are unsuitable for the company’s
industry. Oslo Børs reserves the right to decide whether and how such other indicators
may be used.
It should be noted that these criteria are alternative in the sense that the threshold is
triggered if the transaction represents a change of more than 25% (100%) for any one of
the criteria.
The calculation of whether a transaction represents such a change shall be carried out on
the basis of the indicators of size in the company’s most recent published annual
accounts, or alternatively the next annual accounts due to be published.39 The
calculations are to be based on the values prior to the acquisition or disposal.
If the company has published an interim report since the most recent annual accounts, or
has carried out a transaction presented by means of pro forma information in an
information document, EEA prospectus or interim report, the calculation may, subject to
approval from Oslo Børs, be based on the indicators of size taken from such published
figures.40
If the business to be acquired or disposed of is a group, the consolidated accounts of the
business shall be used. Similarly, if the company is a group, the company’s consolidated
accounts shall be used.
Businesses that have been the subject of separate financial reporting
The calculation of the 25% (100%) threshold is based on the estimated change in the
company’s accounts as a result of the transaction.
If the transaction involves a business that has been the subject of separate financial
reporting, the calculation of the changes to the indicators operating revenue and annual
profit of the company shall, to the greatest extent possible, be based on figures from the
accounts of the business in question for the same accounting period as the accounting
period used for the company’s figures. The calculation shall take into account any
material adjustments for differences in accounting principles and other matters that
impact the effect of the transaction on the company’s accounts. The calculation of the
change in the indicator assets in the company’s accounts must take into account the
overall effect the transaction will have on the company’s assets, including any excess
value and goodwill.
If the transaction involves an acquisition or disposal of less than 100% of the shares or
ownership interests of the business in question, the calculation of the effect on the
company’s accounts should in general include the whole of the business in question,
regardless of the proportion that the acquisition or disposal actually represents, assuming
39
ESMA/2011/81 Section 94. The ESMA Recommendation is available at: http://www.esma.europa.eu/page/prospectus. 40 Further to the prospectus rules, ESMA takes the view that the calculation should not be based on pro forma information in the prospectus, cf. ESMA FAQ , available at http://www.esma.europa.eu/page/prospectus .
817874 20/57
that the transaction will cause the business to be consolidated in the company’s accounts
or cease to be included in its consolidated accounts.
In the case of transactions that involve an associated business or a jointly controlled
business, the calculation of the change in the company’s accounts will depend on
whether the transaction is accounted for by the equity method of accounting or the gross
method of accounting.
Assets or businesses that have not been subject to separate financial reporting
In the case of an acquisition or disposal of an asset or business that has not been subject
to separate financial reporting, the principles set out above shall be applied to the extent
applicable.
Option agreements
In the case of allotting, acquiring or issuing options or similar rights to acquire or dispose
of business activities or assets, where the agreement is deemed to be entered into at the
time the allotment, acquisition or issuance takes place, the threshold value will normally
be calculated as if the option or right had been exercised.
Exemptions
If a company wishes to discuss the question of an exemption pursuant to the second
paragraph, cf. section 3.4.1, fourth paragraph, it must contact Oslo Børs well in advance
of the time at which the duty of disclosure to prepare an information document arises.
3.5.2 The content of the information document
3.5.2.1 General requirements on content
(1) The document must provide a clear and complete description of the
company, drawing particular attention to its major characteristics and risk
factors. In addition, the document must provide a description of the transaction
and the business or asset that is the subject of the transaction. The document
must provide a short account of the significance of the transaction for the
company’s earnings, assets and liabilities. The information provided in the
information document must be presented in a form that is easy to understand
and analyse.
(2) In addition to the requirements in the first paragraph, the information
document must include information on the matters mentioned in sections 3.5.2.2
to 3.5.2.6 and section 3.5.3.
If shares are issued as consideration, Oslo Børs assumes that the description of the
transaction to be provided pursuant to the first paragraph, together with the information
required by section 3.5.2.5, first paragraph, cf. section 3.4.2, first paragraph, item 1, will
satisfy the material requirements of Annex III, Section 5, of the Prospectus Regulation.
Information on the extent to which the transaction will affect the company’s assets,
liabilities and profit or loss refers to a descriptive commentary that is to be provided in
addition to the requirement for pro forma financial information.
3.5.2.2 Declaration by the board of directors
The company’s board of directors must issue a declaration that satisfies the
requirements set out in Annex I, item 1.2, of the Prospectus Regulation.
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It should be noted that this requirement applies regardless of whether the transaction in
question triggers the duty to prepare a prospectus. The board’s declaration must be
given in respect of the information that relates to the company. In addition, the
declaration should state the source for the information provided on the business that is
the subject of the transaction.
3.5.2.3 Updated description of the company
Information required pursuant to the following provisions of the Prospectus
Regulation must be provided for the company as it will be following the
implementation of the transaction:
1. Annex I, item 2.1, item 4, item 5.1.1, item 5.1.4, item 6, item 7.1, item
10.1, 10.3, 10.4, item 12, item 14.1 first section, item 16.2, item 16.4,
item 17.2, item 18.1, item 20.8, item 20.9, item 21.1.7, item 22, item
23, item 24;
2. Annex III, item 2, item 3.1.
In the case of an acquisition or similar transaction where it is considered to be impossible
or inappropriate to produce a consolidated description in certain respects, Oslo Børs may
consent to a separate description being provided for the purchaser and the business to
be acquired.
3.5.2.4 Description of the business that is the subject of the transaction
(1) The document must include the information specified in section 3.4.2, first
paragraph, item 3.
(2) Information required pursuant to the following provisions of the Prospectus
Regulation must be provided for the business that is the subject of a transaction:
1. Annex I, item 4, item 5.1.1, item 5.1.4, item 12, item 20.8, item 20.9,
item 22.
(3) If the transaction relates to a business in one of the industries mentioned in
Annex XIX of the Prospectus Regulation, then Part III Chapter 1 of the “ESMA
Recommendation for the consistent interpretation of the European
Commission’s Regulation on Prospectuses”41 shall apply similarly.
The third paragraph refers to Annex XIX of the Prospectus Regulation, which provides a
list of particular types of companies that may be subject to additional requirements for
the information to be included in the prospectus. This includes i.a.:
Property companies
Mineral companies
Scientific research based companies
Companies with less than three years of operations (start-up companies)
Shipping companies
Items no. 128 to 145, of the ESMA Recommendation sets out certain additional
requirements for companies of the types mentioned. A central theme is the requirement
to produce valuation reports.
41 http://www.cesr.eu/index.php. ESMA/2011/81, available at http://www.esma.europa.eu/page/prospectus.
817874 22/57
These provisions apply to the information document if the “transaction relates to a
business in one of the industries mentioned in Annex XIX of the Prospectus Regulation”.
The requirement for more detailed information therefore does not apply to the company
itself, regardless of whether the company operates in one of the industries mentioned.
For the sake of good order, it should be noted that the additional requirements will only
come into question in the case of the acquisition of a business or asset, and not in cases
of disposals or similar transactions.
3.5.2.5 Description of the transaction
(1) The document must include the information specified in section 3.4.2, first
paragraph, items 1, 2, 4 and 5.
(2) The following requirements of the Prospectus Regulation must be satisfied
for the transaction:
1. Annex III, item 8.1, in respect of the costs of carrying out the
transaction in question.
(3) If the transaction involves a listing of new shares in the company, the date
when the new shares are expected to be admitted to listing shall be stated. In
addition, the following requirements of the Prospectus Regulation must be
satisfied:
1. Annex III, item 4.1, item 4.6, item 4.7, item 4.8.
(4) If the transaction involves an application for shares in another company to
be listed on Oslo Børs or another regulated market, the information document
shall include the following information:
1. A short account of the listing process and the relevant timetable;
2. The information specified in Annex III, item 6.1 and item 6.2, of the
Prospectus Regulation.
(5) If the transaction involves a possible delisting of one or more companies,
information shall be provided on whether the companies intend to apply for the
shares to be delisted.
The fourth paragraph will typically apply to demergers or the distribution to shareholders
of shares in a subsidiary or associated company, where the divested company is the
subject of an application for admission to listing.
3.5.2.6 Financial information
The following requirements of the Prospectus Regulation must be satisfied for
the company:
1. Annex I item 3, items 20.1 to item 20.6;
2. Annex II;
3. If the company elects to include a forecast or estimate of earnings,
such forecast or estimate must be produced in accordance with Annex
1, item 13 of the Prospectus Regulation.
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The requirements for financial information apply only to the company. For the business
that is the subject of the transaction, historical financial information must be provided for
the period covered by the pro forma information, cf. Annex II, item 3, of the Prospectus
Regulation.
The pro forma information in the information document must satisfy the pro forma
module of the prospectus rules, including an auditor’s report, cf. Annex II, item 7, of the
Prospectus Regulation.
When producing pro forma information there is, in general, a duty to take into account
any other transactions that require pro forma information and that have been carried out
in the period covered by the pro forma information.42
For the sake of good order, it should be noted that in certain cases the company, in
consultation with Oslo Børs, may be able to satisfy its duty to describe the effects of the
transaction by some means other than providing pro forma financial information, cf.
Annex I, item 20.2 (particularly the second paragraph), of the Prospectus Regulation.
This may, for example, apply where the company does not have access to the necessary
information, where there are special reasons for pro forma financial information to be
less relevant for investors or where sufficient information is available in some other way,
such as where transactions are presented as “discontinued operations”. 43
3.5.3 Particular requirements in connection with specific types of
transactions
3.5.3.1 Merger
(1) Section 3.4 and section 3.5 shall apply similarly in the case of a merger
where the company is the acquiring party, and for a three-party merger where
the company is the party issuing the shares that will be the consideration of the
transaction. However, these provisions do not apply where the company is the
acquiring party in a merger with a wholly-owned subsidiary.
(2) In the case of a merger transaction as mentioned in the first paragraph, the
following additional information shall be provided in the information document
produced pursuant to section 3.5.1:
1. The methods used to determine the exchange ratio between the
shareholders in the merging companies;
2. How fractions of shares caused by the exchange ratio will be settled;
3. The information document shall include, as appendices, the merger
plan, independent fairness opinions for the merging companies,
reports from the companies’ boards, any statements from employees,
corporate assemblies or boards of representatives.
It should be noted that the requirements for mergers only apply to mergers that exceed
one or more of the indicators of size, cf. section 3.5.1.
The references to the merger plan are also intended to include the appendices to such
plans, cf. Sections 13-8 and 14-4, third paragraph, of the Public Limited Liability
Companies Act.
42 Cf. the ESMA FAQs, available on http://www.esma.europa.eu/page/prospectus. 43 The ESMA FAQs.
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3.5.3.2 Demerger etc.
(1) Section 3.4 and section 3.5 shall apply similarly in the case of a demerger
where the company is the party divesting the demerged company. In the case of
such a demerger, the following additional information shall be provided in the
information document that must be produced pursuant to section 3.5.1:
1. The methods used to determine the allocation of values between the
shareholders in the demerging companies;
2. How fractions of shares caused by the allocation of values will be
settled;
3. The information document shall include, as appendices, the demerger
plan, the independent fairness opinion for the divesting company, a
report from the company’s board, any statements from employees, the
corporate assembly or the board of representatives, and any
provisional balance sheets;
4. If the demerger will lead to the divested company being admitted to
listing on a regulated market, information as stated in section 3.5.2.3
shall be provided for the divested company to the extent possible.
(2) The first paragraph shall also apply to the extent applicable to transactions
that divide the company between its shareholders by way of a legal structure
other than a demerger.
The commentary to section 3.5.3.1 above applies similarly. Where a divested company is
to be admitted to listing on a regulated market, section 3.5.3.2, first paragraph, item 4,
requires that information as stated in section 3.5.2.3 shall also be provided for the
divested company to the extent possible. This provision applies even if an introduction
prospectus is to be prepared at a later date for the divested company.
3.5.4 Timing of publication
(1) The information document shall be published as soon as possible after the
agreement has been entered into, and in any case no later than before the start
of stock exchange trading on the 30th trading day after this date.
(2) Section 3.4.3, second and third paragraph, shall apply similarly.
In the case of a public offer, the agreement is deemed to be entered into at the time the
conditions of the offer are satisfied or waived. This must be assumed to relate to
substantive matters; if it is apparent that the only issues outstanding will be satisfied or
waived, it must be assumed that the agreement has been entered into.
In the case of agreements between two parties, the general principles of contract law will
determine when an agreement is deemed to be entered into. This means that the
timetable for the deadline will in general start to run from the time the contract is signed,
even if all the conditions are not necessarily satisfied or waived. If the agreement
includes particular conditions that cause real uncertainty as to whether the agreement
will come into force (not just uncertainty as to the terms of the agreement), Oslo Børs
may upon request from the company agree that the timetable shall start to run when the
specific condition(s) is/are satisfied or waived, or when it becomes overwhelmingly likely
that the condition(s) will be satisfied or waived.
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Whether an agreement is described as a “letter of intent” or similar does not determine
this evaluation. The determining factor is whether entering into the agreement in
question represents a binding contract between the parties as described above.
In the case of allotting, acquiring or issuing options or similar rights to acquire or dispose
of a business or an asset, the agreement will in general be deemed to be entered into at
the time the allotment, acquisition or issuance takes place. In the case of transactions
that include acquiring both an asset and options or equivalent rights to acquire further
assets at a later date, the question of when the agreement is entered into will require an
overall evaluation of the two (or more) elements that make up the transaction.
In cases where an equivalent document exempts the company from the duty to prepare
an information document, cf. section 3.5.6, the company must take into account the
requirements for publication in both section 3.5.4 and section 8.
Oslo Børs may in special circumstances extend the deadline for some or all of the
information required in the information document, cf. section 3.5.4, second paragraph,
cf. section 3.4.3, third paragraph. Oslo Børs will take a strict approach to approving such
extensions, but will give consideration to applications in cases such as those where the
production of pro forma information, including the auditor’s report, cannot be completed
within the stipulated deadline. In the event that the deadline is extended for some of the
information in the information document, the other information must nonetheless be
published in accordance with the original deadline.
If a company wishes to discuss the question of an extension to the deadline, it must
contact Oslo Børs well in advance of the time at which the duty of disclosure arises.
In the case of agreements entered into prior to the first day of listing, Oslo Børs can
require the company to publish an information document if the agreement is not
adequately described in the listing prospectus or any supplement thereto, and this may
include a requirement to provide pro forma financial information.
3.5.5 Review and format of the information document
3.5.5.1 Review
The information document must be submitted to Oslo Børs for review before it is
published.
Oslo Børs will charge a fee for the review of the document.
A checklist for the information required in an information document is available on the
web sites of Oslo Axess and Oslo Børs, cf. http://www.oslobors.no/ob_eng/Oslo-
Boers/Regulations.
3.5.5.2 Description of the document
The information document must not be described as a “prospectus”. It must be
made clear that the document has neither been reviewed nor approved by Oslo
Børs in accordance with the rules that apply to a prospectus.
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3.5.5.3 Information that may be incorporated by reference
(1) Information may be incorporated in the information document by reference
if it is contained in documents that have previously been approved by or filed
with Oslo Børs in accordance with Section 7-14, second paragraph, of the
Securities Trading Act and Article 28 of the Prospectus Regulation.
(2) The provisions of Section 7-14, second paragraph, of the Securities Trading
Act shall apply similarly to the extent applicable.
Information may be incorporated by reference in the information document in accordance
with the prospectus rules. Oslo Børs takes the view that this applies regardless of
whether the information in question has been published by the company or by a third
party. Incorporation of information by reference can therefore also be used in respect of
information from the company being acquired or divested, as long as the information has
been published in accordance with that company’s statutory obligations pursuant to
Section 7-14, second paragraph, of the Securities Trading Act, Article 11 of the
Prospectus Directive or Article 28 of the Prospectus Regulation.
3.5.5.4 Language
The information document may be prepared in Norwegian, English, Swedish, or
Danish.
This provision applies regardless of which language the company uses for the public
disclosure of information pursuant to section 5.2.
3.5.6 Relation to the duty to prepare a prospectus
The company will be exempt from the duty to publish an information document
if the company has, within the timetable set out in section 3.5.4, published an
EEA prospectus in accordance with Chapter 7 of the Securities Trading Act that
covers the transaction in question. This shall also apply if the company has
published a document that satisfies the requirements for exemption from the
duty to prepare a prospectus, cf. the exemption rules of Section 7-4, items 4/6,
or Section 7-5, items 5/7 of the Securities Trading Act (an "equivalent
document").
The EEA prospectus must be inspected and approved by Finanstilsynet or another
prospectus authority prior to publication, cf. section 8.2, cf. sections 13.2.2, second
paragraph, and 13.3.3, second paragraph. Finanstilsynet decides which types of
document satisfy the requirements for exemption from the duty to prepare a prospectus
pursuant to the rules of exemption stipulated in the Securities Trading Act, Section 7-4
items 4/6 or Section 7-5 items 5/7 (”equivalent document”).44
The condition for an exemption is that the EEA prospectus or the equivalent document
“deals with the transaction in question”. This latter requirement will be satisfied in the
case of a merger or acquisition with consideration in shares where the acquiring company
is the subject of a prospectus/equivalent document, but will not, for example, be satisfied
in the case of a demerger where the prospectus deals with the divested company.
In cases where the duty to produce an EEA prospectus or equivalent document is
incurred long before the duty to prepare an information document (e.g. in takeover bids
with settlement in shares where the takeover triggers a duty to prepare an information
44 See http://www.finanstilsynet.no/no/Noterte-foretak-Prospekter/Prospekter/Informasjon/Nyheter-og-presiseringer/
817874 27/57
document for the bidder), there may be a need to request supplementary information at
a later point in time.
For the sake of good order, it should be noted that publication of an information
document that has been inspected and approved by Oslo Børs does not exempt the
company from the duty to prepare a prospectus or equivalent document pursuant to
Section 7 of the Securities Trading Act or equivalent foreign legislation or regulations.
3.6 Annual overview
(1) The company shall at least annually provide a document listing all the
information that it has made publicly available over the preceding 12 month
period in compliance with its legal obligations. The document shall state where
the information referred to is available. The document shall be filed with
Finanstilsynet and published after the publication of its annual accounts, and no
later than 20 trading days after this date.45
(2) The overview shall be published in accordance with the rules on the
publication of prospectuses, cf. Securities Trading Act, Section 7-19.46
(3) If appropriate, the document shall include a statement to the effect that
some information may be out of date.47
A more detailed account of these requirements can be found in Oslo Børs Circular No.
5/2007. Submission of the annual review to Oslo Børs in accordance with the expanded
functionality of the system used for such reporting as mentioned in Oslo Børs Circular No.
5/2007 is deemed to fulfil the company’s duty to send the annual review to
Finanstilsynet.
3.7 Notices to shareholders
Any notice sent to shareholders should be made public no later than the time at
which such notice is distributed.
This provision is not restricted to notices that are sent to all shareholders. Any notice
sent to a substantial number of shareholders, e.g. all shareholders residing in Norway,
must be made public in accordance with this provision.
3.8 Annual Statement of Reserves
(1) Companies whose principal activity is or is planned to be the exploration
and/or production of hydrocarbons (oil and natural gas companies) should
annually publish updated reserve figures and an Annual Statement of Reserves in
accordance with guidelines set out by the exchange.
(2) The Annual Statement of Reserves should be published no later than the
publication of the annual report or at such date specified in the reserve reporting
regulations that the company is subject to on another exchange or marketplace.
(3) The Annual Statement of Reserves may be prepared in Norwegian, English,
Swedish or Danish.
45 Securities Trading Act, Section 5-11, first paragraph, first to third sentences, and the Commission Regulation (EC) No. 809/2004, Article 27(2), cf. Securities Trading Regulations, Section 7-13. 46 Commission Regulation (EC) No. 809/2004 art 27(1), cf. Securities Trading Regulations, Section 7-13. 47 Commission Regulation (EC) No. 809/2004 art 27(3), cf. Securities Trading Regulations, Section 7-13.
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The company’s duty to prepare and publish an Annual Statement of Reserves is
described in more detail in Circular 9/2009.
4 Financial reporting
4.1 Management of information prior to publication
The company should ensure that no unauthorised person gains access to
information covered by section 4 prior to publication.
This provision applies regardless of whether the information in question is deemed to
constitute inside information pursuant to Section 3-2 of the Securities Trading Act.
4.2 Duty to publish annual reports, half-yearly interim reports and quarterly
interim reports
(1) The company must prepare an annual report in accordance with Section 5-5
of the Securities Trading Act and related regulations and the provisions laid down
in these rules.
(2) The company must include in its annual report information about
shareholder matters as stipulated in Section 5-8a of the Securities Trading Act.
(3) The company must prepare a half-yearly report for the first six months of
the financial year in accordance with Section 5-6 of the Securities Trading Act
and related regulations and the provisions laid down in these rules.
(4) The company must prepare quarterly interim reports in accordance with
Section 5-5 of the Securities Trading Regulations.
(5) The annual accounts must be audited by a state authorised public
accountant.
The requirements of the Securities Trading Act are explained in Finanstilsynet Circular
5/2008.
The application of the provisions of the Securities Trading Act in relation to periodic
financial reporting by issuers from countries outside of the EEA area that have Norway as
their home state is explained in Finanstilsynet Circular 10/2011.
4.3 Public disclosure of interim reports
Interim reports (half-yearly reports and quarterly reports) shall be made public
as soon as possible after the end of the relevant period, and no later than two
months thereafter. The company shall ensure that interim reports remain
available to the public for at least five years.48
This provision is explained in Finanstilsynet Circular 5/2008.
48 Securities Trading Act, Section 5-6, first paragraph, second and third sentences and the Securities Trading Regulations, Section 5-5, fifth paragraph, first and third sentences.
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4.4 Public disclosure of the annual report
The annual report shall be made public at the latest four months after the end of
each financial year. The company shall ensure that the annual report remains
publicly available for at least five years.49
This provision is explained in Finanstilsynet Circular 5/2008.
4.5 Financial calendar
The company shall, no later than by the close of the year, publish the dates
planned for the publication of interim reports in the following year. If there are
any subsequent changes to these dates, the company shall immediately
announce each such change.
The financial calendar should include the planned dates for publication of interim reports
in the following calendar year, regardless of which accounting year the interim reports
relate to.
5 Procedures for publishing and filing information
5.1 Public disclosure
(1) Information that must be made public pursuant to these rules, as well as
press releases and other information not subject to the duty of disclosure can, by
arrangement, be made public through the Oslo Børs News Service. Oslo Børs
shall ensure that the information is distributed in accordance with the
requirements of the second paragraph.
(2) Information that must be made public pursuant to these rules can be made
public by methods other than as mentioned in the first paragraph. The
information must be made public in an efficient and non-discriminatory
manner.50 The information must be made public without any charge to investors
or potential investors in the shares and through media that to a reasonable
degree can be expected to ensure that the information is publicly available
throughout the EEA area.51 Publication shall to the greatest possible extent take
place simultaneously in Norway and other EEA states.52
(3) The company shall ensure that the information is sent to the media in a
manner that ensures secure communication, minimises the risk of interference
and unauthorised access and that gives certainty as to the source of the
information. 53 The information shall be sent to the media in a manner that
clearly identifies the company, the content of the information and the date and
time it is sent. In addition, it shall be clearly stated that the information is
subject to a duty of disclosure pursuant to Section 5-12 of the Securities
Trading Act or pursuant to Continuing Obligations.
(4) Information as mentioned in section 4.2 shall be filed with Finanstilsynet by
electronic means at the same time as public disclosure pursuant to the first and
49 Securities Trading Act, Section 5-5, first paragraph, second and third sentences. 50 Cf. Securities Trading Act, Section 5-12, first paragraph, first sentence. 51
Cf. Securities Trading Act, Section 5-12, first paragraph, second sentence and Securities Trading Regulations, Section 5-9, second paragraph. 52 Securities Trading Regulations, Section 5-9, first paragraph. 53 Securities Trading Regulations, Section 5-9, fourth paragraph.
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second paragraphs takes place.54 The company shall upon demand from
Finanstilsynet be in a position to provide the information mentioned in Section
5-9, sixth paragraph, of the Securities Trading Regulations.
(5) Information that is confidential or secret in the interests of national
security, relationships with foreign states or the defence of the realm is
exempted from publication pursuant to the first or second paragraphs.55
(6) Annual and interim reports as mentioned in Section 5-5 and Section 5-6 of
the Securities Trading Act and the regulations issued pursuant to these
provisions can be made public by giving notice in the media of the internet page
on which the information is available. Such an announcement must specify an
internet page other than an Oslo Børs internet page.56
(7) The first to sixth paragraphs, cf. section 5.2, shall not apply to documents
that are subject to specific rules on public disclosure, cf. sections 3.6 and 8.4,
first paragraph.
(8) The sixth paragraph, first sentence shall apply similarly in the cases of
publication of an information document pursuant to section 3.5, Annual
Statement of Reserves pursuant to section 3.8, such documents as are
mentioned in section 8.4 second paragraph, and publication of a notice calling a
general meeting pursuant to section 10.3.
The procedure for public disclosure is described in Oslo Børs Circular No. 18/2007 Section
2, cf. Section. 4.
The duty to file information pursuant to the fourth paragraph, first sentence, is satisfied
by sending the information to Oslo Børs for storage in accordance with section 5.2, cf.
Finanstilsynet Circular 5/2008, Section 4.1.
It should be noted that where a document is made public by stating the internet page on
which the document is available, cf. seventh and eighth paragraphs, the document must
nonetheless be submitted to the officially appointed storage mechanism, cf. Securities
Trading Regulations, Section 5-9 third paragraph, second sentence and Finanstilsynet
Circular 5/2008, Section 4.1. It is therefore not sufficient to simply notify the details of
the internet page on which the document is available to the storage mechanism.
5.2 Filing
The company shall, simultaneously with the public disclosure of the information
in accordance with section 5.1, send the information electronically to Oslo Børs
for storage.57 Oslo Børs issues more detailed instructions for such submission
and storage arrangements.
The procedure for submitting information to the storage mechanism is described in Oslo
Børs Circular No. 18/2007, Section 3, cf. Section 4.
It should be noted that announcements submitted to the storage mechanism are
immediately made available on www.newsweb.no. This is not deemed to constitute public
54 Securities Trading Act, Section 5-12, second paragraph and Securities Trading Regulations, Section 5-5, fifth paragraph, second sentence. 55
Securities Trading Act, Section 5-12, third paragraph. 56 Securities Trading Regulations, Section 5-9, third paragraph. 57 Cf. Securities Trading Act, Section 5-12, first paragraph, third sentence.
817874 31/57
disclosure pursuant to Section 5.1. Companies must therefore always ensure that
information is made public simultaneously with submission to the storage mechanism.
5.3 Language to be used
(1) The company shall disclose information in Norwegian.58
(2) Oslo Børs may grant exemptions from the requirement in the first
paragraph. When considering whether to grant such an exemption,
consideration will be given to the company’s shareholder structure, how
onerous it is for the company to publish information in Norwegian in addition to
other languages, the company’s working language, and whether the company
was exempted from the language requirement prior to the new Regulation
coming into force.59
This provision is explained in Oslo Børs Circular No. 1/2008.
6 Duty to notify transactions in the company’s own shares
6.1 Duty of notification
If the company carries out purchases or sales of its own shares or of shares in
the same group, it must submit a notification to Oslo Børs in accordance with
Section 4-1, cf. Section 4-3, first paragraph, of the Securities Trading Act. The
duty of notification also applies to such instruments as mentioned in Section 4-
1, second paragraph, of the Securities Trading Act and transactions that involve
the company’s close associates, cf. Securities Trading Act, Section 4-1, third
paragraph.
If the company does not itself publicly disclose the announcement in accordance with the
requirements of section 5.1, the announcement must be sent to the Market Surveillance
and Administration Department of Oslo Børs ([email protected]).
6.2 Duty to disclose large shareholdings
If the company’s holding of its own shares and/or rights to own shares reaches,
exceeds or falls below the thresholds specified in Section 4-2, second paragraph
of the Securities Trading Act as a result of acquisition, disposal or other
circumstance, the company must notify Oslo Børs in accordance with Section 4-
2, cf. Section 4-3, second paragraph, of the Securities Trading Act and related
regulations.
If the company does not itself publicly disclose the announcement in accordance with the
requirements of section 5.1, the announcement must be sent to the Market Surveillance
and Administration Department of Oslo Børs ([email protected]).
Trading by a company in its own shares is explained in more detail in Oslo Børs Circular
No. 2/2008.
58 Securities Trading Act, Section 5-13, first paragraph. 59 Regulation of 6 December 2007 No. 1359, Section 3.
817874 32/57
7 Corporate Governance report 60
(1) The company must provide a report on the company’s corporate governance
in the directors’ report or in a document that is referred to in the directors’
report. The report must cover every section of the Code of Practice. If the
company does not fully comply with the Norwegian Code of Practice for
Corporate Governance, the company must provide an explanation of the reason
for the deviation and what alternative solution it has selected .
(2) The company must ensure that the following information is included in the
report provided pursuant to the first paragraph:61
a. A statement of the code of practice and regulatory framework on
corporate governance to which the company is subject, or with which it
has elected to comply,
b. Information on where the code of practice and regulatory framework
mentioned in (a) is publicly available,
c. A description of the main elements of the company’s internal control and
risk management systems associated with the financial reporting
process, and where the entity that is required to prepare accounts also
prepares consolidated accounts, the description must include the main
elements of the group’s internal control and risk management systems
associated with the financial reporting process,
d. An account of any provisions in the articles of association that completely
or partially extend or depart from the provisions stipulated in Chapter 5
of the Public Limited Companies Act,
e. The composition of the board of directors, the corporate assembly, the
committee of representatives and the control committee, and of any
committees of such corporate bodies, and a description of the main
elements in the prevailing instructions and guidelines for the work of
these corporate bodies and of any committees thereof,
f. The provisions of the articles of association that regulate the
appointment and replacement of members of the board of directors,
g. An account of any provisions in the articles of association or
authorisations that allow the board to decide that the company is to
repurchase or issue its own shares or its own equity certificates.
The requirements set out in the first paragraph are equivalent to the requirements set
out at Section 1(2) of the Norwegian Code of Practice for Corporate Governance.
The requirements set out in the second paragraph are equivalent to the requirements set
out at Section 3-3 b of the Accounting Act.
(3) If the report mentioned in the first paragraph is made available in a
document that is referred to in the annual report, this document must be
publicly disclosed in full no later than at the same time as the annual report is
publicly disclosed.
60 Cf. Norwegian Code of Practice for Corporate Governance, Section 1(2). 61
Accounting Act, Section 3-3b.
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8 Prospectus
8.1 Duty to prepare a prospectus
The company shall prepare a prospectus in accordance with the provisions of
Chapter 7 of the Securities Trading Act and regulations issued pursuant thereto.
8.2 Review and approval of an EEA prospectus etc.
(1) An EEA prospectus as mentioned in Section 7-7, first paragraph, of the
Securities Trading Act must be sent to Finanstilsynet for review and approval.
This also applies to supplements to prospectuses pursuant to Section 7-15 of the
Securities Trading Act.
(2) Registration prospectuses must be sent to the Register of Business
Enterprises for registration, cf. Securities Trading Act, Section 7-10.
(3) If the company plans to issue preferential rights to subscribe for shares or
to list other types of subscription rights, or to list shares in the same class of
shares as the class that is listed, but where the shares have rights that differ
from those of the shares already listed, the company must notify Oslo Børs no
later than at the same time as the first draft of a prospectus is submitted for
review and inspection to the relevant prospectus authority.
Listing of shares in a separate share class is subject to the provisions of Section 2.4.3,
second paragraph, of the Listing Rules.62
Notification of the listing of shares with rights that differ from those of shares already
listed shall take place by submitting the chapter of the prospectus describing the
transaction to [email protected].
Notification of the issue of preferential subscription rights as mentioned in the fourth
paragraph shall take place by submitting the report stipulated in Section 8.2 of the
Listing Rules, together with the chapter of the prospectus describing the transaction, to
Notification of the issue of other types of subscription rights shall take place by
submitting the application stipulated in Section 8.3 of the Listing Rules, together with the
chapter of the prospectus describing the transaction, to [email protected].
In the case of the admission to listing of subscription rights and shares with other rights,
the duty of notification is supplemented by the legal authority of Oslo Børs to require
further information pursuant to Section 5.2, second paragraph, of the Listing Rules,.63
Finanstilsynet decides which types of document satisfy the requirements for exemption
from the duty to prepare a prospectus pursuant to the rules of exemption stipulated in
the Securities Trading Act, Section 7-4 items 4/6 or Section 7-5 items 5/7 (”equivalent
document”).64
62
Cf. Oslo Axess Listing Rules, Section 2.4.3, second paragraph. 63 Cf. Oslo Axess Listing Rules, Section 5.2, second paragraph. 64 See http://www.finanstilsynet.no/no/Noterte-foretak-Prospekter/Prospekter/Informasjon/Nyheter-og-presiseringer/
817874 34/57
8.3 Timetable for confirmation of publication in respect of certain transactions
(1)In the case of prospectuses for the admission to listing of subscription
rights, or the admission to listing of shares in the same class of shares as the
class that is listed, but where the shares have rights that differ from those of
the shares already listed, Oslo Børs must have received confirmation from the
company no later than 14.00 hours on the trading day before the first day of
listing that the prospectus has been, or will be, published in accordance with
Section 7-19 of the Securities Trading Act. The same requirement applies to any
document prepared in accordance with the exemption rules of Section 7-4,
items 4/6, or Section 7-5, items 5/7, of the Securities Trading Act (“equivalent
document”) that applies to the admission to listing of subscription rights, or the
admission to listing of shares within a class of shares that is already listed but
where the shares have rights that differ from those of the shares already
listed.65
Confirmation of publication must be sent to the Market Surveillance and Administration Department of Oslo Børs ([email protected]).
If the company wishes to publicly disclose the prospectus on the Oslo Børs website, Oslo
Børs must be given notice of this no later than at the same time that the first draft of the
prospectus is submitted to Finanstilsynet for inspection and approval, and such notice
must include information on whether any electronic mechanisms shall be used to prevent
the distribution of the prospectus to specific markets.
8.4 Timetable for public disclosure of approval of the prospectus etc.
No later than 08.00 hours on the day the offer period starts or the first day of
listing, the company must publicly disclose that the EEA prospectus has been
approved, and state where it is available. The same deadline shall apply for the
publication of where a document that satisfies the requirements for exemption
from the duty to prepare a prospectus, cf. Securities Trading Act Section 7-4
items 4/6 or Section 7-5 items 5/7 (”equivalent document”) is available.
(2) A prospectus filed with the Register of Business Enterprises in accordance
with the Section 7-10 of the Securities Trading Act and documents prepared in
accordance with the exemptions set out in Section 7-4 or Section 7-5 of the
Securities Trading Act, must be published prior to the start of the public offer
period or before the start of listing.
(3) The company shall without undue delay following the approval of a
supplement to a prospectus pursuant to Section 7-15 of the Securities Trading
Act publicly disclose that the supplement to the prospectus has been approved,
and state where it is available.
8.5 Submission of the EEA prospectus or equivalent document to Oslo Børs
The EEA prospectus or supplement to a prospectus in its final form must be sent
to Oslo Børs immediately after it is approved. This shall also apply to a
document that satisfies the requirements for exemption from the duty to
prepare a prospectus, cf. Securities Trading Act Section 7-4 items 4/6 or
65 See also Listing Rules, Section 8-4, second paragraph.
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Section 7-5 items 5/7 (”equivalent document”) immediately after the document
becomes available.
The prospectus or equivalent document must be sent to [email protected].
9 Takeover bids
(1) In the event of a takeover bid pursuant to Chapter 6 of the Securities
Trading Act, the company shall inform its employees in accordance with Section
6-8, second paragraph and Section 6-14, third paragraph, of the Securities
Trading Act, cf. Section 6-19, first paragraph.
(2) If the company has been informed that a takeover bid is to be made
pursuant to Section 6-1, Section 6-2, second paragraph, or Section 6-6 of the
Securities Trading Act, then until the offer period has expired and the result of
the bid is known, neither the board of directors nor the executive management
may make any decisions in regard to the matters mentioned in Section 6-17,
first paragraph of the Securities Trading Act, cf. Securities Trading Act, Section
6-17, second to fifth paragraphs.
(3) When a bid is made pursuant to the rules on mandatory bids, the board of
directors shall produce and make public a statement in accordance with Section
6-16 of the Securities Trading Act.
There are two situations in which the takeover supervisory authority has to decide who
should issue the statement, cf. Securities Trading Act, Section 6-16, fourth paragraph.
This is the case when (i) a bid has been made by someone who is a member of the board
of the company, or (ii) the bid has been made in concert with the board of the company.
In such situations, the company should contact the Legal Department of Oslo Børs at the
earliest possible time, preferably before the offer is announced, in order to decide who
will issue a statement on the offer. Oslo Børs, in its capacity as the takeover supervisory
authority, will decide who will issue the statement following consultation with the
company's board or its representatives, cf. Section 6-16, fourth paragraph.
Whether a bid is deemed to have been made in concert with the board of the company
will depend on the facts of the situation. A practical example would be a situation where
the target company and the offeror have entered into an agreement in respect of the
offer that includes elements that may raise the question of whether the board of
directors has a conflict of interest in evaluating the offer, and examples of such elements
may be that the target company has agreed to pay compensation to the offeror if the
takeover does not take place, undertakings in respect of exclusivity, undertakings in
respect of future appointments for members of the board etc.
If Oslo Børs decides that the statement should be made by someone other than the
board, then any other statements that the board may make about the offer should
clearly state that an independent statement will be issued in accordance with the
requirements of the Securities Trading Act, Section 6-16, including the deadline for such
a statement to be made public, cf. Securities Trading Act, Section 6-16, third paragraph.
This will apply to any statements the board may make that are included in the offer
document, and any announcements that are made public about the offer.
The party that issues the statement on the offer must have the appropriate technical
expertise and must not have any business relationships with the offeror that might cause
817874 36/57
any questions over whether the party has a conflict of interest or a financial interest in
the offer (for example a fee based on the outcome).
If the offer is made by one or more members of the board of the company, Oslo Børs
may decide that the other members of the board can be selected to issue the statement
about the offer. This may also be the case if there are too few members of the board not
affected by conflict of interest for the board to pass a valid resolution. It should be
stressed that in such a situation the statement is not issued by the board as a corporate
body. In connection with the statement, information shall also be given about the views,
if any, of the board members in their capacity as shareholders, cf. Securities Trading Act,
Section 6-16, first paragraph. This also applies to the members of the board who are
deemed to be affected by conflict of interest and can therefore not be involved in the
other aspects of the statement.
In a situation where material terms and conditions of the offer change after the offer has
been made, it may be decided that a new statement must be issued on the amended
offer in accordance with the requirements of the Securities Trading Act, Section 6-16.
Reference is made to Section 14, fourth paragraph, of the Norwegian Code of Practice for
Corporate Governance, which recommends that in general the Board of Directors should
arrange a valuation by an independent expert if an offer is made for the company's
shares.
(4) The company is obliged to facilitate the dispatch of the offer document.66
10 The general meeting of the company etc.
10.1 General
The company shall ensure that the facilities and information necessary to enable
shareholders to exercise their rights are available in Norway. The company shall
moreover ensure that the integrity of data is preserved.67
10.2 Communication with shareholders
The company may use electronic means to communicate notices, warnings,
information, documents, notifications and the like to shareholders provided that
the shareholder concerned has explicitly agreed to this. When the company
conveys information etc. to a shareholder, the company may do so by electronic
means to the shareholder’s e-mail address or by such means as the shareholder
has specified for the purpose.68
The provisions of this section are supplemented by the provisions of Section 5-11a of the
Public Limited Companies Act.
10.3 Notice to call a general meeting
(1) In order to call a general meeting, the company must give notice in writing
to all shareholders of known address.
66
Cf. Securities Trading Act, Section 6-14, second paragraph, second sentence. 67 Securities Trading Act, Section 5-9, first paragraph. 68 Securities Trading Act, Section 5-9, sixth paragraph.
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(2) The company must publicly disclose the notice calling a general meeting
together with any attachments.
(3) The company shall in the notice calling the general meeting state the
number of shares and voting rights, as well as provide information on the
shareholders’ rights.69
(4) The company shall append a proxy voting form to the notice of the meeting
unless such a form is available to shareholders on the company's website and
the notice calling the meeting includes information that shareholders need to
access the documents, including the internet address.70
The first paragraph does not intend to impose requirements on distribution of the notice
additional to the requirements set out in the Public Limited Liability Companies Act. The
detailed provisions on convening a general meeting can be found in Chapter 5 of the
Public Limited Liability Companies Act.
In the case of issuers of equity certificates, these provisions in respect of the general
meeting shall apply to the meeting of the committee of representatives and the election
meeting to the extent they are applicable, cf. section 1.2, second paragraph.
[Accordingly the notice pursuant to section 10.3 calling the election meeting shall be sent
to all holders of equity certificates and to all other parties that have the right to elect
members to the committee of representatives. The notice pursuant to section 10.3
calling the meeting of the committee of representatives shall be sent to all parties
entitled to attend the meeting of the committee.]
10.4 The right of Oslo Børs to attend the general meeting
Oslo Børs shall be entitled to attend and to speak at the company’s general
meeting.
10.5 Report of the general meeting
Following a general meeting, the company shall immediately announce that its
general meeting has been held. If any resolution passed by the general meeting
differs from the resolutions proposed by the board of directors and made public
in accordance with section 3, this must be stated.
The provisions of this section are supplemented by Section 4 of the ’Regulation on the
duty of disclosure for certain public limited companies before and after the general
meeting’ of 6 July 2009, No. 983.
11 Carrying out corporate actions
11.1 General
The company shall carry out corporate actions in accordance with section 11.2
and section 11.3, unless there are special reasons to deviate from this. If a
company intends to carry out a transaction in a manner that deviates from the
procedures as set out, it must consult Oslo Børs well in advance.
69 Securities Trading Act, Section 5-9, second paragraph. 70 Securities Trading Act, Section 5-9, third paragraph.
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11.2 Merger, demerger and reduction in share capital through distribution
(1) A merger, demerger or reduction in share capital by distribution to
shareholders, shall be registered as executed outside stock exchange trading
hours.71 The first sentence only applies to mergers if the company acquired is
listed on Oslo Børs.
(2) The company shall inform Oslo Børs of the registration of a corporate action
as mentioned in the first paragraph no later than 14.00 hours on the trading day
before the registration is due to take place. In the event that registration
cannot be executed outside stock exchange trading hours, Oslo Børs will
consider whether it is necessary to impose a matching halt or to suspend the
company’s shares from stock exchange listing throughout the trading day on
which the action comes into effect.
(3) The company must send an up-dated certificate of registration to Oslo Børs
immediately, and in any case no later than 08.15 hours on the first trading day
after the corporate action is registered as coming into effect.
(4) The first to third paragraphs shall apply similarly to the implementation of
other types of transactions that may cause uncertainty as to the pricing of the
company’s shares or uncertainty as to which shares are being traded.
The term “stock exchange trading hours” in the first paragraph refers to the hours during
which orders can be registered in the exchange’s electronic trading system (08.15 hours
to 17.30 hours).
The up-dated certificate of registration pursuant to paragraph 3 must be sent to the
Market Surveillance and Administration Department of Oslo Børs ([email protected]).
11.3 Corporate actions that confer rights of commercial value
(1) In the case of corporate actions that result in shareholders being given
rights of commercial value (dividend, preferential rights, rights to receive a
payment on a reduction in share capital etc.), the earliest date on which the
share is traded excluding the right in question (the “ex-date”) shall be the
trading day after the day on which the decision is made.
(2) The company must notify Oslo Børs of a decision on an action such as
mentioned in the first paragraph no later than at 14.00 hours on the trading day
prior to the ex-date, except where this information is already apparent from
information published earlier in accordance with section 3.
(3) Rights as mentioned in the first paragraph shall accrue to the parties that
are shareholders on the last day the share is traded including the rights, unless
there are special circumstances that indicate otherwise. This shall apply
regardless of whether the party in question is registered as a shareholder in the
Central Securities Depository.
(4) Oslo Børs must receive the necessary documentation to the extent that
such documentation is in existence no later than at 08.15 hours on the ex-date.
71 Cf. Public Limited Liability Companies Act of 13 June 1997 No. 45, Sections 12-6, 13-17 and 14-18, first paragraph.
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11.4 Changes in share capital
(1) If new shares are subsequently issued in the same class of shares as the
class that is listed, the new shares will automatically be admitted to listing with
no application required.72 Admission to listing shall take place without
unnecessary delay following the registration of the increase in share capital.
Oslo Børs may grant exemptions from the second sentence.
(2) In the case of admission to listing of shares in the same class of shares as
the class that is listed, but where the shares have rights that differ from those
of the shares already listed, and where the issue of such shares does not trigger
the duty to prepare a prospectus, Oslo Børs must be notified of this no later
than 10 trading days before the shares are planned to be admitted to listing.
(3) In the event of any change in share capital or in the number of shares
issued, the company shall immediately make public the registration of the
change with the Register of Business Enterprises, including the amount of its
new share capital and the total number of shares issued.
In the case of an increase in share capital that requires a prospectus to be prepared, the
provisions of section 8 apply. Admission to listing can, subject to agreement with Oslo
Børs, take place on the same day as the prospectus is approved and the prospectus is
published.
Notification of the listing of shares with rights which differ to those of shares in the same
class that are already listed must be given by sending a description of the shares and the
different rights which apply, together with any further information stipulated by Oslo
Børs, to [email protected]. The duty of notification in respect of listing shares with
such other rights is supplemented by the legal authority of Oslo Børs to require further
information pursuant to Section 5.2, second paragraph, of the Listing Rules.73
11.5 Public disclosure of theoretical opening price
(1) In the event that the company carries out complex corporate actions, Oslo
Børs may instruct the company to publish the theoretical opening price within
such a deadline as Oslo Børs may decide.
(2) The announcement to be issued pursuant to the first paragraph must state
how the theoretical opening price has been calculated and the key assumptions
used in the calculation.
“Complex corporate actions” refers to combinations of corporate actions (carried out
simultaneously or close together in time) such as share issues/debt conversion, share
splits/reverse splits, dividends/other distributions or similar actions.
72 Stock Exchange Regulations, Section 5, second paragraph. 73 Cf. Oslo Axess Rules, Section 5.2, second paragraph.
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12 Continuation of a stock exchange listing in the event of merger, demerger and
other material changes
12.1 Merger
(1) If the company participates in a merger, the company shall no later than
five trading days after the signing of the merger plan 74 send a report to Oslo
Børs that briefly explains whether the merged company following the merger
satisfies the requirements for admission to stock exchange listing,. The report
shall state whether the company wishes continued listing. If the company does
not wish to remain listed, it shall explain in the report how the interests of
shareholders for continuing listing will be provided for in the event that the
company is delisted.
(2) The first paragraph shall not apply if the company takes over a wholly-
owned subsidiary by way of merger.
(3) Oslo Børs may no later than 15 trading days after its receipt of the report
pursuant to the first paragraph demand that the company submits a document
that meets the requirements for the content of an application for admission to
stock exchange listing, cf. Listing Rules, Section 3.4. In special circumstances,
Oslo Børs may decide that additional aspects of the listing process as
mentioned in Section 3 and Section 5 of the Listing Rules shall be followed.
(4) Shares in the merged company shall be listed unless Oslo Børs resolves to
delist the shares pursuant to the provisions of section 15.1.
The report mentioned in the first paragraph can consist of a brief, summary of the
company’s compliance with the listing conditions. If the company does not wish to
continue to be listed, it may for example be relevant to explain whether shareholders are
or will be offered shares in a company that is or will be listed on a regulated market,
whether they are or will be given the opportunity to sell their shares and the percentage
of shareholders that voted against a proposal entailing delisting. If a proposal for
delisting is to be voted on as part of an approval for a merger plan, then the results of
the vote may be forwarded when available.
The basic principle is that a stock exchange listed company that participates in a merger
should retain its stock exchange listing unless it ceases to satisfy the conditions for listing
following the transaction. In such cases the listing rules will apply in their entirety., with
the exception of the specific requirement for minimum price set out in Section 2.4.6 of
the Listing Rules.75 Where the company does not satisfy the requirements for admission
to listing, Oslo Børs will consider a delisting of the company’s shares.
The establishment of Oslo Axess as an alternative regulated listing product means that
the arguments against the delisting of companies no longer weigh as heavily as they
used to. On the other hand, the application of the rules should not unreasonably hinder
the restructuring of listed companies. It would, for example, appear unreasonable to
delist a company, which before the transaction did not satisfy the revised listing
requirements in respect of the number of shareholders, and which after a merger with a
company in the same industry still does not meet the current requirement for
shareholders. If the merger, however, in reality represented a new listing of a business
74 Cf. Public Limited Liability Companies Act, Section 13-3. 75 However, the company will be expected to satisfy the minimum price requirement specified in section 2.4 of Continuing Obligations.
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that would not otherwise satisfy the listing requirements, the company should be delisted
from Oslo Børs and alternatively be directed towards admission to listing on Oslo Axess.
For companies listed on Oslo Axess, the weighing of the considerations against delisting
of companies must be established through practice over time.
If the company wishes to apply for listing on Oslo Axess (solely or as an alternative to
stock exchange listing) this must be stated. If this is the case, the application for
admission to listing will be treated as an application for listing on Oslo Axess (solely or as
an alternative to stock exchange listing), which means that the company’s listing can be
transferred to Oslo Axess without the need for Oslo Børs to approve a resolution on
delisting from stock exchange listing and without the need for the normal Oslo Axess
application procedure to be carried out.
The decision on whether to allow continued listing or delisting will normally be made by
the management of Oslo Børs. This also applies to a transfer of listing from Oslo Børs to
Oslo Axess, cf. Oslo Axess Listing Rules, Section 2.7, sixth paragraph.
12.2 Demerger etc.
(1) If the company participates in a demerger, section 12.1 shall apply similarly
to the pre-existing company. For the new company or companies created by the
demerger the Listing Rules will apply correspondingly.
(2) The first paragraph shall apply similarly to a division of the company
between shareholders by means of legal procedures other than demerger.
The commentary to section 12.1 applies similarly.
The pre-existing company in a demerger can, as a general rule, expect to retain its
listing on Oslo Børs unless it fails to meet any of the requirements for admission to
listing. The divested company will, as a general rule, be required to complete the normal
process for admission to listing.
12.3 Other changes to the company
If the company by some means other than as mentioned in sections 12.1 and
12.2 changes its character, discontinues material parts of its business or enters
into an agreement on a transaction that represents a change of more than 50%
in terms of the criteria mentioned in section 3.5.1, then sections 12.1 and 12.2
shall apply similarly. The timetable mentioned in section 12.1, first paragraph,
shall be calculated from the time that the agreement is entered into.
The commentaries to sections 12.1 and 12.2 apply similarly.
The company's duty pursuant to this section to submit a report to Oslo Børs also extends
to a change of the company's domicile or if the company enters into a ’scheme/plan of
arrangements’ or undergoes any similar form of transformation.
13 Foreign companies and Norwegian companies with a secondary listing
13.1 General
(1) Section 13 applies to foreign companies with a primary listing on Oslo Børs,
and also to Norwegian and foreign companies with a secondary listing.
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(2) Norway is the home state for Norwegian companies, and also for companies
from countries outside the EEA where this is dictated by the Prospectus
Directive.76
(3) Norway is the host state for other foreign companies that are admitted to
listing on Oslo Børs.
13.2 Primary listed companies
13.2.1 Companies for which Norway is the home state
13.2.1.1 General
(1) Foreign companies with a primary listing on Oslo Børs or Oslo Axess for
which Norway is the home state are subject to the provisions of the Stock
Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and
the Securities Trading Regulations as they apply at any time to foreign
companies for which Norway is the home state, as well as Continuing
Obligations, save for the exceptions and clarifications provided for in sections
13.2.1.2 and 13.2.1.3, cf. Standard listing agreement (the “listing agreement”).
(2) If the company breaches the provisions mentioned or other provisions set
out in the listing agreement, Oslo Børs may impose sanctions on the company
in accordance with section 15.
13.2.1.2 Use of third country accounting standards etc.
(1) A company from a country outside the EEA may prepare its annual accounts,
half-yearly accounts and quarterly interim accounts in accordance with the
accounting standards of the state in which it is registered, subject to the
requirements of Section 5-11 of the Securities Trading Regulations being
satisfied.
(2) The provisions of Sections 5-5, 5-6 and 5-8a of the Securities Trading Act, cf.
section 4, shall apply subject to the modifications that result from Section 5-7 of
the Securities Trading Regulations.
13.2.1.3 Other provisions
(1) The report mentioned in section 7, first paragraph, may be prepared in
accordance with an equivalent code of practice applicable in the state where the
company is registered. If there is no such code of practice or if the company
does not use such code of practice, the report must be prepared in relation to
the Norwegian Code of Practice for Corporate Governance.
(2) A company from a country outside the EEA can apply for an exemption from
the provisions of section 7, second paragraph, if the company is subject to
equivalent requirements under the legislation of its country of registration or as
a result of the listing rules of a regulated market outside the EEA on which the
company's shares are listed. In such circumstances, the company's annual
report must state where the report is publicly available. In no circumstances
will foreign reporting requirements be considered equivalent if they do not
76 Cf. Prospectus Directive, Article 2(1)(m)(iii).
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include a consistency check equivalent to the requirements of Section 5-1, first
paragraph, of the Auditors Act.77
See Finanstilsynet Circular 10/2011, section 3.
An application for exemption pursuant to the second paragraph must be submitted to
Oslo Børs using the standard application form produced by Oslo Børs. The application
must be accompanied by written confirmation from an external accountant or legal
attorney that the conditions stipulated in the second paragraph for granting such an
exemption are satisfied. Copies of the standard application form may be obtained upon
request from the Listing Department of Oslo Børs, and completed forms should be sent
together with the attachments to [email protected].
(3) Section 9 shall apply to the extent required by Chapter 6 III of the
Securities Trading Regulations.
(4) Distribution of the notice to call a general meeting pursuant to section 10.3,
first paragraph, must take place sufficiently in advance of the meeting so that
shareholders have the opportunity to attend the meeting in order to exercise
their voting rights.
13.2.2 Companies for which Norway is the host state
(1) Foreign companies with a primary listing on Oslo Børs for which Norway is
the host state are subject to the provisions of the Stock Exchange Act, the
Securities Trading Act, the Stock Exchange Regulations and the Securities
Trading Regulations as they apply at any time to foreign companies for which
Norway is the host state, as well as Continuing Obligations, save for the
exceptions and clarifications provided for in the second to ninth paragraphs, cf.
Standard listing agreement (the “listing agreement”).
(2) The company is exempt from the following provisions of the Continuing
Obligations: Section 2.6, third paragraph, section 3.2, first paragraph item 1,
item 2 first sentence, item 3 second paragraph, as well as fourth paragraph,
sections 3.6, 4.1, 4.2, 4.3, 4.4, 5.2, 5.3, 6.2, 7 second paragraph, 8.2 first
paragraph, 10.1, 10.2, 10.3 third and fourth paragraphs. Distribution of the
notice to call a general meeting pursuant to section 10.3, first paragraph, must
take place sufficiently in advance of the meeting so that shareholders have the
opportunity to attend the meeting in order to exercise their voting rights.
(3) If the company breaches the provisions mentioned or other provisions set
out in the listing agreement, Oslo Børs may impose sanctions on the company
in accordance with section 15.
(4) The company shall disclose information in Norwegian, Swedish, Danish or
English.78
(5) The report mentioned in section 7, first paragraph, may be prepared in
accordance with the equivalent code of practice applicable in the state in which
the company is registered. If there is no such code of practice or if the company
77 Cf. Securities Trading Regulations, Section 5-7, third paragraph. 78 Cf. Securities Trading Act, Section 5-13, fourth paragraph.
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does not follow such code of practice, the report must be prepared in relation to
the Norwegian Code of Practice for Corporate Governance.
(6) Where an EEA prospectus is to be used cross-border in Norway pursuant to
Section 7-9 of the Securities Trading Act, the company must publicly disclose
before 08.00 hours on the date of the start of the offer or the first day of listing
that the prospectus has been approved and sent cross-border to Norway, and
the announcement must state where the prospectus is available.
(7) Section 9 shall apply to the extent required by Chapter 6 III of the
Securities Trading Regulations.
(8) The company shall comply with its home state’s legislation in so far as
matters regulated in Sections 5-5 to 5-11 of the Securities Trading Act are
concerned.79 The duty to disclose such information pursuant to Section 5-12 of
the Securities Trading Act, cf. section 5.1, shall only apply where securities are
admitted to trading on a regulated market only in Norway.80
(9) The company shall provide Oslo Børs with copies of all information that the
company is required to publicly disclose pursuant to Continuing Obligations,
including information that the company publicly discloses in accordance with
its home state's legislation as mentioned in the eighth paragraph. Copies of
information shall be sent to Oslo Børs electronically at the same time as the
information is publicly disclosed. Oslo Børs issues more detailed instructions for
such submission arrangements.
(10) The company must immediately send to Oslo Børs any notices it receives in
respect of disclosure of large shareholdings ("flagging announcements”).
However, this duty does not apply if the flagging announcement has already
been publicly disclosed in accordance with Section 5 of Continuing Obligations.
The provisions from which the company is exempted by the second paragraph relate
entirely to reiterations of requirements imposed by EU directives to which the company
will in any case be subject in its home state.
The duty to provide copies of information stipulated in the ninth paragraph also includes
information that the company publicly discloses pursuant to its home state's legislation ,
cf. eighth paragraph.
The provision of information pursuant to the ninth paragraph shall take place in
accordance with the same guidelines as apply to announcements that must be filed with
the storage mechanism, cf. section 5.2, cf. Oslo Børs Circular No. 18/2007, Section 6. It
should be noted in particular that documents that are made public by stating the internet
page on which the documents are available must nonetheless be sent to Oslo Børs in
electronic form (NewsPoint). cf. section 5.2, seventh and eighth paragraphs.
If the company does not itself publicly disclose in accordance with section 5.1 a flagging
announcement as mentioned in the tenth paragraph, it must send the announcement to
the Market Surveillance and Administration Department of Oslo Børs ([email protected]).
The submission of such announcements must be carried out in accordance with the same
79 Securities Trading Act, Section 5-4, fifth paragraph, second sentence. 80 Securities Trading Act, Section 5-12, fourth paragraph, second sentence.
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provisions as apply to flagging announcements for issuers for which Norway is the home
state, cf. Regulation No. 1359 of 6 December 2007.
13.3 Secondary listed companies
13.3.1 Norwegian companies
Norwegian companies with a secondary listing on Oslo Børs or Oslo Axess are
subject to the provisions of the Stock Exchange Act, the Securities Trading Act,
the Stock Exchange Regulations and the Securities Trading Regulations and to
the Continuing Obligations, subject to the following exceptions: Sections 3.3,
3.4, and 3.5. The report mentioned in section 7 may be prepared in accordance
with an equivalent code of practice that applies in the company’s primary
market. If there is no such code of practice or if the company does not follow
such code of practice, the report must be prepared in relation to the Norwegian
Code of Practice for Corporate Governance.
13.3.2 Foreign companies for which Norway is the home state
13.3.2.1 General
(1) Foreign companies with a secondary listing on Oslo Børs or Oslo Axess for
which Norway is the home state are subject to the provisions of the Stock
Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and
the Securities Trading Regulations as they apply at any time to foreign
companies for which Norway is the home state, as well as Continuing
Obligations, save for the exceptions and clarifications provided for in the second
and third paragraphs and in sections 13.3.2.2 and 13.3.2.3, cf. Standard listing
agreement (the “listing agreement”).
(2) The company is exempt from the following provisions of Continuing
Obligations: Sections 3.3, 3.4, 3.5 and 10.3 first paragraph. Public disclosure of
the notice to call a general meeting pursuant to section 10.3, second paragraph,
must take place sufficiently in advance of the meeting so that shareholders
have the opportunity to attend the meeting in order to exercise their voting
rights.
(3) If the company breaches the provisions mentioned or other provisions set
out in the listing agreement, Oslo Børs may impose sanctions on the company
in accordance with section 15.
The provisions from which the company is exempted by the second paragraph relate
entirely to requirements imposed by Oslo Børs. It is assumed that the company is subject
to provisions in its primary market that address the same issues.
13.3.2.2 Use of third country accounting standards etc.
(1) A company from a country outside the EEA may prepare its annual accounts,
half-yearly accounts and quarterly interim accounts in accordance with the
accounting standards of the state in which it is registered, subject to the
requirements of Section 5-11 of the Securities Trading Regulations being
satisfied.
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(2) The provisions of Sections 5-5 and 5-6 of the Securities Trading Act, cf.
section 4, shall apply subject to the modifications that result from Section 5-7
of the Securities Trading Regulations.
13.3.2.3 Other provisions
(1) The report mentioned in section 7, first paragraph, may be prepared in
accordance with the equivalent code of practice applicable in the state in which
the company is registered or in the company’s primary market. If there is no
such code of practice or if the company does not use such code of practice, the
report must be prepared in relation to the Norwegian Code of Practice for
Corporate Governance.
(2) A company from a country outside the EEA can apply for an exemption from
the provisions of section 7, second paragraph, if the company is subject to
equivalent requirements under the legislation of its country of registration or as
a result of the listing rules of a regulated market outside the EEA on which the
company's shares are listed. In such circumstances, the company's annual
report must state where the report is publicly available. In no circumstances
will foreign reporting requirements be considered equivalent if they do not
include a consistency check equivalent to the requirements of Section 5-1, first
paragraph, of the Auditors Act.81
See Finanstilsynet Circular 10/2011, section 3.
An application for exemption pursuant to the second paragraph must be submitted to
Oslo Børs using the standard application form produced by Oslo Børs. The application
must be accompanied by written confirmation from an external accountant or legal
attorney that the conditions stipulated in the second paragraph for granting such an
exemption are satisfied. Copies of the standard application form may be obtained upon
request from the Listing Department of Oslo Børs, and completed forms should be sent
together with the attachments to notering@oslobors,no.
(3) Section 9 shall apply to the extent required by Chapter 6 III of the
Securities Trading Regulations.
13.3.3 Companies for which Norway is the host state
(1) Foreign companies with a secondary listing on Oslo Børs or Oslo Axess for
which Norway is the host state are subject to the provisions of the Stock
Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and
the Securities Trading Regulations as they apply at any time to companies for
which Norway is the host state, as well as the Continuing Obligations, save for
the exceptions and clarifications provided for in the second to ninth paragraphs,
cf. Standard listing agreement (the “listing agreement”).
(2) The company is exempt from the following provisions of the Continuing
Obligations: Sections 2.6 third paragraph, 3.2 first paragraph item 1, item 2 first
sentence, item 3 second paragraph, as well as fourth paragraph, sections 3.3,
3.4, 3.5, 3.6, 4.1, 4.2, 4.3, 4.4, 5.2, 5.3, 6.2, 8.2 first paragraph, 10.1, 10.2, 10.3
first, third and fourth paragraphs. Public disclosure of the notice to call a
general meeting pursuant to section 10.3, second paragraph, must take place
81 Cf. Securities Trading Regulations, Section 5-7, third paragraph.
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sufficiently in advance of the meeting so that shareholders have the opportunity
to attend the meeting in order to exercise their voting rights.
(3) If the company breaches the provisions mentioned or other provisions set
out in the listing agreement, Oslo Børs may impose sanctions on the company
in accordance with section 15.
(4) The company shall disclose information in Norwegian, Swedish, Danish or
English.82
(5) The report mentioned in section 7 may be prepared in accordance with the
equivalent code of practice applicable in the state in which the company is
registered or in the company’s primary market. If there is no such code of
practice or if the company does not use such code of practice, the report must be
prepared in relation to the Norwegian Code of Practice for Corporate
Governance.
(6) Where an EEA prospectus is used cross-border in Norway pursuant to
Section 7-9 of the Securities Trading Act, the company must publicly disclose
before 08.00 hours on the date of the start of the offer or the first day of listing
that the prospectus has been approved and sent cross-border to Norway, and
the announcement must state where the prospectus is available.
(7) Section 9 shall apply to the extent required by Chapter 6 III of the
Securities Trading Regulations.
(8) The company shall comply with its home state’s legislation in so far as
matters regulated in Sections 5-5 to 5-11 of the Securities Trading Act are
concerned.83 The duty to disclose such information pursuant to Section 5-12 of
the Securities Trading Act, cf. section 5.1, shall only apply where securities are
admitted to trading on a regulated market only in Norway.84
(9) The company shall provide Oslo Børs with copies of all information that the
company is required to publicly disclose pursuant to Continuing Obligations,
including information that the company publicly discloses in accordance with its
home state's legislation as mentioned in the eighth paragraph. Copies of
information shall be sent to Oslo Børs electronically simultaneously with the
public disclosure of the information. Oslo Børs issues more detailed instructions
for such submission arrangements.
(10) The company must immediately send to Oslo Børs any notices it receives in
respect of disclosure of large shareholdings ("flagging announcements”).
However, this duty does not apply if the flagging announcement has already
been publicly disclosed in accordance with Section 5 of Continuing Obligations.
The provisions from which the company is exempted by the second paragraph relate in
part to reiterations of requirements imposed by EU directives to which the company will
in any case be subject in its home state, and in part to requirements imposed by Oslo
Børs. In respect of the latter category, it is assumed that the company is subject to
provisions in its primary market that address the same issues.
82
Cf. Securities Trading Act, Section 5-13, fourth paragraph. 83 Securities Trading Act, Section 5-4, fifth paragraph, second sentence. 84 Securities Trading Act, Section 5-12, fourth paragraph, second sentence.
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The duty to provide copies of information stipulated in the ninth paragraph also includes
information that the company publicly discloses pursuant to its home state's legislation ,
cf. eighth paragraph.
The provision of information pursuant to the ninth paragraph shall take place in
accordance with the same guidelines as apply to announcements that must be filed with
the storage mechanism, cf. Section 5.2, cf. Oslo Børs Circular No. 18/2007, Section 6.
It should be noted in particular that documents that are made public by stating the
internet page on which the documents are available must nonetheless be sent to Oslo
Børs in electronic form (NewsPoint). cf. section 5.2, seventh and eighth paragraph.
If the company does not itself publicly disclose in accordance with section 5.1 a flagging
announcement as mentioned in the tenth paragraph, it must send the announcement to
the Market Surveillance and Administration Department of Oslo Børs ([email protected]).
The submission of such announcements must be carried out in accordance with the same
provisions as apply to flagging announcements for issues for which Norway is the home
state, cf. Regulation No. 1359 of 6 December 2007.
13.4 Particular requirements related to corporate actions
13.4.1 General
Corporate actions by foreign companies must be carried out in accordance with
section 13.4.2 and section 13.4.3 except where special circumstances require
otherwise. If the company is considering deviating from the procedure set out,
it must consult Oslo Børs in good time in advance. Norwegian secondary listed
companies are subject to the provisions of section 11.
13.4.2 Implementation of mergers, demergers and reductions in share capital
by distribution to shareholders
(1) A merger, demerger or reduction in share capital by distribution to
shareholders, shall be registered as executed outside stock exchange trading
hours. The first sentence only applies to mergers if the company acquired is
listed on Oslo Børs.
(2) The company shall inform Oslo Børs of the registration of a corporate action
as mentioned in the first paragraph no later than 14.00 hours on the trading day
before the registration is due to take place. In the event that registration
cannot be executed outside stock exchange trading hours, Oslo Børs will
consider whether it is necessary to impose a matching halt or to suspend the
company's shares from stock exchange listing throughout the trading day on
which the action comes into effect.
(3) When implementing a corporate action as mentioned in the first paragraph,
the company must produce a legal opinion from an independent external
attorney or a statement by a competent corporate body addressed to Oslo Børs
which confirms that the corporate action is validly and properly carried out and
that the shares are validly and legally issued, fully paid-up and properly
registered with the relevant register or equivalent body and which states the
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size of the company's new share capital and the total number of shares issued.
If the company is incorporated in a jurisdiction where Oslo Børs is satisfied that
a document equivalent to the company registration certificate issued for
Norwegian companies by the register of business enterprise is issued, Oslo Børs
may consent to such a document being produced that covers the matters
mentioned in place of a legal opinion from an attorney or a competent corporate
body.
(4) The legal opinion, or where relevant the confirmation equivalent to a
company registration certificate, as mentioned in the third paragraph shall be
sent to Oslo Børs immediately and in any case no later than 08.15 hours on the
first trading day after the corporate action has been carried out.
(5) The first and second paragraphs shall apply similarly to the implementation
of other types of transactions that may cause uncertainty as to the pricing of
the company's shares or uncertainty as to which shares are being traded.
Oslo Børs wishes to stress that mergers, demergers and reductions in share capital by
distribution to shareholders should be executed outside stock exchange trading hours to
avoid creating uncertainty over the pricing of the shares or uncertainty as to which
shares are being traded, cf. similar requirements at section 11.2, first paragraph.
The extract from a register mentioned in the third paragraph, final sentence, can only be
used in situations where documents are issued that are equivalent to a Norwegian
company registration certificate, i.e. are subject to the same control over legal validity as
is carried out by the Register of Business Enterprises and with the same legal effect that
results from the registration of changes to share capital by Norwegian public limited
companies. Oslo Børs has approved that the form of confirmation mentioned in the third
paragraph, second sentence, can be accepted in the case of companies registered in
Sweden, Denmark and the Faroe Isles.
The term "stock exchange trading hours" in the first paragraph refers to the hours during
which orders can be registered in the exchange's electronic trading system (08.15 hours
to 17.30 hours).
13.4.3 Corporate actions that confer rights of commercial value
Section 11.3 shall apply similarly to the extent that it is relevant.
13.4.4 Changes in share capital
(1) If new shares are subsequently issued in the same class of shares as the
class that is listed, the new shares will automatically be admitted to listing with
no application required. Admission to listing shall take place without
unnecessary delay following the registration of the increase in share capital.
Oslo Børs may grant exemptions from the second sentence.
(2) In the event of any change in share capital or in the number of shares
issued, the company must immediately publicly disclose that the change has
been carried out, and state the size of the new share capital and the total
number of shares issued. Before the new shares are admitted to listing, the
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company must publicly disclose that the shares are validly and legally issued
and fully paid-up.
(3) Where an increase in share capital involves the duty to prepare a
prospectus, reference is made to section 8. Admission to listing may, subject to
agreement with Oslo Børs, take place on the same day as the prospectus is
approved, the announcement mentioned in section 8.4 is issued and the
prospectus is made publicly available.
14 Price quotation
14.1 Oslo Børs Member and Trading Rules
Price quotation shall take place in accordance with the provisions of Oslo Børs
Member and Trading Rules.
14.2 Matching halt
(1) Oslo Børs may decide to halt order matching in the company’s shares if it
has received a notification from the company pursuant to section 3.1.4, in the
event of irregular price movements, if there is suspicion of unequal information
in the market, or in response to other events.
(2) Information about a matching halt, including any reason given for the
matching halt, shall be published. Detailed guidelines on trading in the
company’s shares during a matching halt are set out in Oslo Børs Member and
Trading Rules. An announcement shall also be made when the matching halt is
to cease.
(3) The company’s obligations under the provisions of the Stock Exchange Act,
the Stock Exchange Regulations and other provisions that impose obligations on
the company, including Continuing Obligations, remain in effect during the
period of a matching halt.
(4) The company shall keep Oslo Børs continually informed of the circumstances
justifying the matching halt to the extent that they are known to the company.
14.3 Trading halt
(1) Oslo Børs may decide to halt listing of and trading in a company’s shares if
they no longer satisfy the exchange’s terms and conditions or rules, or if called
for on other special grounds. However, Oslo Børs cannot halt listing and trading
in a financial instrument if this can be expected to cause material disadvantage
for the owners of the instruments or for the market’s duties and function.85
(2) Oslo Børs shall make public a decision regarding a trading halt immediately,
and provide information on the matter to Finanstilsynet.86
(3) Finanstilsynet can instruct that Oslo Børs shall halt listing of and trading in
a company’s financial instruments if they no longer satisfy the terms and
conditions for trading, or if called for on other special grounds.87
85
Cf. Stock Exchange Act, Section 25, first paragraph. 86 Cf. Stock Exchange Act, Section 25, second paragraph. 87 Cf. Stock Exchange Act, Section 25, third paragraph.
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(4) A decision to halt listing of and trading in a company’s shares pursuant to
the first and third paragraphs cannot be appealed.88 A decision by Oslo Børs to
impose a trading halt shall be notified to the company immediately.
(5) The company’s obligations remain in effect during the period of the trading
halt.
(6) The company shall keep Oslo Børs continually informed of the
circumstances justifying the trading halt to the extent that they are known to
the company.
(7) Oslo Børs shall together with the company seek to provide information on
the circumstances justifying the trading halt, and shall continuously evaluate
the need to maintain the trading halt decision. The trading halt shall be lifted
when it is no longer required.
14.4 Special observation
(1) If circumstances attached to a company’s shares make pricing of the shares
particularly uncertain, Oslo Børs may decide that further trading in the shares
shall take place in a manner signifying that the company or the shares are
under special observation.
(2) Before special observation commences, the company shall if possible be
informed and be given the opportunity to express its views. The decision may
not be appealed.
(3) Special observation has no bearing on the company’s rights and obligations
under the Stock Exchange Rules as a whole.
(4) Oslo Børs shall without undue delay publish a decision to commence special
observation or to terminate such special observation. The reason for commencing
special observation shall where possible be stated upon publication. Oslo Børs
shall make clear in connection with trading whether the shares or the company
are under special observation.
15 Delisting and sanctions
15.1 Delisting
(1) Oslo Børs may delist financial instruments issued by the company if they no
longer satisfy the exchange’s conditions or rules, or if called for on other special
grounds. However, Oslo Børs cannot delist a financial instrument if this can be
expected to cause material disadvantage for the owners of the instruments or
for the market’s duties and function.89
(2) If the company has grossly or repeatedly violated the provisions of stock
exchange legislation or the Stock Exchange Rules, this shall in general be
regarded as a sufficient reason that may call for delisting of the company’s
shares.
88 Stock Exchange Regulations, Section 29. 89 Cf. Stock Exchange Act, Section 25, first paragraph.
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(3) Finanstilsynet can instruct that Oslo Børs shall delist a company’s financial
instruments if they no longer satisfy the terms and conditions for listing and
trading, or if called for on other special grounds.90
(4) The company may apply to Oslo Børs to have its shares delisted if a general
meeting has passed a resolution to this effect with the same majority as required
for changes to the articles of association. Oslo Børs makes the final decision on
delisting. Oslo Børs may in special circumstances grant an exemption from the
first sentence.
(5) Before a decision on delisting is made, the question of delisting and which
measures if any that could be implemented in order to avoid delisting shall be
discussed with the company. If the circumstance that justifies delisting can be
rectified, Oslo Børs may grant the company a certain period of time in which to
rectify the circumstance or it may order the company to draw up a plan in order
to resatisfy the listing requirements. Concurrently the company shall be advised
that if the circumstance is not rectified or a satisfactory plan is not presented by
the expiry of the period, a delisting of the financial instruments in question will
be considered.
(6) Oslo Børs shall publish a decision regarding delisting immediately, and
provide information on the matter to Finanstilsynet.91
(7) The decision to delist shall state the date on which delisting will be
implemented. When fixing the date for delisting, consideration shall be given
inter alia to allowing the company a reasonable period to adjust to the fact that
its shares will no longer be stock exchange listed.
(8) If the company’s shares are delisted based on an application from the
company, the delisting decision may set further conditions that must be fulfilled
before the delisting is implemented.
15.2 Temporary delisting
(1) If there is a real possibility that a circumstance which gives rise to delisting
can be rectified or removed within a reasonable period, and the company’s board
of directors or equivalent body so requests, a delisting decision pursuant to the
rules of section 15.1 may take the form of temporary delisting.
(2) The decision by Oslo Børs shall specify the conditions that must be fulfilled
in order to be readmitted for listing, particularly as regards the information that
must be provided to the market and to holders of the financial instruments. The
period of temporary delisting may not exceed 4 months and shall be stated in the
decision, although readmission may take place at an earlier date if the required
conditions are met.
(3) If the period of temporary delisting is expected to expire without the
conditions for readmission being fulfilled, or if other conditions for listing are no
longer present, Oslo Børs shall by the end of the period make a new decision
regarding continued temporary delisting, delisting or readmission to listing.
90 Cf. Stock Exchange Act, Section 25, third paragraph. 91 Cf. Stock Exchange Act, Section 25, second paragraph.
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(4) The company’s obligations under the provisions of the Stock Exchange Act,
the Stock Exchange Regulations and other provisions to which issuers of shares
are subject shall cease in the period in which the shares are temporarily
delisted.
15.3 Daily fine
(1) If the company fails to observe the duty of disclosure pursuant to the Stock
Exchange Act and the Stock Exchange Regulations, cf. Stock Exchange Act,
Section 24, seventh paragraph, Oslo Børs may impose a daily fine on the
company until such time as the duty of disclosure is complied with. The
equivalent provision applies to the employees and officers of the company.92
(2) The daily fine for the company may not exceed NOK 500,000 per day. The
daily fine for the company’s employees and elected officers may not exceed
NOK 50,000 per day per person.93
(3) Oslo Børs may waive all or part of the daily fine if there are special grounds
for doing so.94
(4) Imposition of a daily fine constitutes a basis for enforcement by distraint.95
(5) In its decision, Oslo Børs shall set the date from which the fine shall start
to accrue and its size. A party upon whom such a daily fine is imposed shall be
notified in writing of the decision and the grounds for the decision. Information
shall also be provided on the right to appeal to the Stock Exchange Appeals
Committee, the deadline for any appeal and the procedure for appeal.96
(6) The lodging of an appeal does not have suspensive effect on the date on
which a fine takes effect. The decision and the grounds for the decision shall be
published.97
(7) Oslo Børs will send an invoice for the daily fine imposed, which is payable
30 days after the invoice date.
15.4 Violation charge for a company with stock exchange listed shares
(1) If a company breaches the provisions of the Stock Exchange Act or the
Stock Exchange Regulations, or materially breaches the Stock Exchange Rules
or business terms and conditions, Oslo Børs may resolve to impose a violation
charge, payable to Oslo Børs.98
(2) A violation charge shall be determined in accordance with the following
rules:
1. The charge imposed on a company may not exceed 10 times the
annual listing fee for each violation that may be sanctioned with a
violation charge, calculated on the basis of the latest invoiced total
annual listing fee for the company to which the violation refers.
92
Stock Exchange Regulations, Section 30, first paragraph. 93 Stock Exchange Regulations, Section 30, second paragraph. 94 Stock Exchange Regulations, Section 30, third paragraph. 95 Stock Exchange Regulations, Section 30, fourth paragraph. 96
Stock Exchange Regulations, Section 30, fifth paragraph. 97 Stock Exchange Regulations, Section 30, sixth paragraph. 98 Stock Exchange Regulations, Section 31, first paragraph.
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2. The company shall be informed that the imposition of a violation
charge is under consideration and of the circumstances on which this
is based. The company shall have at least one week to express its
views before Oslo Børs reaches a decision.99
(3) A company upon which a violation charge is imposed shall be notified in
writing of the decision, and the grounds for the decision. Moreover, information
shall be provided on the right to appeal to the Stock Exchange Appeals
Committee, the deadline for any appeal and the procedure for appeal.100
(4) The decision and the grounds for the decision shall be published by Oslo
Børs unless there are special grounds for not doing so.101
(5) Oslo Børs will send an invoice for the violation charge imposed, which is
payable 30 days after the invoice date.
(6) The first to fifth paragraphs do not apply to breaches of section 3.1.1,
section 3.1.2 first, second and fourth paragraphs, section 3.1.3, section 4.2 first
to third paragraphs, section 4.3, 4.4, section 5.1 first to sixth paragraphs,
section 6, section 8.1, section 8.2 first to third paragraphs, and section 15.5.
(7) If a company breaches section 3.1.1, section 3.1.2 or section 3.1.3 seventh
paragraph, Oslo Børs may resolve to impose a violation charge in accordance
with the Securities Trading Act, Section 17-4, cf. Securities Trading Regulations,
Section 13-1. If a company breaches section 4.2 first to third paragraphs,
section 4.3, section 4.4 or section 6.2, Finanstilsynet may resolve to impose a
violation charge in accordance with the Securities Trading Act, Section 17-4. If a
company breaches section 8.1 or section 8.2 first to third paragraphs,
Finanstilsynet may resolve to impose a violation charge in accordance with the
Securities Trading Regulations, Section 7-7, cf. Securities Trading Act, Section
17-1, fourth paragraph.
15.5 Reporting to Finanstilsynet 102
Where Oslo Børs has grounds for supposing that a company has employed
unreasonable business methods, acted in conflict with good business practice or
otherwise violated the provisions of the Securities Trading Act, it will inform
Finanstilsynet accordingly.
15.6 Market surveillance
(1) Oslo Børs shall carry out market surveillance in accordance with Chapter 4
of the Stock Exchange Regulations.103
(2) Market surveillance shall be organised in such a manner as to ensure the
satisfactory surveillance of compliance by issuers and members with the rules
on behaviour, disclosure and reporting pursuant to legislation, regulations and
the rules and business terms and conditions that apply to the regulated market.
In addition, market surveillance shall be organised in such a manner as to
ensure that it can identify any breach of the provisions of Section 3-3, Section
99 Stock Exchange Regulations, Section 31, second paragraph. 100 Stock Exchange Regulations, Section 31, third paragraph. 101
Stock Exchange Regulations, Section 31, fourth paragraph. 102 Securities Trading Act, Section 15-1, fourth paragraph. 103 Stock Exchange Regulations, Section 18, first paragraph.
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3-4, Section 3-7, Section 3-8 or Section 3-9 of the Securities Trading Act arising
as a result of trading in financial instruments that are admitted to listing.104
(3) If Oslo Børs suspects that there has been a breach of the provisions
mentioned in the second paragraph, Oslo Børs has a duty to carry out further
investigations in order to confirm or refute its suspicion. Such investigation
shall be documented, and the documentation shall be stored for 10 years after
the investigation has concluded.105
(4) In order to ensure the appropriate documentation, telephone conversations
carried out by the market surveillance department of Oslo Børs are routinely
recorded. The recordings are subject to the provisions of the Personal Data Act,
including the right of access pursuant to Section 18 thereof.
16 Administration by Oslo Børs106
(1) Chapters III, IV, V, VI and VIII of the Public Administration Act, with the
exception of Section 13, shall apply to decisions made by Oslo Børs in respect of
deleting a company from listing (section 15.1, section 15.2), suspension
(section 14.3), or imposing a daily fine (section 15.3) or violation charge
(section 15.4), or decisions made pursuant to the Securities Trading Act
Chapters 6, 7 and Section 17-4, third paragraph.
(2) The documents relating to a matter as mentioned in the first paragraph are
open to public inspection in accordance with the Freedom of Information Act of
19 May 2006 No. 16.
17 Stock Exchange Appeals Committee
Decisions made by Oslo Børs as mentioned in section 16 can be appealed to the
Stock Exchange Appeals Committee in accordance with the rules set out in
Chapter 8 of the Stock Exchange Regulations.107 This does not apply to a
decision on a trading halt, cf. section 14.3, fourth paragraph.
18 Duty of confidentiality and conflicts of interest
(1) The elected officers, employees and auditor of Oslo Børs are responsible for
ensuring that no other party can gain access to or knowledge of such matters
relating to the business or personal affairs of third parties as they become
aware of through their employment or appointment, save to the extent required
by the Stock Exchange Act or any other law. Those subject to this duty of
confidentiality must not make use of any such information for business purposes
or in connection with the purchase or sale of financial instruments. The
provisions set out in Sections 13a to 13e of the Public Administration Act shall
also apply.108
(2) This duty of confidentiality does not cease upon the termination of an
individual’s appointment or employment.109
104 Stock Exchange Regulations, Section 18, second paragraph. 105 Stock Exchange Regulations, Section 20. 106 Cf. Stock Exchange Act, Section 40, first sentence. 107
Cf. Stock Exchange Regulations, Section 35, first paragraph. 108 Stock Exchange Act, Section 14, first paragraph. 109 Stock Exchange Act, Section 14, second paragraph.
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(3) The duty of confidentiality imposed by this section shall not cause any
obstacle to information being provided to the supervisory authorities.110
(4) Officers and employees of Oslo Børs must not participate in considering or
making decisions upon matters which are of particular import to their own
interests or to the interests of any close associate where such interests may be
assumed to lead to an apparent personal or financial interest in the matter.
Moreover, no individual may take part in considering or making decisions upon
matters that are of particular financial interest to any company, association or
other public or private institution with which the individual is associated.111
19 Fees
Stock exchange listed companies shall pay fees in accordance with the general
business terms and conditions of Oslo Børs.
20 Coming into force and transitional rules
(1) This version of the rules comes into force on 1 July 2012.
21 Changes
Changes to these rules will normally be binding on companies and Oslo Børs no
earlier than one month after the changes have been notified and published. Oslo
Børs shall consult companies and other interested parties before changes are
announced save where such consultation is clearly unnecessary or impractical.
The procedure for making changes to these rules may be waived where the
changes are the result of legislation, regulation, legal ruling, administrative
decision or in other special cases.
110 Stock Exchange Act, Section 14, third paragraph. 111 Stock Exchange Act, Section 15, first paragraph.
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