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New reporting obligation to Oslo Børs related to share issuance

18.06.2024

With effect from 4 July 2024, a new reporting obligation related to compliance with prospectus requirements is imposed on companies listed on Oslo Børs' regulated markets (Euronext Oslo Børs and Euronext Expand). Furthermore, Oslo Børs guides on the practical handling of the obligation to prevent trading in new shares before any conditions for trading are met.

Pursuant to current continuing obligations, listed companies shall immediately publicly disclose corporate proposals and resolutions (made by the board of directors, general meeting or other corporate body) on any increase in the company's share capital. The new obligation entails that companies listed on the regulated markets in addition shall provide Oslo Børs with certain information in connection with share capital increases, including whether or not the offer and/or admission to trading of the new shares trigger a duty to prepare a prospectus under applicable Norwegian law. 

The purpose of the new reporting obligation is to enable Oslo Børs to monitor that companies comply with applicable prospectus regulations in connection with the offering and/or admission to trading of new shares. The new reporting obligation will not apply to companies listed on Euronext Growth Oslo.

The new reporting obligation shall be fulfilled "immediately" after the proposal or resolution on the share capital increase has been disclosed, and "no later than three trading days" before the new shares are admitted to trading (absolute deadline). The information shall be provided directly to Oslo Børs through a new functionality in NewsPoint, which will be made available before 4 July 2024. Consequently, companies should ensure that the new reporting obligation is observed in connection with any share capital increase after such date.

Oslo Børs may grant an exemption from the deadline to fulfil the new reporting obligation. If so, the company must contact Oslo Børs' Market Administration Department "in due time" prior to the contemplated share issuance. This is relevant if a private placement shall be resolved by the company's board of directors by use of a board authorisation, or if the new shares for other reasons must be issued and admitted to trading less than three trading days after the resolution to issue new shares. If an exemption is granted, the reporting obligation in NewsPoint shall be fulfilled immediately after the proposals or resolution to increase the share capital has been publicly disclosed. 

Oslo Børs will publish a separate notice with further guidance on the information to be provided in NewsPoint. For example, if the share issuance and/or admission to trading of the new shares in the company's opinion do not trigger a prospectus, the company shall provide an explanation thereof, including a reference to the prospectus exemption(s) applied. Such explanations are to some extent already provided in stock exchange announcements on launch of private placements that are made in reliance on exemptions from prospectus requirements. 

Oslo Børs will further require that listed companies keep an overview of all share issuances and changes in the share capital, the par value of each share and/or the total number of shares (including splits and reverse splits) the last 12 months on a rolling basis, both individually and accumulated. From 4 July 2024, the overview shall be sent Oslo Børs immediately upon request. In addition to preparing for the new reporting obligation in connection with share capital increases, listed companies should therefore review their internal overviews of changes in the share capital the last 12 months.

Obligation to prevent trading in new shares before conditions for trading are met

Admission to trading of new shares in the same share class as already listed on Oslo Børs' market places, takes place without any application from the company or decision from Oslo Børs. As a main rule, the new shares are automatically admitted to trading as soon as they are validly issued in accordance with corporate law, for instance, for Norwegian companies, when the share capital increase pertaining to the share issuance has been registered with the Norwegian Register of Business Enterprises.

Admission to trading of new shares may be conditioned on fulfilment of certain conditions, such as the publication of a listing prospectus. If so, Oslo Børs emphasizes that companies "shall and can, through sufficiently effective mechanisms," ensure that the admission to trading and delivery of the new shares to investors do not take place before these condition(s) are met. In accordance with current practice, this requirement could be met by issuing the new shares on a separate, temporary ISIN, or on a blocked VPS account managed on behalf of the company, pending approval (if applicable) and publication of a prospectus and/or fulfilment of other conditions for trading.

Forfattere
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Dag Erik Rasmussen
Partner
E-post der@wr.no
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Per Anders Sæhle
Partner
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Andreas Myrstad
Partner
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Karoline Stock Evje
Senioradvokat
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Ole Martin Drevvatne
Senioradvokat
E-post omd@wr.no

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