Changes to the continuing obligations for listed companies
In conjunction with the Oslo Stock Exchange migrating its trading platform to Optic, new continuing obligations are introduced for issuers on the marketplaces of the Oslo Stock Exchange. The background for the changes is to harmonize and adapt the rules to those that apply to other marketplaces in the Euronext Group.
In the following, an overview will be given of the changes in continuing obligations for companies with shares admitted to trading on the MTF Euronext Growth (formerly Merkur Market) and the regulated ,markets Euronext Expand (formerly Oslo Axess) and Oslo Børs, respectively.
The new membership and trading rules will enter into force on 30 November 2020 for equity, subject to completed migration to Optiq.
Significant changes to the continuing obligations on Euronext Growth Oslo:
- Requirement to disclose significant holdings of shares: A requirement to disclose where a person, acting alone or in concert, reaches, exceeds or falls below a holding threshold of 50 % or 90 % of the capital or voting rights in the issuer is introduced. This is a requirement incumbent on the issuer, and such information must be published within five trading days after the issuer becomes aware of the change in ownership.
- New rule regarding separate "key date" announcement in connection with certain corporate actions: In the event of proposals or decisions on cash dividends, preferential rights issues, share splits or reverse splits, as well as "repair issues" subsequent to private placements, the issuer must publish so-called "key date" announcements. This is a separate announcement with specific content requirements and must be formulated based on standardized forms. In addition, a requirement is introduced for a separate announcement for publication of the ex-date and possible payment date for company events as mentioned above, see the link above. These are similar to the rules that currently apply for Oslo Børs and Euronext Expand.
- Financial reporting: The requirements to the content of the annual report and the half-yearly report, respectively, has corresponding to the listing rules been amended to harmonize with the Euronext Rules. The change involves that other Member States’ national accounting standards may, as a general rule, be applied without further assessment of the Oslo Stock Exchange. Where the issuer has its registered office in a state which is not a Member State, an IFRS reconciliation table must as a main rule be prepared if applicable national accounting standard in the country of its registered office are applied (that are not considered equivalent to IFRS).
The current rules setting out the minimum content of the financial statements are discontinued. However, there are still requirements for consolidated accounts where the issuer is a parent company and the deadlines for publishing annual and interim reports have not changed.
- The financial calendar must include the date for the issuer’s annual general meeting: The financial calendar for 2021 (which must be published no later than year end 2020), must in addition to the dates for financial reporting, also include the date for the annual general meeting. Note that issuers must also make use of the functionality “Financial calendar” in NewsPoint.
For issuers of all marketplaces, the following changes to the continuing obligations are introduced:
- New disclosure requirements for special situations: Changes to the issuer’s external auditor, including resignations, and changes of the chief financial officer (CFO) must be publicly disclosed, regardless of whether the circumstances are considered to constitute inside information.
- Removal of the obligation to disclose transactions with close associates: The current requirement for the Issuer to publicly disclose transactions that are not immaterial between the company and certain close associates is discontinued. Please note that the issuer must nevertheless publish information about such transactions in accordance with the rules for publishing inside information where the issuer considers the information to constitute inside information, and that transactions with close associates must be disclosed in the issuer’s annual report in accordance with applicable statutory law. The Norwegian Code of Practice for Corporate Governance also provides recommendations about this matter.
- The issuer has to publicly announce ex-date in a separate announcement in relation to certain corporate actions: Contrary to current practice, the issuers themselves will have to publicly announce that the shares are traded exclusive the right in question in a separate announcement, prior to the opening of the market (ex-date). Ex-date is the date of the first trading day where the shares will be traded without the right to, for example, dividend, participation in repair issues, participation in merger/demerger etc.
New structure for the issuer rules
The current system of listing rules and continuing obligations on the individual marketplaces on the Oslo Stock Exchange is changed.
- For Oslo Børs and Euronext Expand, both of which are regulated markets, joint rule books applies, which include both listing rules and continuing obligations for equity instruments and debt instruments. Rule book I includes a single harmonised rule book for all markets that are governed by the Euronext harmonised rules, while Rule book II includes regulation specific to Oslo Børs and Euronext Expand.
- Correspondingly, a separate rulebook is introduced for Euronext Growth Oslo, where Part I contains common rules for all corresponding (unregulated) marketplaces in the Euronext system and Part II contains special rules for Euronext Growth Oslo.
- In addition, Notices are issued which contain further clarifications, descriptions of procedures and documentation requirements. Many of the provisions from the current issuer rules are moved to separate notices.
- Requirements and rules that are otherwise provided for by law and regulations are essentially not repeated by the rule books.