Changes to the Oslo Børs' issuer rules
In conjunction with Oslo Børs migrating its trading platform to Optic, new rules are introduced for issuers on the Oslo Børs marketplaces. 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 significant changes for the admission processes for Euronext Growth (formerly Merkur Market), Euronext Expand (formerly Oslo Axess) and Oslo Børs.
The new membership and trading rules will enter into force on 30 November 2020 for equity, subject to completed migration to Optiq, and issuers that are admitted to listing from and including 30 November 2020 must comply with the listing rules, including submission of application forms and supporting documentation by templates based on new rules for these issuers.
Significant changes to the issuer rules for Oslo Børs and Euronext Expand
Changes in calculation of spread of ownership: The requirement of 25 % spread of ownership, ie that at least 25 % of the shares must be distributed to the general public is continued with important modifications.
The most significant change from the current listing rules is that ownership of more than 5 % of the shares is not considered distributed among the general public, while today this threshold is at 10 %. Exceptions will apply on special conditions for pension funds and collective entities that are not represented in the issuer's governing bodies.
Shares owned by management and members to the board of directors or other employees, or which are part of the employee shareholding or pension plans, shall not be included, provided that these shares together constitute more than 5 % of the company's issued capital. Nor will shares owned by the company (or other companies in the group) by 5 % or more of the company's issued capital be considered to be in the hands of the general public.
Although an exemption clause is introduced at the same time for a lower limit of spread in ownership among the general public of 5 %, Oslo Børs states that this will have limited practical consequence as Oslo Børs' practice of granting exemptions from the spread of ownership requirement is stricter.
Note that the new calculation method does not apply when calculating the requirement related to the number of shareholders (minimum 100 and 500 shareholders for Euronext Expand and Oslo Børs) where the current calculation method is continued.
Historical Financial statements: The listing requirements for financial statements are amended to be harmonised with the requirements set out by Euronext, as these are in line with the prospectus rules.
Oslo Børs has amended the rule so that semi-annual reports must be prepared if the fiscal year closes more than nine months before the date of the admission to trading.
However, the requirement for limited scope audit of the most recent half-year report is continued. The requirement is related to the latest interim report that is made public or filed during the period between the balance sheet date for the latest audited annual financial statement and the time of admission to trading.
Corresponding requirements apply to Euronext Expand, but the exemption available for companies with a limited accounting history will be continued.
ICB classification: Prior to submitting an application, issuers must obtain an Industry Classification Benchmark classification, a sector code used, inter alia, in connection with indices.
The minimum market value at the time of the admission to listing on Euronext Expand is changed from NOK 1 to NOK 10 per share, which is aligned with the requirement for listing on Oslo Børs.
Significant changes to the issuer rules for Euronext Growth Oslo
Expanded requirement for spread of ownership: In addition to the current requirements for spread of ownership with 15 % spread of ownership and minimum 30 shareholders, additional requirements to spread of ownership are introduced. In practice, the requirement means that there must be shares with a minimum value of EUR 2.5 million on Euronext Growth Oslo when admitted to trading. This can be achieved through three possible ways, respectively (i) through a public offering, (ii) a private placement of new shares or by sale in which at least three qualified investors participate (and as a general rule have been completed within the last 12 months prior to the scheduled date of first admission to trading) or (iii) by direct admission if the securities have already been admitted to trading on a qualified marketplace.
For the sake of good order, it is emphasized that the new method for calculating spread of ownership introduced on the Oslo Stock Exchange and Euronext Expand does not apply to the calculation of spread of ownership on Euronext Growth Oslo.
Historical Financial statements: As a general rule, there is a requirement for two years of consolidated and audited accounting history. Interim financial statements must be published if the last financial year ended more than 9 months before the first admission to trading.
Corresponding to current requirements, the Oslo Stock Exchange emphasizes that exemption from requirements for presentation of accounts for two years can normally be granted if the issuer has prepared at least one audited annual or interim report. Audited accounts must then, as a minimum, contain a balance sheet, income statement and description of accounting principles and notes.
There will be a requirement for consolidated financial statements if the issuer is a parent company, unless an exemption is granted by Oslo Børs given that the subsidiaries both individually and collectively, are of immaterial importance. This is a codification of current practice.
The current availability of temporarily admission of shares to trading is not continued: Pursuant to the current rules on Merkur Market, Oslo Børs may resolve to admit to trading on Merkur Market shares belonging to a class of shares already listed on Oslo Børs or Oslo Axess. This opportunity will not be continued.
ICB classification: Requirement for ICB classification is introduced in conformity with the requirement for the Oslo Stock Exchange and Euronext Expand as stated above.
Information Document: The admission document will be renamed to Information Document. Today's detailed content requirements are replaced by more general requirements, but there will still be an underlying requirement that the document addresses significant matters or characteristics associated with the issuer and the securities.
Change in deadlines
For all marketplaces, documentation that according to the regulations must be sent to the Oslo Børs on the trading day before the first listing day must now be sent to Oslo Børs by 13.00 and not at 14.00 as previously. This applies, inter alia, to the updated company certificate and documentation that the conditions for admission to trading have been met.
New structure for the issuer rules
The current system of listing rules and continuing obligations on the individual marketplaces on Oslo Børs 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 rule books.