Oslo – an efficient market for capital raisings

The Norwegian capital markets offers a flexible, time- and cost efficient process for equity issues (private placements). A key consideration for investors is, however, tradeable securities. The N-OTC can offer instant low threshold listings of shares with a minimum of reporting requirements.

Oslo is well established as one of the go-to jurisdictions for raising capital for the shipping and offshore industries. Measured by the number of listed companies, the Oslo Stock Exchange is the largest securities market place for shipping in Europe and the second largest globally, offering a variety of listing opportunities for Norwegian and foreign companies. Norwegian investment banks are also global leaders with strong market presence and reach within the relevant sectors.

"Norwegian style" private placement and immediate trading in shares

Carrying out an equity financing in the Norwegian market is a fairly uncomplicated and document-light exercise as this is often carried out in a private placement structure relying on available exemptions from prospectus requirements. The documentation will normally comprise of an application form, a term sheet and a company presentation. The most relevant prospectus exemptions applied in private placements are offers of securities with a minimum subscription of at least EUR 100,000 or offers made to less than 150 non-professional investors (also combined). In addition, private placements are regularly made in reliance on exemptions under the US Securities law (144a/Reg S). A limited legal due diligence will normally be required by the engaged investment bank.

Upon completion of the private placement, provided that a diversified investor base (i.e. more than 50 shareholders) can be demonstrated, a listing on the N-OTC can be applied for immediately. Such an application will be submitted by the engaged investment bank on behalf of the company. The N-OTC is an information system for unlisted shares, where buy and sell interests as well as transactions are reported and disclosed (no-auto matching platform). No admission document or a prospectus is required for the listing. However, it should be noted that the N-OTC does require listed companies to report their financials and certain price sensitive information, with such information becoming publicly available.
As an alternative to, or as a next step from a N-OTC listing, the Oslo Stock Exchange offers listing on the multi-lateral trading facility, Merkur Market (on the Oslo Stock Exchange regular trading platform). Admission to trading on Merkur can be obtained 5 days after the company has submitted its application (fast track). The listing process involves preparation of an admission document (again no prospectus requirement) in addition to an application.

Several companies have used this market place for growth, capitalisation and to build up a sufficient spread in the shares to qualify for listing on one of the regulated market places operated by the Oslo Stock Exchange.

Transfer to a regulated market place

Oslo Børs and Oslo Axess are fully regulated market places. The Oslo Axess has somewhat more liberal listing criteria and is more suited for companies in an earlier phase of commercialisation than the Oslo Børs. Companies having shares admitted to trading on Merkur Market, may qualify for a simplified listing process should they apply for listing on Oslo Børs or Oslo Axess at a later stage. Listing on a regulated market will always require that the Company prepares a listing prospectus, but for transfers from Merkur Market certain due diligence requirements may be exempted from and the listing processes will in general be shorter and more efficient.

Wikborg Rein has a long history of assisting companies in the shipping and offshore sectors in raising capital on each of the above exchanges including assisting Songa Bulk and ADS Crude Carriers in the recent years. For further information, please contact Dag Erik Rasmussen, Per Anders Sæhle, Christian Emil Petersen, Maria Krog Eik or Karoline Stock Evje.

 

FACTS

N-OTC

  • Owned by Oslo Børs – administrated by the Norwegian Securities Dealers Association
  • An unregulated electronic "bill-board"
  • Invitation must come from a brokerage house (no application by company)
  • Lifetime requirement (more than one year), exemptions available
  • Market cap of at least NOK 20 million
  • Minimum 50 shareholders, exemptions available
  • Financial reporting: recognised accounting standards
  • No listing prospectus/admission document required
  • No due diligence required for listing
  • Disclosure obligations undertaken – price relevant information "of significant importance"

Merkur Market

  • Multilateral trading facility (i.e. not a "regulated market")
  • Private and public companies
  • 15% spread in shares and min. 30 (independent) shareholders
  • Financial reporting in accordance with GAAP or IFRS
  • At least one audited interim or annual report
  • Limited due diligence – no requirement for independent due
  • diligence advisor
  • Admission document
  • Admission process: 1-2 weeks

Oslo Axess

  • Regulated market for public companies
  • 25% spread in shares and min. 100 (independent) shareholders
  • Min. NOK 8 million in market cap.
  • At least one audited interim or annual report (IFRS)
  • Legal and financial due diligence
  • Financial reporting in accordance with IFRS (min. half-yearly)
  • Prospectus requirement (EU prospectus) – 4-6 weeks approval process
  • Admission process: 8 weeks - fast track process available (4 weeks)

Oslo Børs

  • Regulated market for public companies
  • 25% spread in shares and min. 500 (independent) shareholders
  • Min. NOK 300 million in market cap
  • At least three years’ history and activity. An exemption may be applied for
  • Legal and financial due diligence
  • Financial reporting in accordance with IFRS (min. half-yearly)
  • Prospectus requirement (EU-prospectus) – 4-6 weeks approval process
  • Admission process: 8 weeks – fast track process available (4 weeks)

More articles from our Shipping Offshore Update June 2019

  • Shipping Offshore

    2019

    Insolvency in China – how to minimise risk when a customer is facing bankruptcy

    Ever since China strengthened its legal framework for bankruptcy proceedings in 2007, the number of Chinese bankruptcies has increased significantly. For the seller in a supply contract, protection against bankruptcies should be considered when drafting the contract and suitable protections built in, to the extent possible.

  • Shipping Offshore

    2019

    Improving arbitration in Norway

    There are a number of ways to make arbitration more attractive and efficient and the inherent flexibility of arbitration provides practitioners with the necessary tools to achieve just this aim without resorting to the development and adoption of further written "guidelines" or "best practices".