Songa Offshore ASA to be listed on Oslo Børs
The Board of Oslo Børs resolved to admit shares in Songa Offshore ASA to listing on Oslo Børs.
The Board agreed to exempt the company from the requirement that a listed company must have been in existence for at least three years and have carried out the major part of its business for at least three years, cf. Section 2-1 of the Stock Exchange Regulations. This exemption was granted because analysis of the company is very largely dependent on factors that are available to the market in other ways, and the market therefore has access to sufficient information to reach an informed opinion on the company. Based on an overall evaluation, Oslo Børs has concluded that an exemption from the requirement for the company to have been existence and carried out the major part of its business for at least three years is in the interests of investors and the public.
Admission to listing is conditional on the company publishing a prospectus approved by Oslo Børs in accordance with Chapter 16 of the Stock Exchange Regulations, publishing a statement in respect of the independence of the Board and entering into a management companies agreement with Oslo Børs, cf. Section 2-6 of the Stock Exchange Regulations.
The Board authorised the President of Oslo Børs to fix the date of the first day of listing, which is to be no later than 10 March 2006.
About Songa Offshore
Songa Offshore ASA is a drilling contractor and owns and operates two semisubmersible drilling rigs and one drillship. The company was established in April 2006.
A staff of 20 people works for Songa Offshore apart from rig crew. Operational management is in Houston, USA, and financial management is in Oslo, Norway. Songa Offshore is well positioned; both operationally and financially to exploit a very strong rig marked which is expected to continue over the next several years.
Deferred date for admission to listing of Petrobank Energy and Resources Ltd
Reference is made to the resolution approved by the Board of Oslo Børs on 16 December 2005 for the admission of Petrobank Energy and Resources to listing on Oslo Børs. In response to an application by the company, the Board of Oslo Børs resolved to extend the latest day for admission to listing to 10 February 2006.
Violation charge for Opticom ASA
The Board of Oslo Børs resolved to impose a violation charge on Opticom ASA equivalent to eight times the company's annual listing fee, i.e. NOK 880,000, for a breach of the provisions in the Stock Exchange Regulations on the equal treatment of shareholders and the company’s continuing duty to disclose information.
The matter relates to breaches by Opticom ASA of the provisions in the Stock Exchange Regulations on the equal treatment of shareholders and the company’s continuing duty to provide information.
On 8 November 2005, shares equivalent to approximately 15% of the outstanding shares in Opticom belonging to Thomas Fussell, Robert Keith and Charles Street International Ltd, a company controlled by Keith and Fussell, were subject to a forced sale. Fussell is the chairman of Opticom, while Keith is a member of the board and the chief executive. On the same day, the board resolved to carry out a private placement equivalent to approximately 9.1% of the outstanding shares in Opticom with the company Simpson Financial Limited and its ”client managed funds”.
The forced sale was announced on the morning of 9 November by means of flagging and primary insider notices, but the announcement of the share issue was not published until 10:09 on the same day. At the request of Oslo Børs, Opticom published an expanded stock exchange announcement in respect of the share issue at 13:20 on the following day, 10 November 2005.
Oslo Børs takes the view that carrying out the share issue was in breach of the prohibition in the Stock Exchange Regulations on unequal treatment of shareholders without a factual basis, and the subsequent announcement did not take place in accordance with the rules on duty to disclose information in the Stock Exchange Regulations.
There were a number of issues and questions in respect of Opticom that were of significance for Oslo Børs Both before and after 9 November 2005. In this respect, Oslo Børs has elected to focus on the questions related to the equal treatment of shareholders and the duty to disclose information in connection with the share issue of 8 November 2005. Oslo Børs considers it more important to react promptly to issues considered to be important for market confidence than to carry out a full review of legal issues in respect of the company. However it cannot be excluded that there are other matters that are/may become the subject of consideration by Oslo Børs.
The minutes of the meeting of the Board of Oslo Børs containing more detail on the Board's deliberations will be published at a later time in accordance with Chapter 2 of the Freedom of Information Act.
This decision can be appealed to the Stock Exchange Appeals Committee. Any appeal must be submitted within two weeks.
Kaupthing ASA –appeal against the resolution of the Board of Oslo Børs dated 16 December 2005
The Board also reaffirmed its resolution dated 16 December 2005 to impose a violation charge of NOK 500,000 on Kaupthing ASA for repeated breaches of the trading rules and the Stock Exchange Regulations.
The appeal will be referred to the Stock Exchange Appeals Committee for consideration.
Oslo Børs, 25 January 2006
