The most important of the changes included in the new circular can be summarised as follows:
- - A new requirement has been introduced for a company to produce a report for submission to Oslo Børs, no later than five trading days prior to the introductory meeting, setting out how and to what extent the company satisfies the conditions for admission to listing contained in the Stock Exchange Act, the Oslo Børs Regulations and the attached circular. To the extent that the company does not satisfy particular conditions, the report must detail how the company intends to satisfy such conditions prior to admission to listing.
- - A complete application, together with attachments, must be received by Oslo Børs no later than 20 trading days before the meeting of the Board of Oslo Børs at which the company wishes its application to be considered.
- - In the period between the approval by the Board of Oslo Børs of a company's application for listing and the first day of listing, the circular now makes it possible for the company to make use of the Oslo Børs information system to publish information in certain circumstances. The opportunity to use the information system will only apply to so-called technical offer information that may be considered to be of material significance for investors' evaluation of an offer to subscribe for or purchase securities issued by the company. This will, for example, include information on the price range, subscription or purchase period, announcement of the final offer price, the size of an issue or distribution sale and similar matters.
- - High-growth companies (companies that do not normally have earnings or substantial operating revenue) and companies that are in a pre-commercial phase must have sufficient liquid assets in the form of bank deposits, securities etc to be able to operate the planned scope of activity for a period of ca. 18 months. Other companies that apply for admission to listing must be able to demonstrate that they have sufficient liquid assets available to be able to operate the planned scope of activity for a period of ca. 1 year.
- - For reasons of fair treatment, Oslo Børs has introduced a new requirement for the composition of the Board of Directors of a company applying for listing to be such as will ensure sufficient independence from the company's main shareholder(s) in addition to being independent of the company's management and main business connections. At least two of the members of the company's Board of Directors must be independent of the company's main shareholder(s).
- - Where a company that is in the process of merger or demerger is approved for listing, such approval will be conditional on the legal completion of the merger or demerger taking place before listing can commence.
- - Where shares are to be issued or a distribution sale of shares is to take place in connection with admission to listing, it is now a requirement that the offer and/or distribution sale must be completed before the first day of listing. Oslo Børs accepts that application for listing may be submitted before a planned share issue or distribution sale has been completed. However in such a case the company must be able, at the time it makes such an application, to demonstrate the likelihood that any necessary share issue or distribution sale will be carried out.
- - In certain cases over the recent past Oslo Børs has allowed the admission to listing of shares (or more correctly non-physical interim certificates) before they are paid up and registered with the Register of Business Enterprises (so-called "when-issued listing").
- - Companies seeking a secondary listing on Oslo Børs will not normally be required to provide a limited-scope audit of their most recent interim accounts.
- - An additional chapter has been added to deal with the continuation of listing in the event of merger, demerger or other material changes, cf. § 2-7 of the Oslo Børs Regulations.
It should be noted that work is currently under way to harmonise the regulatory framework within the Norex Alliance. This is intended to ensure similar conditions for issuers on all the Norex member exchanges. The work on harmonisation may identify the need for further changes to the conditions for admission to listing by Oslo Børs.
