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Oslo Børs has decided that its new authorised marketplace for shares and primary capital certificates will be known as Oslo Axess. The new marketplace is expected to open in May 2007. This will be accompanied by certain changes to the normal stock exchange market.
Oslo Børs announced on 11 September this year that it had applied for permission to establish an authorised marketplace for shares and primary capital certificates. The permission was granted by the Ministry of Finance 20 December. Oslo Børs has prepared proposals for the new marketplace’s rules and regulations, as well as proposing changes to the existing stock exchange market. These proposals have been circulated for consultation today. The launch of Oslo Axess and the related changes to the stock exchange market will take place in May 2007.
Rules and regulations for Oslo Axess
The main difference between Oslo Axess and Oslo Børs will be more relaxed requirements for admission to listing on Oslo Axess than for the normal stock exchange market. This will principally relate to more relaxed requirements on the history of a company, its market capitalisation and the spread of its share ownership. However, once a company is admitted to listing on Oslo Axess, it will be subject to the same continuing obligations towards the marketplace and investors as apply on the normal stock exchange market. In other words, the two markets will offer relatively similar investor protection.
Oslo Børs has proposed that for Oslo Axess the requirement for market capitalisation should be a minimum of NOK 8 million, equivalent to the current requirement for admission to the SMB List. There will be no requirement for the company to have carried out its business activities for a specified minimum period prior to listing on Oslo Axess. However, it is proposed that companies seeking admission must have published a least one annual report or interim report. Oslo Børs has also proposed that at least 10% of a company’s shares must be held by persons who are not related to the company, and these shares must be spread among a minimum of 100 shareholders, each holding a least one round lot.
There will be a simple application procedure for companies whose shares are listed on Oslo Børs to transfer their listing to Oslo Axess.
Changes to the requirements for admission to listing on Oslo Børs
Oslo Børs has proposed that, in connection with the launch of Oslo Axess, the existing SMB List for the normal stock exchange market will cease to exist. The concept of the Main List will also be discontinued, and companies will simply be “listed on Oslo Børs”. These changes are proposed in order to clarify the distinction between Oslo Børs and Oslo Axess, and also to reflect the intention to impose stricter quality requirements on companies that are listed on the normal Oslo Børs stock exchange market.
In addition, Oslo Børs has proposed that the requirements for admission to listing on the normal stock exchange market should be stricter than those that currently apply for the SMB List. It has proposed that the minimum market capitalisation should be NOK 300 million, equivalent to the current requirement for admission to the Main List. Changes are also proposed to the minimum requirements for existing business activities, and companies must not be in a pre-commercial phase at the time of admission to listing. It is proposed that the requirement for a company to have reported a positive operating profit in one of the last three years should be cancelled. The proposed requirement for the minimum number of shareholders holding at least one round lot should be set at 500. The current listing requirements stipulate a minimum of 100 round-lot holders for the SMB List and 1,000 round-lot holders for the Main List. No changes are proposed to the requirement for primary capital certificates of a minimum of 200 holders of at least one round lot.
Companies that are currently listed on the SMB List will continue to be listed on Oslo Børs when the SMB List is abolished. Oslo Børs does not propose any compulsory transfer to Oslo Axess where companies do not satisfy the new and stricter listing requirements for the normal Oslo Børs market.
Companies seeking admission to listing will have to satisfy the new admission requirements when they come into force in May 2007. This means that any company making an application for admission to listing that will be considered by the April 2007 meeting of the Oslo Børs Board of Directors will be evaluated in accordance with the new rules. Applications for admission to listing that are to be considered at this meeting must be submitted no later than 23 March (20 trading days prior to the date of the meeting). In order to submit an application, an introductory report must be sent Oslo Børs no later than 23 February (15 trading days before the application is submitted). Companies will be permitted to include listing on Oslo Axess as an alternative when applying for a listing on the normal Oslo Børs market.
The full text of the consultation document, together with further commentary on specific points, can be seen at: www.oslobors.no/ob/hoeringer.
