Oslo Stock Exchange: Changes To The Standard Agreement For Secondary Listing

The Oslo Stock Exchange has decided to make changes to the standard secondary listing agreement for companies which maintain a primary listing on a foreign stock exchange. It has come to the attention of the Oslo Stock Exchange that it very often proves difficult for a company which maintains one or more secondary listings in addition to its primary listing to operate with two or more separate sets of regulations. While companies with a secondary listing on the Oslo Stock Exchange are subject to certain specific requirements in this respect, it is as a rule the case that such companies are subject to regulation by the stock exchange on which they maintain their primary listing which offers investor protection equivalent to that provided by the Oslo Stock Exchange regulations. The changes made to the standard agreement are intended to simplify the arrangements for companies with a secondary listing on the Oslo Stock Exchange in order that, wherever possible, they are only required to adhere to the obligations imposed by the regulatory framework of the stock exchange on which they maintain their primary listing.

Prior to this change there was little difference between the standard agreements for secondary and primary listing. The Oslo Stock Exchange took the view that companies with a secondary listing should be subject to the same obligations as other listed companies. It was accordingly the case that companies with a secondary listing on the Oslo Stock Exchange were not granted any material exemptions from the Stock Exchange Regulations. Section 23-7 of the Stock Exchange Regulations does permit the Oslo Stock Exchange to grant exemptions from the Stock Exchange Regulations, but the Oslo Stock Exchange has no authority to grant exemptions from any other legislation or regulation.

Against this background the Oslo Stock Exchange has prepared a new standard secondary listing agreement which takes into account that a company maintains its primary listing on some other stock exchange and is accordingly already subject to rights and obligations which provide satisfactory investor protection. The Oslo Stock Exchange is required to ensure that all listed companies comply with the obligations imposed by EEA directives, namely the directive on the admission of securities to stock exchange listing (79/279/EEC) and the directive on listing particulars for the admission of securities to stock exchange listing (80/390/EEC). This has meant that it has only been possible to exclude those provisions of the Stock Exchange Regulations which are not subject to these directives in preparing the new standard secondary listing agreement.

The listing agreement for foreign companies which maintain a primary listing on the Oslo Stock Exchange will not be subject to any changes. These companies will, as a general rule, be subject to the Stock Exchange Regulations in their full form in the same way as Norwegian listed companies.

The new standard secondary listing agreement is structured to provide a number of exemptions from the Stock Exchange Regulations and to specifically indicate the regulations which do apply. This specification is principally intended to ensure that companies with a secondary listing will be required to adhere to those elements of the regulations which are subject to the EEA directives. In other respects companies will be required to adhere to the legislation and regulations applicable to the stock exchange on which the company maintains its primary listing. This does mean that companies with a secondary listing on the Oslo Stock Exchange may be subject to a regulatory framework which differs in some respects from that applicable to companies which maintain their primary listing on the Oslo Stock Exchange. However the Oslo Stock Exchange regulations will apply in the normal manner in respect of the requirements for the provision of information by a company to the market.

In order to ensure that the market is aware of which companies are subject to a secondary listing and accordingly subject to obligations which may differ in some respects to those applicable to primary listed companies, the official stock exchange lists will in future specifically identify such companies. This will be introduced with effect from December 2000.

The standard secondary listing agreement will be made available on the Oslo Stock Exchange web site at www.ose.no. The following companies maintained a secondary listing on the Oslo Stock Exchange as of 1 July 2000: Axis-Shield plc, Crew Development Corporation, Nordic American Tanker Shipping Ltd. Nycomed Amersham plc, Royal Caribbean Cruises Ltd, Stolt-Nielsen S.A, Stolt Offshore S.A, Scandinavia Online AB, InFocus Corporation, Frontline Ltd.