The Board of Oslo Børs considered at its meeting on 25 September 2002 whether there were grounds to consolidate CSFB and Riverstone as shareholders in Frontier Drilling ASA (FDR) on the basis of a binding collaboration to act in concert as shareholders. Such a consolidation would mean that the shareholders in question would be required under the terms of the Securities Trading Act to make an offer for the remaining shares in the company. Consolidation is applied when it must be assumed that there is a binding agreement between shareholders to act in concert in the exercise of their rights as shareholders in a company. The Board of Oslo Børs decided, on the basis of the information available and the investigations carried out by Oslo Børs, that there was not a sufficient balance of certainty to assume that the shareholders in question were collaborating in a manner which gave grounds for consolidation.
CSFB and Riverstone first invested in Frontier Drilling in July 2001. Following this they each held 25% of the company´s share capital. Following a share issue approved by a general meeting of FDR on 5 December 2001, CSFB and Riverstone each increased their shareholding to 39.9%.
The Board of Oslo Børs considered whether CSFB and Riverstone should be consolidated as shareholders on the basis of a binding collaboration between them on the grounds of their actions in connection with their investment in the company, the decision to purchase the floating drilling vessel Seillean and their role in connection with the decision of the company´s general meeting on 5 December 2001 to carry out a share issue, as well as the circumstances of the matter in general.
Whilst it could be presumed that the parties did collaborate in respect of the decision to increase the company´s share capital approved by the general meeting held on 5 December 2001, the Board of Oslo Børs was of the view that on balance this collaboration could not be assumed to be a binding collaboration to act in concert in the terms of Section 1-4, No. 5, of the Securities Trading Act. Accordingly the shareholdings of CSFB and Riverstone were not consolidated pursuant to Section 4-5 of the Securities Trading Act in respect of the obligation to make a mandatory offer, cf. Section 4-1 of the Securities Trading Act.
Delphi/Gambak appealed against the decision taken by the Board of Oslo Børs in this matter on 25 September 2002, and the Board of Oslo Børs reviewed and upheld its decision at its meeting on 20 November 2002. The matter was therefore referred to the Oslo Børs Appeals Committee.
The Oslo Børs Appeals Committee resolved on 18 December 2002 to uphold the decision of the Board of Oslo Børs in this matter.
The Oslo Børs Appeals Committee is appointed by the Ministry of Finance and is independent of Oslo Børs.
