ABM rules

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1. Introduction

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2. Conditions for registration

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3. Continuing obligations of borrowers

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4. Registration of debt issuance programs

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Debt issuance programs simplify the procedure and documentation involved in issuance of new bond loans. Once a debt issuance program has been approved and registered with an exchange, the borrower can issue new bond loans, certificate loans or other types of securities in the market by means of a statement of the specific terms and conditions, known as ’Final Terms’. Final Terms do not require approval pursuant to the Prospective Directive, but are subject to approval in connection with the registration of each issue in order to ensure that the registration terms and conditions are satisfied. The rules allow for a debt issuance program to be registered regardless of whether the borrower issues loans under the terms of the program in question.

The rules on the duty of disclosure do not apply from the registration of the debt issuance program itself, but will apply from such time as any application for registration is made in respect of bond loans issued pursuant to the program.

(1) Application may be made to register a debt issuance program on condition that a base prospectus is prepared for the program. The base prospectus must be prepared in accordance with Chapter 7 of the Securities Trading Act and related regulations, or in accordance with the equivalent rules in another EEA state for a prospectus that can be used cross-border in accordance with Section 7-9, first paragraph, of the Securities Trading Act.

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Rules for base prospectuses follows from Section 7-15 of Regulations to the Securities Trading Act.

(2) The application for registration must be authorised by the borrower, and must be signed by the borrower or someone the borrower has authorised to sign on its behalf.

(3) The application shall state whether the program is registered on any other market, or whether any application for such registration has been made, and shall also state whether the application for registration also applies to Oslo Børs. The approved base prospectus or a draft base prospectus shall be appended to the application.

(4) Oslo Børs ASA is responsible for the decision on whether to register the debt issuance program.

(5) The registration will expire when the base prospectus reaches the end of its validity period. If the borrower wishes to apply for the registration to be cancelled prior to such time, the application for cancellation must be authorised and signed in accordance with the second paragraph.

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The base prospectus is valid for a period of 12 months, cf. Section 7-19, first paragraph, of Regulations to the Securities Trading Act.

(6) Admission to registration of a bond loan issued under the terms of a registered debt issuance program shall be subject to sections 2.1 to 2.6, with the exception of section 2.3.4 and section 2.4.1, second paragraph items 1 and 10.

(7) The final terms shall be submitted to Oslo Børs ASA within the deadline set out in section 2.6.

(8) When making an application to register a debt issuance program, cf. first paragraph, the borrower may also apply for admission to registration of all bond loans issued under the terms of the debt issuance program during the validity of the base prospectus and the registration of the program, cf. fifth paragraph. Registration of bond loans in respect of such an application may be approved on condition that there have been no significant changes in the borrower of significance for whether the bonds are suitable for registration, cf. section 2.1, leading up to the issue of the loan in question, and on condition that the general registration requirements, cf. section 2, are satisfied at the time of the issue of the loan in question. In addition to the final terms that must be submitted to Oslo Børs ASA pursuant to paragraph 7, Oslo Børs ASA must receive the following information no later than 15.00 on the working day before the registration of any subsequent loan issued under the terms of the debt issuance program:

  1. Confirmation by the borrower that it wishes to have the bond loan in question registered.
  2. Confirmation that the final terms have been published in accordance with Section 7-19 of the Securities Trading Act.
  3. A copy of the letter of indemnity or equivalent document if such a letter or document has been produced.
  4. The interest rate for the bond loan if the interest rate is not stated in the prospectus or the final terms.
  5. The supplement to the prospectus if such a supplement is required pursuant to Section 7-15 of the Securities Trading Act.
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5. Trade reports

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6. Deregistration

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7. Breaches

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8. Duty of confidentiality and impartiality

(1) The officers and employees of Oslo Børs ASA are responsible for ensuring that no other party can gain access to or knowledge of such matters relating to the business or personal affairs of third parties as they become aware of through their employment or appointment, save to the extent required by the ABM Rules, legislation or legal regulation. Those subject to this duty of confidentiality must not make use of any such information for business purposes or in connection with the purchase or sale of financial instruments.

(2) This duty of confidentiality does not cease upon the termination of an individual’s appointment or employment.

(3) The duty of confidentiality imposed by this section shall not cause any obstacle to information being provided to the supervisory authorities.

(4) Officers and employees of Oslo Børs ASA must not participate in considering or making decisions upon matters which are of particular import to their own interests or to the interests of any close associate where such interests may be assumed to lead to an apparent personal or financial interest in the matter. Moreover, no individual may take part in considering or making decisions upon matters that are of particular financial interest to any company, association or other public or private institution with which the individual is associated.

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9. Fees

Borrowers shall pay fees in accordance with Oslo Børs’ general business terms and conditions.

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10. Entry into force

This version of the ABM Rules comes into force on 1 January 2019.

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Guidance to the provisions is incorporated on 29 January 2018, and updated on 1 January 2019.

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11. Changes

Changes to these rules will normally be binding on borrowers and Oslo Børs ASA no earlier than one month after the changes have been notified and published. Oslo Børs ASA shall consult borrowers and other interested parties before changes are announced save where such consultation is clearly unnecessary or is not practical. The procedure for making changes to these rules may be waived where the changes are the result of legislation, regulation, legal ruling, and administrative decision or in other special cases.

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Material changes to the commentaries will be made in accordance with the procedures for changes set out in this section.