Admission to Trading Rules for Merkur Market

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1. Introduction

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2. Conditions for admission to trading

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3. Procedures for applying for admission to trading

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The procedures for applying for admission to trading on Merkur Market are based on the equivalent procedures for applying for listing on Oslo Børs ASA’s regulated marketplaces, but are significantly simpler. More information on the procedures for applying for admission to Merkur Market is available on the following Oslo Børs ASA webpage: https://www.oslobors.no/ob_eng/Oslo-Boers/Listing/Shares-equity-certificates-and-rights-to-shares/Merkur-Market/Processes-for-admission-to-trading.

The formal process for admission to trading is initiated by the company submitting an application that satisfies all the stated content requirements together with a draft admission document or draft prospectus if such a document is to be used instead of an admission document.

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4. Duty of disclosure from the time the company is admitted to trading

The rules on the duty of disclosure in the Continuing Obligations shall apply to the company from the time it is admitted to trading. The company will at this time at the latest be allocated a ticker code and given access to NewsPoint, Oslo Børs ASA’s electronic portal for issuers. The rules on issuers’ continuing obligations are available on Oslo Børs ASA’s website. 

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5. Processing of applications for admission to trading

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6. Admission document

(1) The company shall in connection with its admission to trading on Merkur Market prepare an admission document with assistance from its Merkur Advisor.

  1. Oslo Børs ASA must receive a well-prepared draft of the admission document and completed checklist when it receives the application so that it can review the admission document. If material matters are outstanding or the admission document does not satisfy the content requirements in some other way, the company must expect that its first day of admission to trading may be postponed.
  2. The admission document shall be controlled by the company’s Merkur Advisor, who shall provide Oslo Børs ASA with confirmation that such a control has been carried out in connection with the submission of the final admission document and completed checklist to Oslo Børs, which must be submitted by 08:00 hours three trading days before the first day of admission to trading.
  3. The admission document must be publicly disclosed through NewsPoint no later than 08:00 hours on the first day of admission to trading.
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Pursuant to the current Prospective Directive, admission to trading on Merkur Market does not in itself trigger an obligation to prepare a prospectus. The company must instead publish an admission document in accordance with specific content requirements. These requirements are based on annex I and III of Commission Directive (EC) No. 809/2004, which sets out the content requirements for share prospectuses. The admission document must be inspected and reviewed by the company's Merkur Advisor.

(2) The admission document shall provide a clear and comprehensive description of the company and the securities for which admission to trading is being sought in which the significant characteristics and risk factors associated with the company and its shares are clearly presented. Sufficient information shall be given about any transactions that are planned for the period prior to admission to trading.

(3) The content requirements for the admission document are available on Oslo Børs ASA’s website. The admission document must also address any significant matters or characteristics associated with the company or its shares that are not covered by these content requirements.

(4) The following clarifying statement shall be included on the front page of the admission document:

“Merkur Market is a multilateral trading facility operated by Oslo Børs ASA. Merkur Market is subject to the rules in the Securities Trading Act and the Securities Trading Regulations that apply to such marketplaces. These rules apply to companies admitted to trading on Merkur Market, as do the marketplace’s own rules, which are less comprehensive than the rules and regulations that apply to companies listed on Oslo Børs and Oslo Axess. Investors should take this into account when making investment decisions.”

(5) An EEA prospectus approved pursuant to Chapter 7 of the Securities Trading Act can be used as an admission document subject to the prior consent of Oslo Børs ASA. This also applies to an EEA prospectus used cross-border pursuant to Section 7-9 of the Securities Trading Act. If a prospectus is still in draft, it shall be sent to Oslo Børs ASA as an appendix to the application for admission to trading. The final version of the EEA prospect must be sent to ma@oslobors.no as soon as it is approved. The company must publish an announcement through NewsPoint detailing where the prospectus is available no later than 08:00 hours on its first day of admission to trading.

(6) If the company is using an EEA prospectus as its admission document, the clarifying statement in the fourth paragraph must be included on the front page of the prospectus. Oslo Børs ASA may grant an exemption from this requirement provided the company publishes an announcement containing the statement, cf. seventh paragraph.

(7) If significant information, cf. second paragraph, is not included in the EEA prospectus, cf. fifth and sixth paragraphs, such information must be published through NewsPoint no later than 08:00 hours on the first day of admission to trading.

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Significant information can, for example, relate to published accounts, information about capital-raising transactions or other material circumstances that have arisen since the prospect was approved.  

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7. Admission to trading

(1) The company’s shares may be admitted to trading when any conditions that may have been imposed in relation to admission to trading have been satisfied. The Listing Committee will normally state the latest date for the start of trading in its approval.

(2) In addition to the information required for the application for admission to trading, the following documentation must be received by Oslo Børs ASA no later than 14:00 hours on the trading day immediately prior to the first day of admission to trading:

  1. Current Certificate of Registration issued by the Norwegian Register of Business Enterprises. Alternatively, a document equivalent to such a certificate of registration, or a finalised legal opinion from an external attorney addressed to Oslo Børs ASA which confirms that the shares are validly and legally issued, fully paid up and properly registered with the relevant register or equivalent body.
  2. The International Securities Identification Number (ISIN) to be used for the shares by the Central Securities Depository mentioned in section 2.4.7.
  3. Information on the expected market value of the company's shares.
  4. A published admission document that has been inspected by the Merkur Advisor or a confirmation that the inspected admission document will be published by 08:00 hours on the first day of admission to trading, cf. section 6, first paragraph.
  5. If the company has been granted an exemption from the requirement to publish an admission document, Oslo Børs ASA shall receive confirmation that an EEA prospectus has been approved, or a copy of the notification pursuant to the Securities Trading Act, Section 7-9, first paragraph. Furthermore, Oslo Børs ASA shall receive confirmation from the company that a prospectus has or will be published in accordance with Section 7-19 of the Securities Trading Act, cf. section 6.
  6. The Merkur Advisor shall confirm to Oslo Børs ASA that all the terms and conditions for admission to trading have been satisfied. Evidence that the requirements for the distribution of shareholdings have been achieved must be documented by submitting the allotment list or a printout from the Central Securities Depository. The allotment list must demonstrate that the distribution requirements have been satisfied, and must be accompanied by a confirmation that the allotment has been carried out through the settlement system no later than the trading day before the first day of admission to trading.

(3) Oslo Børs ASA may grant exemptions from the deadline in the second paragraph for specific items of documentation in special circumstances.

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8. Admission to trading of rights to shares

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9. Temporary admission to trading of shares

(1) Oslo Børs ASA may resolve to temporarily admit to trading on Merkur Market shares belonging to a class of shares already listed on Oslo Børs or Oslo Axess.

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The rationale for permitting the temporary admission to trading of shares is that issuers can sometimes find it useful to have their shares admitted to trading on a marketplace other than Oslo Børs and Oslo Axess, for example in anticipation of corporate legal matters falling into place. Temporary admission can be a relatively quick process and is based on a case-by-case evaluation, without any extensive documentation requirements or a Merkur Advisor being appointed.

(2) Following submission of a simplified application by the issuing company, shares as mentioned in the first paragraph may be temporarily admitted to trading if the shares are deemed to be of public interest and are likely to be subject to regular trading.

(3) Oslo Børs ASA will determine more detailed requirements for the content of the application mentioned in the second paragraph and the procedure for submission. In evaluating the application, Oslo Børs ASA will attach importance to whether the shares are suitable for admission to trading. Section 5 of the Admission to Trading Rules shall apply similarly. Oslo Børs ASA may, on the basis of a case-by case evaluation, grant exemptions from the following provisions:

  1. Section 1.1, fifth paragraph, on Merkur Advisors.
  2. Section 2, on the conditions for admission to trading, but not section 2.4.7, which stipulates that the shares must be registered with a Central Securities Depository.
  3. Section 3, on the procedures for applying for admission to trading.
  4. Section 6, on producing an admission document.

(4) The simplified application mentioned in the second paragraph must be sent to notering@oslobors.no at the latest three trading days before the shares are to be admitted to trading. If the circumstance gives rise to a documentation requirement in the form of a prospectus or equivalent document, Oslo Børs ASA must receive this at the latest at the time the application is submitted, cf. Section 7 of the Continuing Obligations.

(5) Oslo Børs ASA must receive the information mentioned in section 7 of the Admission to Trading Rules insofar as the rules apply at the latest by 14:00 hours on the trading day before admission to trading.

(6) The company is subject to a duty of disclosure in accordance with the Continuing Obligations from the time of admission to trading, cf. section 4.

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10. Admission to trading of a new class of shares

(1) Oslo Børs ASA may resolve to admit to trading on Merkur Market for a limited period shares that belong to a new class of shares issued by a company that has other classes of shares listed on Oslo Børs or Oslo Axess.

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The rationale for section 10 is that circumstances can arise at issuers that make it necessary to issue a different class of shares from that which is listed on Oslo Børs or Oslo Axess. This can be the case for example in connection with restructurings or the conversion of bonds, with both the issuer and shareholders wanting the newly issued shares to be tradable. The admission to trading of a new class of shares is intended to be a relatively quick process, and is based on a case-by-case evaluation, without any extensive documentation requirements or a Merkur Advisor being appointed.

(2) Following receipt of a simplified application from the issuing company, shares as mentioned in the first paragraph may be admitted to trading if the shares are deemed to be of public interest and are likely to be subject to regular trading.

(3) Oslo Børs ASA will determine more detailed requirements for the content of the application mentioned in the second paragraph and the procedure for submission. In evaluating the application, Oslo Børs ASA will attach importance to whether the shares are suitable for admission to trading. Section 5 of the Admission to Trading Rules shall apply similarly. Oslo Børs ASA may, on the basis of a case-by-case evaluation, grant exemptions from the following provisions.

  1. Section 1.1, fifth paragraph, on Merkur Advisors.
  2. Section 2, on the conditions for admission to trading but not section 2.4 on the shares, and section 2.4.7 which stipulates that the shares must be registered with a Central Securities Depository. Oslo Børs ASA may grant an exemption in special circumstances.
  3. Section 3, on the procedures for applying for admission to trading
  4. A simplified admission document shall be produced, cf. section 6, which shall describe the shares that are to be admitted to trading. Oslo Børs ASA will determine more detailed requirements for the content of the admission document and the procedure for submission.

(4) The simplified application mentioned in the second paragraph must be sent to notering@oslobors.no at the latest six trading days before the shares are to be admitted to trading. If the circumstance gives rise to a documentation requirement in the form of a prospectus or equivalent document, Oslo Børs ASA must receive this at the latest at the time the application is submitted, cf. Section 7 of the Continuing Obligations.

(5) Oslo Børs ASA must receive the information mentioned in section 7 of the Admission to Trading Rules insofar as the rules apply at the latest by 14:00 hrs on the trading day before admission to trading.

(6) The company is subject to a duty of disclosure in accordance with the Continuing Obligations from the time of admission to trading, cf. section 4.

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11. Merkur Advisor

(1) Investment firms that qualify to undertake an assignment as a Merkur Advisor include all investment firms that are members of Oslo Børs and/or Merkur Market that are authorised to provide corporate finance services, cf. the Securities Trading Act, Section 2-1, first paragraph, item 6 and 7 and Section 2-6, first paragraph, item 3. Such an investment firm becomes approved by signing an addition to its existing membership agreement.

(2) Other investment firms that are not members of Oslo Børs ASA or of Merkur Market but that are authorised to provide corporate finance services as mentioned in the first paragraph can also apply to Oslo Børs ASA to be approved as Merkur Advisors. In evaluating such applications, Oslo Børs ASA will carry out a comprehensive assessment of the applicant’s suitability. This shall include, inter alia, the other authorisations held by the investment firm, the experience it and its employees have of the securities market, the relevant expertise of its employees, and any previous breaches of stock exchange or securities legislation.

  1. The application form is available on Oslo Børs ASA’s website. Applications will be processed within four weeks of receipt, unless significant matters require further clarification.
  2. Persons acting as advisors at a Merkur Advisor that is not a member of Oslo Børs ASA or of Merkur Market shall attend a relevant training course at Oslo Børs ASA. Exemptions may be granted if an advisor can provide evidence of sufficient experience and expertise.
  3. Foreign investment firms that are not authorised to provide corporate finance services in Norway may also apply to be approved as Merkur Advisors. In assessing such applications Oslo Børs ASA will consider, inter alia, the stock exchange and securities legislation that applies in the applicant’s home state and other matters mentioned in the second paragraph.

(3) Regardless of whether an investment firm that is applying to be approved as a Merkur Advisor satisfies all the conditions, Oslo Børs ASA reserves the right to refuse an application if it considers that an applicant is not suitable at the time of its application and that approving the applicant could lead to an increased risk of the level of general confidence in the stock market, the securities market or Oslo Børs ASA being weakened. There must be grounds for such a refusal.

(4) It is a requirement that the Merkur Advisor, its employees and any other companies that are part of the same group as the Merkur Advisor must be independent of the company to which it provides assistance in connection with admission to trading on Merkur Market:

  1. The Merkur Advisor cannot own in aggregate 10% or more of the shares or voting rights in a company that it is assisting. Oslo Børs ASA shall be notified of any ownership interest and specific information shall be provided on this in the application for admission and in the admission document.
  2. No employee of the Merkur Advisor is permitted to hold a senior position or a board position at the company that the Merkur Advisor is assisting in connection with admission to trading.
  3. An owner that directly or indirectly owns 10% or more of a Merkur Advisor cannot hold a senior position or a board position at the company that the Merkur Advisor is assisting in connection with admission to trading.
  4. In special circumstances Oslo Børs ASA can grant exemptions from the independence requirements set out in items 1, 2 and 3 where the relationship is of such a nature that it cannot be deemed to weaken the suitability of the company for admission to trading. This applies, inter alia, in situations where a Merkur Advisor is providing underwriting services in connection with capital increases. Any such exemptions from the independence requirement shall be reported in the admission application and in the admission document.

(5) Oslo Børs ASA shall be notified as quickly as possible of any special changes at the Merkur Advisor’s organisation that may create grounds for conflicts of interest with the company that has hired its services or that may influence the Merkur Advisor’s independence or ability to meet its obligations pursuant to the Admission to Trading Rules, such as, inter alia, notification of loss of authorisation and decisions on mergers or liquidation.

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Investment firms that are members of Oslo Børs and/or of Merkur Market, and that are authorised to provide corporate finance services pursuant to the Securities Trading Act, Section 2-1, first paragraph, item 6 and 7 and section 2-6 first paragraph, item 3, are eligible for approval as Merkur Advisors. Members of Merkur Market can become approved by signing an addition to their existing membership agreement.

Investment firms that are not members of Oslo Børs and Merkur Market but that are authorised to provide corporate finance services are also able to apply to Oslo Børs ASA to be approved as Merkur Advisors. In evaluating such applications Oslo Børs ASA will carry out a comprehensive assessment of the applicant’s suitability, which will include, inter alia, the other authorisations held by the investment firm, the experience it and its employees have of the securities market, the relevant expertise of its employees, and any previous breaches of stock exchange or securities legislation. Foreign investment firms that are not authorised to provide corporate finance services in Norway are also able to apply for approval as Merkur Advisors.

Oslo Børs ASA has produced an application form, which is available on its website. Oslo Børs ASA reserves the right to refuse an application if it considers that approving the applicant, either at the time of its application or subsequently for other reasons, could lead to an increased risk of the level of general confidence in the stock market, the securities market or Oslo Børs ASA being weakened.

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12. Duty of confidentiality and impartiality

(1) The officers, employees and auditor 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 these rules, or by law or official regulation. Those persons 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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13. Fees payable

A company that applies for admission to trading shall pay fees in accordance with the general terms and conditions of business of Oslo Børs ASA, which are available on Oslo Børs ASA's website. 

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A complete schedule of the fees applicable to members and issuers on Merkur Market is available at https://www.oslobors.no/ob_eng/Oslo-Boers/Listing/Shares-equity-certificates-and-rights-to-shares/Oslo-Boers-fees.

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14. Entry into force

This version of the rules enters into force on 1 January 2019.

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 Guidance to the provisions is incorporated on 1 January 2019.

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15. Changes to the rules

Changes to these rules will normally be binding on companies and Oslo Børs ASA no earlier than one month after the changes have been notified and published. Oslo Børs ASA shall consult companies 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, judgement, 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.