Bond Rules

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1. Introduction

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2. Conditions for admission to listing

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3. Continuing obligations

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4. Foreign borrowers, Norwegian borrowers for which Norway is the host state and Norwegian borrowers with bonds that have a secondary listing or are subject to an application for admission to secondary listing

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5. Registration of debt issuance programs etc.

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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, commercial paper 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 listing of each issue in order to ensure that the listing 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 admission to listing 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. Section 2.9, first paragraph, shall apply similarly.

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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 Nordic ABM. The approved base prospectus shall be appended to the application.

(4) Oslo Børs 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 listing of a bond loan issued under the terms of a registered debt issuance program shall be subject to sections 2.1 to 2.8, with the exception of section 2.7.1, first paragraph and fourth paragraph items 1, 4 and 12.

(7) The final terms shall be submitted to Oslo Børs within the deadline set out in section 2.8.

(8) In the case of foreign borrowers and borrowers for which Norway is the host state, the sixth paragraph shall apply with the modifications that result from section 4.

(9) When making an application to register a debt issuance program, cf. first paragraph, the borrower may also apply for admission to listing 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. Admission to listing 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 listing, cf. section 2.1, leading up to the issue of the loan in question, and on condition that the general listing 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 pursuant to paragraph 7, Oslo Børs must receive the following information no later than 15.00 on the day before the listing 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 admitted to listing.
  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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6. Price quotation

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7. Transfer of bond loans to Nordic ABM

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8. Delisting and sanctions

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9. Administration by Oslo Børs

Chapters III, IV, V, VI and VIII of the Public Administration Act, with the exception of Section 13, shall apply to decisions made by Oslo Børs in respect of deleting a bond loan from listing (section 8.1, section 8.2), suspension (section 6.3), or imposing a daily fine (section 8.3) or violation charge (section 8.4), or rulings made pursuant to the Securities Trading Act Chapters 6 and 7 and Section 17-4 third paragraph.

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The provision follows from Section 12-10 of the Securities Trading Act.

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10. Stock Exchange Appeals Committee

Decisions made by Oslo Børs as mentioned in section 8 can be appealed to the Stock Exchange Appeals Committee in accordance with the rules set out in Chapter 12 of the Securities Trading Regulations. 

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The provision follows from Section 12-3, first paragraph, of the Securities Trading Regulations. 

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11. Duty of confidentiality and impartiality

(1) The officers, employees and auditor of Oslo Børs 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 Securities Trading Act or any other law. 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. The provisions set out in Sections 13a to 13e of the Public Administration Act shall also apply.

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The provision follows from Section 11-13, first paragraph, of the Securites Trading Act.

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

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The provision is equivalent to Section 11-13, second paragraph, of the Securities Trading Act.

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

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The provision is equivalent to Section 11-13, third paragraph, of the Securities Trading Act.

(4) Officers and employees of Oslo Børs 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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The provision is equivalent to Section 11-14, first paragraph, of the Securities Trading Act.

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12. Fees

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

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13. Entry into force

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

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

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14. Changes

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