Continuing obligations of companies admitted to trading on Merkur Market

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1. General

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2. General provisions

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3. Continuing duty of disclosure etc.

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The Continuing Obligations include a requirement whereby a company that is admitted to trading on Merkur Market must without delay and on its own initiative publicly disclose inside information that concerns the company directly. Companies must publish such announcements using NewsPoint and consequently make them available to the market via NewsPoint on www.newsweb.no.

Section 5-2 of the Securities Trading Act, which inter alia regulates the ongoing duty of disclosure of stock exchange listed companies, at present does not apply to issuers admitted to trading on an MTF. This provision, however, is deemed fundamental to ensuring that the marketplace functions as intended, including by contributing to investor protection, correct price formation for securities and preventing market abuse. The provision is therefore applied in accordance with the same principles as apply to Oslo Børs and Oslo Axess.

It has similarly been decided that the rules on delayed publication shall also apply to issuers on Merkur Market. The requirement in the Securities Trading Act whereby companies admitted to listing on a regulated marketplace must maintain a list of individuals with access to inside information in the event of delayed publication does not apply to issuers admitted to trading on an MTF, cf. Securities Trading Act, Sections 3-5 and 3-1, first paragraph. Such a provision has, however, been included in the Continuing Obligations for Merkur Market, but the wording has been adapted to the requirements that it is expected will apply to how companies admitted to trading on an SME Growth Market will be required to keep lists in connection with the transposition of Market Abuse Regulation into Norwegian law. The provision states that companies admitted to trading “must be able to submit to Oslo Børs ASA on request a list of everyone given access to inside information”. However, the requirement whereby companies must maintain an up-to-date list for this at all times does not apply, although this is thought to be a practical way of satisfying the requirement whereby companies must be able to “submit” a list in accordance with the formal requirement.

The provisions in the Securities Trading Act on the prohibition on misuse of inside information, the duty of confidentiality and due care in handling inside information, the prohibition of advice, and the prohibition on market manipulation all apply in relation to financial instruments admitted to trading on a Norwegian MTF, cf. Securities Trading Act, Sections 3-3, 3-4, 3-7 and 3-8, cf. Section 3-1, fourth paragraph. Of these provisions, the duty of confidentiality and the duty of due care in handling inside information are of particular relevance to issuers, and these duties are therefore included in section 3.1.3.

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4. Financial reporting

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5. Procedures for publishing information

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6. Duty to notify transactions in the company’s own shares and transactions carried out by primary insiders

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The rules on the duty to notify transactions in the company’s own shares and transactions carried out by primary insiders are based on the rules contained in the Securities Trading Act that apply to companies listed on a regulated market. At the same time, efforts have been made to take into account the regulations that will apply as a result of the Market Abuse Regulation.

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7. Prospectus

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8. The general meeting of the company etc.

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9. Carrying out corporate actions

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10. Continued trading in the event of merger, demerger and other material changes

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11. Execution of trading

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12. Removal from trading and sanctions

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An important objective for Merkur Market is to protect and maintain the integrity of the securities market and investors’ confidence in the market. Issuers and member firms are subject to Merkur Market’s own rules and to the relevant legislation and regulations issued pursuant to legislation. In a situation where a member or an issuer is subject to disciplinary action due to a breach of the market’s Trading Rules or the Continuing Obligations, the case may be subject to investigation by Oslo Børs ASA and the imposition of sanctions.

Investors are similarly subject to the rules of conduct in the Securities Trading Act and related regulations that apply to financial instruments traded on an MTF. The relevant provisions are enforced by Finanstilsynet, but Oslo Børs ASA monitors transactions with a view to identifying breaches of the relevant laws and rules, including the rules on market abuse in Chapter 3 of the Securities Trading Act. In the event that it suspects one of the above-mentioned provisions has been violated, Oslo Børs ASA is required to report the matter to Finanstilsynet.

The regime of sanctions etc. adopted for Merkur Market differs from that which applies to Oslo Børs and Oslo Axess. This includes a separate appeals committee for Merkur Market, cf. section 14.

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13. Administration by Oslo Børs ASA

(1) When deciding whether to remove a company from trading (section 12.1), to suspend a company from trading (section 11.3) or to impose a daily fine (section 12.2) or violation charge (section 12.3), Oslo Børs ASA shall first examine the facts of the matter and obtain all the information needed to determine whether a rule has been breached or whether there is a basis for a suspension.

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The most important aspect of the requirements in the first paragraph, cf. section 12.3, third paragraph, item 1, is that Oslo Børs ASA will carry out such investigations and gather such information as is required in order for it to acquire a sufficiently strong basis for it to reach a decision regarding sanctions, cf. the Merkur Market Appeals Committee ruling of 18 October 2016, Section 3.2.

(2) The documents relating to a matter as mentioned in the first paragraph will as a general rule be made public unless the information is deemed to constitute trade secrets or to be subject to a duty of confidentiality.

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14. Merkur Market Appeals Committee

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The Stock Exchange Appeals Committee only considers cases related to Oslo Børs ASA’s regulated markets and therefore cannot consider cases related to Merkur Market. An independent Appeals Committee has therefore been set up to consider appeals regarding decisions taken by Oslo Børs ASA in relation to daily fines and violation charges

(1) There is a separate Appeals Committee for Merkur Market. The Appeals Committee settles appeals against decisions to impose daily fines pursuant to section 12.2 and to impose violation charges pursuant to section 12.3. Appeals must be submitted no later than two weeks after the decision is made and must be sent to Oslo Børs ASA which will in turn notify the Appeals Committee. Decisions made by the Appeals Committee are in principle public unless the information is deemed to constitute trade secrets or to be subject to a duty of confidentiality.

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It is to be noted that a decision by Oslo Børs ASA to remove a company from trading pursuant to section 12.1 cannot be appealed to the Merkur Market Appeals Committee.

(2) The Appeals Committee can examine all aspects of the decision that is appealed. The Appeals Committee’s authority is, however, limited to upholding decisions or to finding in favour of the appellant.

(3) The Appeals Committee’s decisions are advisory for Oslo Børs ASA.

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The Appeals Committee assumes that exceptional circumstances would be required for Oslo Børs ASA to decide not to accept its rulings, cf. the Merkur Market Appeals Committee ruling of 18 October 2016, Section 3.

(4) Oslo Børs ASA has determined more detailed rules on how the Appeals Committee hears appeals (Mandate and procedures for the Merkur Market Appeals Committee), including on its composition and activities, appointment of members, administration and costs.

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15. Duty of confidentiality and conflicts of interest

(1) The elected 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, legislation, or regulations issued pursuant to legislation. Those subject to this duty of confidentiality must not make use of 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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16. Fees

Companies admitted to trading shall pay fees in accordance with the general business terms and conditions of Oslo Børs ASA, which are available on Oslo Børs ASA’s website.

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A 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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17. Coming into force and transitional rules

This version of the rules comes into force on 1 Januar 2019.

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Guidance to the provisions is incorporated on 1 January 2019.

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18. Changes

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 impractical. 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.