Changes to the Continuing obligations in relation to the duty to publish a detailed announcement and the duty to publish an information document

New versions of The Continuing obligations of stock exchange listed companies and The Continuing obligations of companies admitted to trading on Merkur Market have been adopted by Oslo Børs. The revised rules will enter into force with effect from 20 January 2020.

New versions of the following rule documents have been adopted by Oslo Børs:

  1. The Continuing obligations of stock exchange listed companies (Oslo Børs and Oslo Axess)
  2. The Continuing obligations of companies admitted to trading on Merkur Market

On 18 November 2019 Oslo Børs sent out a consultation document containing proposed changes to these two rule documents. The consultation document related to a proposal to remove the duty to publish a detailed announcement (termed a “detailed stock exchange announcement” in the Continuing obligations of stock exchange listed companies) and the duty to publish an information document.

Since 2007 the Continuing obligations for companies listed on Oslo Børs and Oslo Axess has contained requirements that impose a duty to publish a detailed announcement and a duty to publish an information document in the event of material transactions that exceed certain thresholds. The Continuing obligations of companies admitted to trading on Merkur Market also contains requirements that impose a duty to publish a detailed announcement, but companies admitted to Merkur Market are not subject to a duty to publish an information document. The purpose of these requirements has been to satisfy the need for information that arises in the event of material changes to companies. The duty to publish a detailed announcement and the duty to publish an information document are additional to the general continuing duty of disclosure to which companies are subject.

The duty to publish a detailed announcement and the duty to publish an information document are not the result of provisions in the EU regulatory framework or Norwegian securities legislation, but are Oslo Børs’ own rules. The background to their introduction in 2007 was a change to the prospectus rules (prospectuses previously had to be produced for transactions such as mergers, demergers and reverse acquisitions). The UK’s Financial Services Authority also had comparable requirements in its rules.

Oslo Børs has now decided to remove the duty to publish a detailed announcement and the duty to publish an information document. If Oslo Børs is to maintain requirements that go beyond the requirements of common EU rules, the requirements in question should be based on a cost/benefit analysis and an identified need. Oslo Børs does not think that there are sufficient grounds to maintain the duty to publish a detailed announcement and the duty to publish an information document, and it is of the view that a greater degree of harmonisation in relation to other exchanges’ requirements in this area is appropriate. The changes approved to the two above rule documents correspond with the proposals sent out for consultation. For an overview of the rules relating to detailed announcements and information documents and a more detailed explanation of the practical significance of the rules, please see Oslo Børs’ consultation document of 18 November 2019.

As a result of the removal of the duty to publish an information document, Oslo Børs has additionally approved the inclusion of a requirement such that where a company that is listed on Oslo Børs or Oslo Axess carries out a transaction that means that the company materially changes its character and as a result seems to be a different company, additional information will have to be made available to the market if the transaction itself does not trigger the duty to prepare an EEA prospectus or an ‘equivalent document’ pursuant to the prospectus rules. This information will have to be published as soon as it has been produced and within a reasonable amount of time. In cases of doubt, Oslo Børs will determine whether such additional information has to be made available.

The revised rules will enter into force with effect from 20 January 2020.

Oslo Børs received responses to the consultation exercise from the Norwegian Bar Association and the Ministry of Justice and Public Security.

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