December Admission to trading on Merkur Market Practical information on the process of admission to trading

Transcription

1 December 2015 Admission to trading on Merkur Market Practical information on the process of admission to trading

2 Contents INFORMATION TO BE SENT TO THE MARKETPLACE TIMETABLE DUTY OF DISCLOSURE Public disclosure (mandatory duty to publish information) Broader distribution of information (optional) INFORMATION REQUIRED BEFORE MAKING THE APPLICATION Management companies SEVEN BUSINESS DAYS BEFORE THE SHARES ARE ADMITTED TO TRADING The Oslo Børs NewsPoint service and the register of primary insiders Third-party distributor letter of authority for publication of information Key information The company's ticker code (trading symbol) Logo and company presentation text ANNOUNCEMENTS ABOUT ADMISSION TO TRADING THREE BUSINESS DAYS BEFORE THE FIRST DAY OF ADMISSION TO TRADING Name cards BY 14:00 ON THE BUSINESS DAY BEFORE THE FIRST DAY OF ADMISSION TO TRADING Technical information Visible logo-poster for the opening ceremony balcony MARKING THE FIRST DAY OF TRADING Welcome meeting Opening ceremony Company presentations by companies that are newly admitted to trading INFORMATION THAT MUST BE PROVIDED BEFORE THE END OF THE FIRST DAY OF TRADING Registration of company information in NewsPoint Registration of the company's primary insiders OTHER INFORMATION Financial calendar SUMMARY OF THE INFORMATION TO BE SENT TO THE MARKETPLACE APPENDICES

3 Information to be sent to the marketplace timetable Reference is made to the application received from the company for admission to trading on Merkur Market. As part of the application process, the company must provide information about the company and details of the company's contact persons. In addition to the information to be sent by the company to the marketplace in the form of the application and other correspondence that provides the basis for evaluating whether the company is suitable for admission to trading on Merkur Market, the marketplace also requires various other items of information. This relates both to information of a technical nature needed to prepare the systems at Oslo Børs for the company's possible admission to trading, and to marketing information for the presentation to the press and public that will be arranged in connection with the first day of trading. This document details the additional information that the company must send to the marketplace and the deadlines for submission. The document also provides some guidance in respect of the process for admission to trading. A short summary of the various items of information that must be sent to Oslo Børs is provided at the end of the document, along with the deadlines for submission. If the company will not be able to meet one or more of the deadlines set out below, please contact the officer at Oslo Børs responsible for your application (the Case ) in order to discuss the possibility of adjusting the timetable. Any questions regarding the contents of this document can also be addressed to your Case at Oslo Børs. 1 DUTY OF DISCLOSURE 1.1 Public disclosure (mandatory duty to publish information) Companies admitted to trading on Merkur Market have a mandatory duty to publish all information that must be made public pursuant to the Merkur Market Rules through the Oslo Børs news service ("NewsPoint") so that the information is available to all on The company will become subject to the duty of disclosure/the duty to publish information from the time the company is first admitted to trading. The company may also use NewsPoint to publish press releases and other information that is not subject to the duty of disclosure, but when publishing such information it must be made clear that the information is not subject to the duty of disclosure. The company will normally be given access to Oslo Børs NewsPoint starting on the day before the first day of admission to trading. See section 3.1 for further information on NewsPoint. 1.2 Broader distribution of information (optional) If the company wishes to arrange for broader distribution of information than through the mandatory publication using it may enter into a separate agreement with Oslo Børs for distribution of this information through the Oslo Børs news feed service ("Oslo Børs Distribution Network"). For further information on this service, please contact the Market Data Department of Oslo Børs by to: sales@oslobors.no If the company does elect to use the Oslo Børs Distribution Network, this will automatically satisfy the mandatory requirement for the publication on of information that is subject to the duty of disclosure as stipulated in section 1.1. Accordingly, the company will not be required to send additional copies of its announcements to different systems. The following link provides further information on the publication of information through the Oslo Børs Distribution Network: Network 3

4 The company will also have the option of arranging for broader distribution of information by using a thirdparty distributor in a similar way to the Oslo Børs Distribution Network. If the company does decide to use a third-party distributor, it will have to give the third party formal authority to act on behalf of the company. 2 INFORMATION REQUIRED BEFORE MAKING THE APPLICATION 2.1 Management companies If any third party is to carry out management duties for the company (management company), such company shall be obliged to comply with the provisions to which the company applying for admission to trading would be subject were it to have carried out these functions itself. The company applying for admission to trading shall guarantee that any breach of the Continuing Obligations for companies admitted to trading on Merkur Market that is caused by the party that carries out the operations or activities shall be dealt with as if the breach was caused by the company itself. No later than at the time the application for admission to trading is submitted, the management company and the company applying for admission to trading must enter into a standard agreement with Oslo Børs setting out the responsibilities and duties of the company to be admitted to trading and the management company vis-à-vis the marketplace. A link is provided below to the standard agreement that must be completed and sent to the Case, with a copy to the Market Administration department by to MA@oslobors.no. The management company agreement with Oslo Børs takes the form of a statement of acceptance, and the standard wording is available on the Oslo Børs website at: Market 3 SEVEN BUSINESS DAYS BEFORE THE SHARES ARE ADMITTED TO TRADING 3.1 The Oslo Børs NewsPoint service and the register of primary insiders The user interface for the Oslo Børs NewsPoint service can be used for the following functions: Publishing information Registering information about the company and any changes in this information, see section 8.1 Registering the list of the company's primary insiders, see section 8.2 Registering the company's financial calendar, see section 9.1 For practical reasons, the company will normally be given access to the system on the day before its shares are admitted to trading. In order to be given access to Oslo Børs NewsPoint and/or the register primary insiders, the company must contact the Market Administration department no later than seven business days before its shares are admitted to trading by to MA@oslobors.no. However, if the company wishes to be admitted to trading on the business day immediately after the company's application for admission to trading has been considered by the Admissions Committee, this means that the company will only be given access to the NewsPoint system on the same day as admission to trading takes place. This will require additional coordination since the company will be subject to requirements such as the duty to publish its Admission Document prior to 08:00 hours on the first day of trading, cf. Merkur Market Admission to Trading Rules, Section 7 (1). It is possible for the company to be given earlier access to NewsPoint by separate agreement with Oslo Børs. This may be a relevant option for a company that wishes to publish information for a period prior to admission to trading and accordingly before it is subject to the duty of disclosure. The earliest point at which access can be given in this way will be the time at which the Admissions Committee has approved the company's 4

5 application for admission to trading and Oslo Børs has published the announcement of this as mentioned in section Third-party distributor letter of authority for publication of information If the company wishes to use a distributor other than Oslo Børs Distribution Network for achieving greater coverage, the company must give the distributor in question a third-party letter of authority so that it can act on behalf of the company. The wording of the letter of authority can be downloaded from NewsPoint by accessing the 'Help' function after logging in, and the completed letter of authority must be sent to MA@oslobors.no no later than seven business days before admission to trading. 3.3 Key information Appendix 1 provides a standard format for the key information needed about the company. This information must be sent to Oslo Børs no later than seven business days before the company's shares are admitted to trading on Merkur Market. The company should therefore complete and send a copy of Appendix 1 to the Market Administration department by to MA@oslobors.no prior to this deadline, with a copy to the Case. 3.4 The company's ticker code (trading symbol) The company's ticker code should reflect the company s name, and the first letter of the code must be the same as the first letter of the company name. The ticker code can only include letters, and must be between three and six characters. The ticker code for all financial instruments admitted to trading on Merkur Market will have '-ME' as the final three characters. These characters will be additional to the specified length of three to six characters mentioned above. By way of illustration, suitable ticker codes for 'Selskap AS' might be 'SEL-ME' or 'SELSKP-ME'. The company must send its proposal for a ticker code to the Market Administration Department by to MA@oslobors.no, with a copy to the Case at Oslo Børs, no later than seven business days before its shares are admitted to trading on Merkur Market. Oslo Børs will decide on the company's ticker code in collaboration with the company no later than five business days before the company's shares are admitted to trading. 3.5 Logo and company presentation text The company will appear on the Oslo Børs website with its logo and a short presentation text, starting on the first day of trading. The presentation text will also be included in a press release that Oslo Børs will issue in connection with the company's admission to trading. The company is asked to provide this description using the following format: Please provide a brief description of the company (maximum 500 characters) in both Norwegian and English: Norwegian: English: The company's logo will be visible on a large screen on the first day of trading. To achieve this, Oslo Børs needs a vector-based logo file in.eps format. The logo and company presentation text must be sent to the Market Administration department by to MA@oslobors.no and newlisting@oslobors.no with a copy to the Case, no later than seven business days before the company is admitted to trading. 5

6 4 ANNOUNCEMENTS ABOUT ADMISSION TO TRADING Oslo Børs will issue an announcement that it has received an application from the company for admission to trading which will include the expected date of the first day of trading. This announcement will be published on the day before the company is given access to NewsPoint, cf. section 3.1. If the company subsequently withdraws the application, Oslo Børs will issue an announcement that the application has been withdrawn unless the company publishes its own announcement to this effect. 5 THREE BUSINESS DAYS BEFORE THE FIRST DAY OF ADMISSION TO TRADING 5.1 Name cards Oslo Børs will invite representatives from the company and its advisers to an opening ceremony at Oslo Børs on the first day of trading. As a small souvenir of the first day of trading, the marketplace produces name cards with the company s name and the name of each of the delegates. In order to produce the name cards in time for the first day of trading, Oslo Børs needs the full names of the people attending from the company and its advisers. If the company would like to arrange these souvenirs of the day, this information must be sent by e- mail to the Case, with a copy to newlisting@oslobors.no, no later than three business days before the first day of trading. 6 BY 14:00 ON THE BUSINESS DAY BEFORE THE FIRST DAY OF ADMISSION TO TRADING 6.1 Technical information The company must send certain technical information to the marketplace no later than 14:00 on the business day before the first day of admission to trading. This information is used for various purposes, including the technical preparation of the systems at Oslo Børs and as the basis for information about the company. Appendix 2 provides a format for submitting the technical information. This appendix must be sent to the Market Administration department by to MA@oslobors.no no later than 14:00 on the business day before the first day of admission to trading, with a copy to the Case. In addition, other documentation that must be received by the marketplace prior to the same deadline is detailed in Chapter 6 of the Merkur Market Admission to Trading Rules. 6.2 Visible logo-poster for the opening ceremony balcony Companies have the opportunity to display their own logo-poster on the opening ceremony balcony. The company s logo-poster will then be displayed on the left of the Merkur Market poster as seen from below. The conditions for such display are: The company must produce and deliver the poster to Oslo Børs The poster must be made of either thin cardboard or kapa board The poster must have these exact measurements: 111 cm wide x 95.5 cm high The motif shall preferably be the company s logo. If another motif is required, this must be raised with and approved by Corporate Communications at Oslo Børs The poster will be fastened by glued-on magnets. The upper corners on the back of the poster will therefore be somewhat damaged when the magnets are removed The logo-poster must be delivered to Oslo Børs before 14:00 on the day prior to first day of trading. Appendix 3 provides an example of a logo-poster. 6

7 7 MARKING THE FIRST DAY OF TRADING 7.1 Welcome meeting The marketplace invites new companies to mark the first day of trading with a breakfast welcome meeting at the exchange. The meeting is normally held prior to the start of trading, and is attended by representatives from the management and administration of Oslo Børs. Suggested time of arrival is approximately 08: Opening ceremony It is traditional for representatives of the management or board of the newly admitted company to ring the bell to start trading when the market opens at 09:00. Our Corporate Communications department invites the press to attend the ceremony. The opening ceremony forms the conclusion of the welcome meeting. It is also possible for the opening ceremony to be held later in the day, and this can be arranged with the Case. 7.3 Company presentations by companies that are newly admitted to trading Oslo Børs encourages new companies to hold a short presentation for the press and possibly other parties at the Oslo Børs building immediately after the start of trading on the first day of trading. This is an excellent opportunity to provide information about the company, and is similarly a good opportunity for journalists to gather the information they need about the company s activities. Holding such a presentation also gives the company a good opportunity to establish contacts with journalists that will improve the opportunities for future press coverage. The presentation should be relatively short (15-20 minutes), with time made available both for open questions and one-on-one interviews with the journalists present. The format of the presentation should be PowerPoint or pdf. The company presentation must to be sent to newlisting@oslobors.no with a copy to the Case no later than 14:00 on the day before the first day of trading. If the company intends to hand out copies of the presentation to journalists and others who attend the meeting, it must print these copies itself. The company and its adviser(s) for the admission to trading are encouraged to advertise and promote the presentation in advance. 8 INFORMATION THAT MUST BE PROVIDED BEFORE THE END OF THE FIRST DAY OF TRADING 8.1 Registration of company information in NewsPoint The company must update and check the information about the company required by Oslo Børs by using the function Company Information in the Oslo Børs NewsPoint electronic portal ( NewsPoint ). Logon is the same as when using NewsPoint for publication and maintaining the list of primary insiders as mentioned in sections 1.1 and 3.1. After logging into NewsPoint, the system provides accompanying help texts for each item to be completed about the company. The requirement to register and maintain company information is set out in Section 2.5 (3) of Continuing Obligations. We ask the company to register its company information before the close of business on the first day of admission to trading. For information on access to Oslo Børs NewsPoint and user guidelines, please see section Registration of the company's primary insiders The company must register its primary insiders using the Oslo Børs insider register system no later than by the end of the first day of admission to trading. Close associates of primary insiders who hold shares in the company must be registered in the same way. The company must ensure that the information registered about primary insiders and close associates is kept up-to-date, and that any changes are registered without undue delay. The company must use Oslo Børs NewsPoint to register its primary insider information. For information and access to the system and the guidelines for registering primary insiders, please see section

8 9 OTHER INFORMATION 9.1 Financial calendar As stipulated in Section 4.7 of Continuing Obligations, the company must, no later than by the close of the year, publish the planned dates for the publication of its annual report, half yearly interim report and any quarterly interim reports for the following calendar year. When the company is first admitted to trading it should publish its financial calendar for the remainder of the current calendar year before the first day of trading in order to satisfy this requirement. Oslo Børs recommends that companies should use the "Financial Calendar" function in the Oslo Børs NewsPoint since this will ensure that their financial calendar information is included in the centralised lists of financial calendar dates, and will also mean that the financial calendar announcement is distributed through the Oslo Børs Distribution Network (regardless of whether the company in question has entered into an agreement for the service, cf. section 1.2). 8

9 10 SUMMARY OF THE INFORMATION TO BE SENT TO THE MARKETPLACE MA = Market Administration, MA@oslobors.no KO = Corporate Communications, kommunikasjonsavdelingen@oslobors.no NL = New admissions department, newlisting@oslobors.no Information to be provided before the first day of trading: Section Description Deadline Send to: Appendix 2.1 Management companies No later than at the time the application for Case + copy to MA admission to trading is submitted 3.1 Access to Oslo Børs NewsPoint 1 business day before the first day of trading MA + copy to Case 3.3 Key information 7 business days before MA + copy to Case Appendix 1 the first day of trading 3.4 Ticker code for the company 5 business days before the first day of trading MA + copy to Case 3.5 Logo and presentation text 7 business days before the first day of trading MA and NL + copy to Case 9

10 Information to be provided before the close of business on the first day of trading: Section Description Deadline Send to: Appendix 5.1 Name cards 3 business days before the first day of trading NL + copy to Case 6.1 Technical admission information 14:00 hours on the business day before the first day of trading MA + copy to Case Appendix Logo-poster on the opening ceremony balcony 14:00 hours on the business day before the first day of trading Case Appendix Company presentation 8.1 Registration of company information in NewsPoint 14:00 hours on the business day before the first day of trading Before the close of business on the first day of trading NL + copy to Case MA + copy to Case 8.2 Registration of primary insider information Before the close of business on the first day of trading 9.1 Financial calendar Before the first day of trading MA + copy to Case 10

11 11 APPENDICES Appendix 1: Key information INFORMATION ABOUT A NEW COMPANY ON MERKUR MARKET Company name: Company registration number: Address: Office address, if different to above address: Telephone number: Telefax number: Chief Executive : Chief Financial : Main marketplace contact: Alternative market place contact: Contact persons for the marketplace: main/alternative Main Alternative Direct telephone number: Mobile telephone number: address: Title of contact person: Auditor: ISIN number: Website address: Ticker code: Accounting principles e.g. NGAAP, IFRS etc. Listed on other exchange/regulated market (state which): Legal jurisdiction/court: Group yes/no: Home state for approval of prospectuses (if relevant): 11

12 Appendix 2: Technical admission information ADMISSION TO TRADING OF NEW COMPANY ON MERKUR MARKET Estimated market value per share: Currency: Nominal (par) value: Share capital admitted to trading: Number of shares admitted to trading: Total share capital: Number of shares registered in VPS: Number of votes per share: Company's holding of own shares: First day of trading: 12

13 Appendix 3: An example of a logo-poster on the opening ceremony balcony 13