1 1 Connection to AktieTorget guidelines for memorandum General When a company applies to be admitted to trading on AktieTorget (connection to AktieTorget), a connection memorandum or, if the connection is linked to a stock issue, an investment memorandum, must be prepared. If the company is already listed on another marketplace which has regulations equivalent to AktieTorget s and where the company regularly publishes information in a manner acceptable to AktieTorget, the requirement for a connection memorandum may be waived. The following applies: If connection is not linked to a stock issue, a connection memorandum must be prepared according to the appended guidelines. The memorandum must be approved by AktieTorget prior to connection. If the connection is linked to a stock issue, two possibilities apply: o o If an investment prospectus is required to be prepared pursuant to the Financial Instruments Trading Act (SFS 1991:980) and the prospectus is approved by the Swedish Financial Supervisory Authority, a connection memorandum need not be prepared. If an investment prospectus need not be prepared for approval by the Swedish Financial Supervisory Authority, an investment memorandum must be prepared and approved by AktieTorget according to the appended guidelines prior to connection. However, nothing prevents a memorandum being prepared in accordance with the Swedish Financial Supervisory Authority s guidelines rather than AktieTorget s guidelines. Approval AktieTorget usually processes the matter within five business days from the date of receipt of the memorandum and ticked-off checklists (see below). They can be sent by , post or fax to: AktieTorget AB Admissions Stockholm Fax number:
2 2 General note on the contents of the memorandum The memorandum must contain any and all information about the company and the financial instruments which is necessary to enable an investor to make a well-founded assessment of the company s assets and liabilities, financial position, earnings, and future prospects, as well as of the financial instruments. The information must be written in such a way that it is easy to understand and analyze. The memorandum must be complete, coherent and understandable. Period The expression period covered by the memorandum signifies the period for which financial records are provided. Sections of the memorandum The memorandum contains two sections: Information about the company Information, where applicable, about the stock issue Supplements to the memorandum Once the memorandum has been approved and published on AktieTorget s website, no changes can be made which have an impact on the assessment of the company or the financial instruments. In order to make such changes, the company must prepare a supplemental memorandum which must be approved by AktieTorget. References In the event a company does not wish to weigh down a memorandum with extensive documentation, such as by-laws and old annual reports, these documents can instead be placed on the company s website, with a link in the memorandum. Short version
3 3 There is nothing to prevent a company from printing an abbreviated version of perhaps four or eight pages instead of printing the complete memorandum, and using the abbreviated version as a supplement in a newspaper or magazine in connection with a stock issue. Publication The publication of the memorandum and any supplemental memoranda must take place by means of publication on the applicant company s website and on AktieTorget s website.
4 4 Information about the company The following information must be included in the memorandum. Responsible persons/assurance by the Board of Directors Write: The Board of Directors, which is responsible for this memorandum, has taken reasonable steps to ensure that the information provided conforms, in its opinion, to the facts and that nothing has been omitted which might have an impact on the assessment of the company. (or the equivalent) Write: This document has not been reviewed or approved by the Swedish Financial Supervisory Authority." Statutory auditors The name and accounting firm of the auditors responsible for the historical financial information contained in the memorandum. If an auditor has left the company for any reason during the period, the circumstances must be reported if they are of importantance. Risk factors A description of risks specific to the company and/or the industry sector. Information about the company History and development of the company Company name Company registration number Date of registration at the Swedish Companies Registration Office and general information regarding when operations commenced Address and telephone number of the corporate headquarters
5 5 Country of registration and national legislation which the company complies with (if not Sweden) Website Investments A description of principal investments, including amounts, during the historical period covered in the memorandum. A description of the principal current investments and how they are financed (internally or externally). A description of future investments which have already been approved. Information about shares State the type and class of securities, including ISIN codes. State that the share has been issued to holders and that the share register is administered electronically by Euroclear or another central securities depository. Information about dividends, for example as follows: All shares confer an equal right to a dividend. The new shares confer the right to receive a dividend commencing the 20XX financial year. Any person entered in the share register on the adopted record date shall be deemed authorized to receive a dividend and, in the event of a bonus issue, new shares which vest in shareholders, and to exercise pre-emption rights for the shareholder to participate in a stock issue. In the event a shareholder cannot be reached via Euroclear (or the equivalent), the shareholder s claim for the dividend amount remains and is only limited by the relevant statute of limitations. In the event the statute of limitation expires, the dividend will be paid to the company. There are no restrictions concerning dividends or specific proceedings for shareholders resident outside of Sweden and payments are made via Euroclear (or the equivalent) in the same manner as for shareholders resident in Sweden. However, shareholders who are not domiciled in Sweden for tax purposes are subject to standard Swedish withholding tax.
6 6 A description of any restrictions on the right to freely transfer shares. Details of whether the shares are subject to mandatory takeover bids, the right to compulsory purchase, or rights of sale. Details of whether the company s capital has been subject to a takeover bid during the current or previous financial year. Details of the price and the outcome of the bid. Admission to trading Information regarding the estimated first trading day on AktieTorget. State whether, as far as the company is aware, the share has already been traded somewhere. If, in connection with admission to trading, shares of the same type are sold other than publicly, information must be provided. Details of any agreement with a market maker and what the market maker s obligations involve. Summary of the company s operations Principal operations A description of the company s principal operations, including the most important products or services for each year covered by the memorandum. Details of significant new products and/or services. If the company has publicly announced the introduction of important new products and services, state their stage of development. Principal markets A description of the principal markets (in geographical and industry sector terms) and a report of the total revenues broken down by sub-operations for each geographic market for each year covered by the memorandum. May be stated approximately in percentage terms. It must be stated whether the markets have been affected by unusual circumstances, such as sudden political decisions. If it is of importance, it must be stated whether the company is dependent on patents, licenses, industrial, commercial or financial agreements, or new production processes.
7 7 The basis for any statements by the company about its competitors. (May be irrelevant if the company has not said anything about its competitors.) Organization If the company is part of a corporate group, the group must be briefly described. Tangible fixed assets Information about existing and planned tangible fixed assets, including leased property and substantial mortgages and the equivalent. A description of external circumstances which may affect the company s ability to use its tangible fixed assets. Narrative summary of operations and financing To the extent it is not reported elsewhere in the document, a description must be provided of the company s financial situation, any changes in the financial situation, and the earnings of the operations for each year and interim periods covered by the memorandum. If so required for an understanding of the company, material changes over the years must be specifically commented upon. Operating results Details of special circumstances which materially affected the company, including the extent of such effects. Where the financial statements indicate significant changes in net sales or revenues, the reasons for this must be provided. Information about external political, public and economic circumstances or decisions which have materially affected or may affect the company s operations. Account of financial resources Information about the company s short-term and long-term financial resources. A description of the company s cash flow, including sources and amounts.
8 8 A description of the company s additional capital requirements over the next 12-month period. Information on trends The most significant recent trends as regards production, sales and inventories, as well as sales prices during the period following the most recent annual financial statements. Information about known (internal) trends, uncertainty factors, claims, commitments or events which may reasonably be expected to have a material effect on the company s prospects, at least in the current financial year. Forecasts If forecasts are presented, the most important assumptions underlying the forecast must be described. A distinction must be made between assumptions regarding factors which can be influenced by the company and its management, and assumptions regarding factors which cannot be influenced by the company and its management. The assumptions must be specific and easy to understand. Any and all forecasts must be produced based on the same principles as the historical information. Board members and other individuals in a senior management position The name, office address and position held by the following individuals in the company, and details of any external operations which are material to the company: a. Board members b. Each individual holding a senior management position whose contribution ensures that the company has the necessary experience and expertise to conduct its operations (this will always include the CEO and Executive Vice President, otherwise it is a question of determination in each individual case) State any family connections among these individuals. State the expertise and experience of senior management positions held by each of the individuals in groups a and d, as well as: The names of all of the companies in which the individual in question served on the board of directors or was a partner (at least ten percent ownership) within the
9 9 last five years, including details of whether such individual still holds this position (need not be stated for subsidiaries) Judgments in fraud-related cases, prohibitions on trading, or the equivalent, in the last five years Details of all bankruptcies and liquidations during at least the last five years in companies where the person has acted as officers of type a and b. If no such information exists, this must be stated. Potential conflicts of interest for these individuals between their duties to the company and their private or other external interests must be reported. If no such conflicts of interest exist, this must be stated. State each arrangement or agreement with major shareholders, customers, suppliers or other persons which led to any of these individuals obtaining their position. Details must be provided if any of the persons listed in 14.1 are subject to restrictions to freely dispose of their shares in the company. Salaries and benefits In relation to the individuals listed under a and b, with reference to the most recent complete financial year, provide details of: Disbursed and deferred compensation and benefits in kind from the company and its subsidiaries. The information must be provided separately for each individual. Total amount reserved or accrued by the company and its subsidiaries for pensions and other compensation payable following termination of employment. Procedures of the Board of Directors State the following for the individuals listed under a in respect of the most recent financial year: For how long the position has been held. Details of whether the individual has entered into an agreement with the company or its subsidiaries concerning benefits payable following the end of the term of office. If no such benefits are payable, this must be stated. Details of the company s committees for accounting and remuneration matters, if there are such committees, and the duties and composition of such committees. Holdings of shares and share options.
10 10 Employees State, for the reported period: The number of employees at year-end or the average during the year Any major changes in the number of employees A breakdown of employees by category and location in geographical terms, where possible and material Shareholders Names of all other shareholders known to the company who, directly or indirectly, have a shareholding which is subject to a duty of notification (10 percent or more) and the number of shares held. If there are no such major shareholders, this must be stated. State the number of shareholders each holding less than 10 percent. State whether major shareholders have weighted voting rights. It must also be stated if there are no such weighted voting rights. Provide details of known agreements or anything else which may alter the situation as regards control. If an agreement not to sell shares (lock-up) exists, state the parties, provisions, and term of validity of the agreement. Transactions with closely-associated persons State: All of the transactions which are material to the company, either individually or as a group. If the terms and conditions were not entered into on market terms, the reasons for this must be stated. State the amounts of any loans, security and guarantees. The amount of the transaction or its share of the company s total sales.
11 11 Information regarding the company s assets and liabilities, financial situation and profits and losses (this need not be produced by the company s auditors) Historical financial information: Audited information and auditor s reports in accordance with accounting standards for a period of three years must be provided. The accounting principle used for the last year must also have been applied for at least one previous year. Details of shareholders equity and indebtedness must be included which is not more than 90 days old, calculated from the date the document is dated. The information in items a and b below in respect of whole years must be examined by auditors. If the company has not yet been in existence for one year, the information provided in a and b must be examined by auditors. The following must be included: a) balance sheet b) income statement c) financing analysis Annual reports and auditors comments do not have to be reprinted in the memorandum if there is a reference to their address at the company s web site. A summary should, however, be provided. Pro-forma financial statements. If transactions were entered into after the final date for reported historical information which result in a change of over 25 percent in earnings, sales, or other important key ratios, pro-forma financial statements must be presented. If consolidated financial statements are prepared, they must be reported. If an auditor has declined presenting a statement or deviated from the standard auditing wording, this should be mentioned and the auditor s comments reprinted verbatim. If the information contains data collected from sources other than audited financial statements, the source must be stated. It must also be stated that this data has not been examined by auditors. The most recent year for which audited financial information exists must not have ended more than: 18 months earlier if the document contains audited information for an interim period 15 months earlier if the document contains unaudited information for an interim period.
12 12 If the company published quarterly or interim reports after the most recent audited financial statements, this information must be included in the document. Any auditor s statements must be included. If the auditor did not provide a statement, this must be stated. If the document is dated over nine months after the most recently audited financial year, financial information for at least the first six months must be included. If such information has not been examined by auditors, this must be stated. Interim reporting must contain comparable data for the equivalent period in the previous financial year. As regards the balance sheet, it is sufficient to provide comparable information for the yearend of the previous financial year. The company s policy for dividends, if there is one, must be described. Amounts paid out per share by way of a dividend must be stated for each period covered by the historical financial information including, if so required, corrections to enable a comparison to be made. If the company is or has been a party to legal proceedings or arbitration proceedings in the last twelve months and if such proceedings have had or may have a significant financial impact on the company, this must be stated. If there are no such disputes, this must be stated. If material changes to the company s financial situation or position on the market have occurred since the most recent date of audited information, this must be stated. If no such changes have occurred, this must also be stated. Additional information Share capital. The following must be stated as per the date of the most recent balance sheet in the historical information: Per class of share: maximum authorized share capital in number of shares number of shares outstanding which are fully paid up or outstanding and not fully paid up Description of outstanding options, convertible debt instruments, etc. and a description of terms and conditions in respect of conversion, exchange or subscription. State terms and conditions of any changes to the share capital which have been approved by way of resolution or authorized but not yet implemented.
13 13 If the ultimate parent company of a group has issued options in respect of shares in subsidiaries, details must be reported and the contractual parties named. Table showing changes over time in the share capital. Append the by-laws. Material contracts All of the most important agreements entered into in the last two years must be stated, other than agreements relating to the day-to-day operations of the company. If the company or another company in the same group entered into other agreements conferring rights or obligations of material significance as at the date of the document, this must be stated. Information from third parties, expert opinions and details of whether third parties in question have any interests in the company In the event opinions or reports have been made by third parties in their capacity as experts, the relevant persons must provide their consent. The following must also be stated: Name of the relevant person Qualifications of the relevant person Details of whether the relevant person has any interest in the company If there is anything that may diminish the relevance and credibility of such information it must be stated. Holdings of shares or interests If the company owns shares in other companies which may be of significance to the assessment of the company s financial position (such as situations in which the company accounts for over 10 percent of another company s earnings or sales), details of these other companies must be provided.
14 14 Information about stock issues The information already contained in Information about the company need not be repeated. Primary information Reasons for the stock issue and a description of how the proceeds will be used, in order of priority. Information about the securities being offered Provide the shareholder and board resolutions relating to the stock issue. Formalities and terms and conditions of the offer Terms and conditions, statistical data, timetable for the offer, and information regarding how to take up the offer Total amount, and a description of the amount being sold or subscribed for. Information concerning the duration of the stock issue and how to subscribe. Details of when and under what conditions the offer can be revoked. If investors are entitled to cancel their subscription, the period in which they are entitled to cancel the subscription must be stated. Methods and period of time in which payment and delivery of the shares must be made. Description of how and when the results of the stock issue will be published. State how pre-emption rights can be exercised, subscription rights transferred, and what happens to non-exercised subscription rights. Plan for distribution and allotment Describe procedures to be followed at over-subscription.
15 15 State to whom the offer is directed. If tranches are reserved for investors in different countries, this must be stated. If the company is aware that any major shareholder, individual in a senior management position, or board member is intending to subscribe for shares, this must be stated, as well as whether any individual is intending to subscribe for over five percent of the stock issue. Pricing State the issue price and fees payable by the buyer. If the issue price is not fixed from the outset, but is fixed in another manner, such as by means of an auction, state how the market will be notified of the price when it is fixed. If the company s existing shareholders hold pre-emption rights (for example, as prescribed in the by-laws) and the company carries out a private placement instead, the reasons for this must be stated, as well as an explanation of the issue price, and who benefits from the decision. If the price of the IPO materially differs from the amount others, such as those in the company s management, paid in the last year or may pay for the share in the future, such as by exercising an option, a comparison must be made of these different prices. Investment and underwriters Name and address of the person to whom subscription applications and payment must be sent. Details of any guarantees, their terms and conditions, who has issued them, the proportion of the stock issue to which they apply, and the amount of the commission payable for providing the guarantees. If only part of the offering is guaranteed, the exact nature of the guarantee must be described. Date of agreement regarding guarantees. Costs of the issue/offer The estimated total costs must be stated. Dilution
16 16 In conjunction with a rights issue, the dilution in absolute and percentage terms must be stated for shareholders who are not subscribing. The method for calculating the dilution should be described. State the value of the company prior to the stock issue where there is a fixed issue price (number of shares prior to the issue x issue price). Additional information If advisors in respect of the stock issue are referred to, the capacity in which they have acted must be explained.