A practical guide to listing. The gateway to opportunities

Transcription

1 A practical guide to listing The gateway to opportunities

2 WELCOME TO OSLO BØRS THE PREFERRED PLACE TO LIST Celebrating Statoil s 10 years anniversary as a listed company on Oslo Børs. Torgrim Reitan, CFO of Statoil, standing next to Bente A. Landsnes, President and CEO of Oslo Børs. Norway is widely recognised for its strong and highly efficient capital market. Oslo is ranked as the most important financial centre in the Nordic region, making it even more attractive to international companies, investors and other market participants. Companies go public for different reasons. Many seek a stock exchange listing to raise share capital for growing their business or to make their share an acquisition currency for later deals. Others want to expand their shareholder base to include more owners and perhaps employees through a share-based incentive programme. Being a listed company is also an excellent way to raise your company s public profile. Whatever your reasons are, Oslo Børs can help realise your equity story. Oslo Børs has a history of almost 200 years as a fully regulated exchange and offers all the benefits one would expect from an internationally recognised marketplace: access to international investment banks, brokerage firms and a highly competent research community as well as efficient trading and market surveillance systems. In addition, the Oslo market has in recent years proven itself as one of the most efficient markets in Europe when it comes to raising equity and debt capital for companies. Many of those who come to Oslo Børs are attracted by our strong concentration in the energy, seafood and shipping sectors. We are the preferred listing venue for numerous world class oil & gas and offshore companies and for some of the largest shipping companies in the world. Oslo Børs is also the world s largest and most important financial marketplace for the seafood sector. The more entrepreneurial companies are attracted by the transparency and ease of listing on Oslo Axess, our market place for smaller start-ups. Here companies can expect all the benefits of a listing on Oslo Børs, but with somewhat less stringent listing requirements. Regardless of which market place you choose, our goal is to make the listing process as quick and efficient as possible. Time to market is often essential when going public and Oslo Børs offers effective and flexible listing processes that allow the company to adjust their time schedule in accordance with the general market conditions and the needs of the company. Oslo Børs listing managers work closely with listing candidates to streamline the process from pre-listing to the first day of trading and onwards. Norwegian and international companies from a wide range of sectors and industries choose to list their shares in Oslo and our market attracts great interest from international investors. We invite you to contact our listing department, who can tell you more about the benefits of choosing Oslo Børs and help you find out if your business is suitable for listing. Bente A. Landsnes President and CEO of Oslo Børs 2

3 BENEFITS OF JOINING OUR MARKET PLACES A stock exchange listing gives a company access to capital in order to grow, strengthen its financial base and to undertake acquisitions, expansion projects and new opportunities that might otherwise not have been possible. Additionally, a company can attract a better workforce from its raised public profile, and use its listed shares as part of an employee incentive programme. By listing in Oslo, companies can benefit from our unique position in the global securities market. Oslo Børs represents the fully regulated stock exchange market in Norway. Oslo Børs is the obvious choice for larger companies that have an established track record and a wide distribution of shareholders. About 20% of all listed companies are non-norwegian and come from a variety of different countries. Leading sectors The energy sector, including oil and gas related businesses, accounts for about 50% of total market capitalisation of companies listed on Oslo Børs. Oslo Børs is also the leading international exchange for seafood and a preferred market place for shipping companies to list. Access to international capital Oslo Børs has a well-diversified member base ranging from large global investment banks to small Norwegian trading firms. Our 60 members, of which 1/3 are local banks and brokerage firms and 2/3 are international investment banks, ensure access to sources of capital and investor interest worldwide. World-class research coverage Many of Oslo Børs members have specialised expertise in corporate finance, broking and investment research in the energy, shipping and seafood industries and a significant client base of investors focused on these sectors. Excellent share liquidity The majority of the members of Oslo Børs provide investment banking and advisory services to a broad client base consisting of both Norwegian and international investors. They encourage investor interest in shares listed on Oslo Børs and provide for good liquidity. More than 95,000 trades take place every day in the Norwegian stock market. Oslo Axess, introduced in May 2007, is a fully regulated market. It welcomes younger start-ups, companies with smaller market capitalisation and fewer owners. Investor protection Oslo Børs remains one of the most secure markets to trade and list securities. Our electronic surveillance system monitors all trading in real time and provides alerts and reports in the event of unusual activity, such as abnormal price changes and breaches of trading rules. Efficient listing process Oslo Børs offers an efficient admission process. It is possible to complete the listing process in as little as four to eight weeks from the start of the formal application process up until the first day of trading. Listing managers provide advice and assistance throughout all stages of the admission process. Access to equity A listing on Oslo Børs and Oslo Axess gives a company additional financial flexibility going forward. Listed companies are in a better position to issue new shares, since the shares are tradable on a regulated market. Access to other financing Oslo Børs can also offer efficient marketplaces for bonds issued by our listed companies. A growing number of our issuers, particularly in capital intensive sectors such as energy, offshore services, construction, manufacturing, and information technology, have taken advantage of the bond market for funding. 3

4 LISTING REQUIREMENTS Oslo Børs listing managers are available to provide support to companies before the formal listing process begins. This includes outlining the information a company needs to provide in order to satisfy Oslo Børs listing requirements. In addition, Oslo Børs listing managers will follow up with practical guidance throughout all stages of the listing process. Minimum spread of share ownership Minimum no. of shareholders (holding shares with a value of at least NOK 10,000 (Approx. USD 1700/EUR 1300)) 25% % 100 Minimum market capitalisation NOK 300 million (Approx. USD 50 million/eur 40 million) NOK 8 million (Approx. USD 1.3 million/eur 1 million) History and business activity Minimum market value per share Listing prospectus required History and business activity spanning at least three years. Exemption can be granted. NOK 10 (Approx. USD 1.7 /EUR 1.3 ) Yes Submitted at least one annual or interim report. Commenced planned business activity. NOK 1 (Approx. USD 0.2 /EUR 0.1) Yes Board independence At least two of the shareholder elected members of the board of directors shall be independent of the company s executive management, material business contacts and larger shareholders. A member of the company s executive management may normally not be a board member, but exemption can be granted. Financial condition Oslo Børs will review and evaluate the company s general financial condition and other factors of significance in determining whether shares are suitable for listing. The company must have sufficient liquidity to continue its business activities for at least 12 months from the date of listing. Corporate governance A company must confirm that it complies with the Norwegian Code of Practice for Corporate Governance, or alternatively the equivalent code of practice applicable in the country where the company is registered or has a primary listing. If it does not comply, it must provide a reason for the deviation. Public interest Generally shares issued by public limited companies are eligible for listing if their shares are of public interest and likely to be subject to regular trading. 4

5 LISTING PROCESS The formal process for admission to listing can take from four to eight weeks. Oslo Børs offers three alternative processes for listing on Oslo Børs and Oslo Axess: standard listing process, flexible listing process and fast-track listing. START WEEK 1 WEEK 4 WEEK 8 WITHIN NEXT 45 DAYS Introductory report Introductory meeting Compliance meeting Application submitted and announced Oslo Børs board meeting approval Prospectus finalised First day of listing Standard listing process The formal dialogue between a company and Oslo Børs on admission to listing in a standard listing process is estimated to take a minimum of eight weeks from the start of the process to the Oslo Børs board approval. The timetable and the various stages of a standard process are illustrated above. Flexible listing process The flexible process will require a minimum of eight weeks in the same way as the standard listing process. A flexible process includes all elements of the standard process for admission to listing, but the date of the meeting of the Board of Oslo Børs to consider the application is tailored to meet the specific needs of the issuer. In a flexible process, the formal application for admission to listing will be submitted and publicly announced three trading days before an extraordinary meeting of the Board of Oslo Børs. Four weeks before the board meeting the company will only need to confidentially submit an updated introductory report to Oslo Børs. Fast-track listing The fast-track listing involves all steps of the standard process, but allows for the time frame to be individually tailored according to the needs of the issuer. In certain market conditions, time to market is essential for the successful outcome of an IPO. A fast-track listing can take as little as four weeks. The listing process in brief The company submits an introductory report to Oslo Børs. The report sets out how and to what extent the company satisfies the conditions for admission to listing. In the introductory meeting with Oslo Børs the company presents its activities, financial situation, management and board of directors, issues related to financial reporting and compliance with the other listing rules. Any request for exceptions from listing requirements and other relevant issues must be raised in the introductory meeting. A due diligence review in accordance with normal market practice must be conducted and the result presented in a compliance meeting with Oslo Børs. The company submits a listing application. Oslo Børs announces that the application has been filed. The deadline for submitting the application will depend on the chosen listing process. The Oslo Børs administration reviews the listing application and presents its recommendation to the Oslo Børs Board of Directors. The Board will consider the application in either a regular board meeting or in an extraordinary board meeting, depending on the chosen listing process. Once the Board of Oslo Børs approves the application, the company has 45 days during which it must list. The company must publish a listing prospectus prior to the first day of listing. 5

6 LEADING SECTORS AT OSLO BØRS Energy No. 1 in Europe, oil service (no. of companies) No. 2 in Europe, energy (no. of companies) Norway is the world s third largest gas exporter and the fifth largest oil exporter, making it a leading nation for energy production and trading. This is reflected in the Norwegian capital market and the companies that are listed on Oslo Børs and Oslo Axess. Measured by the number of listed companies, the Oslo stock market is the second largest in Europe for energy companies in general, and the second largest in the world for companies in the oil service sector in particular. Shipping No. 1 in Europe (no. of companies) No. 2 globally (no. of companies) Norway is currently the world s fifth largest maritime nation, and its history as a major player in world shipping stretches back for centuries. Norway has historically played a dominant role in merchant shipping, fishing and maritime exploration. As a result shipping has played an important role in the Norwegian securities market ever since the first securities were listed on Oslo Børs in Measured by the number of listed companies, Oslo is the largest securities marketplace for shipping in Europe, and the second largest globally. Seafood No. 1 globally (no. of companies and market cap) Norway is the world s second largest exporter of fish and other seafood products. Norway s geographic position and natural attributes make it particularly well-suited for fishery and aquaculture, and this sector enjoys a dominant international position. This is also reflected on Oslo Børs, which has become the world s largest and most important financial marketplace for the seafood sector. 6

7 Listing on Oslo Børs has been an important factor in developing Subsea 7 to one of the leading companies worldwide in the seabed-to-surface engineering, construction and services business. The research coverage and access to international investors, combined with an efficient capital market that is underpinned by a clear but unburdensome regulatory frame-work, has made Oslo Børs the preferred listing venue for many companies in our industry. Kristian Siem Chariman of the Board Subsea 7 S.A. is a seabed-to-surface engineering, construction and services contractor to the offshore energy industry worldwide. The company provide integrated services, and plan, design and deliver complex projects in harsh and challenging environments. We have found Oslo Børs to be an excellent partner in our efforts to become one of the world s leading providers of floating LNG services. We raised USD 120 mill in our IPO, and in order to finance our new-build program, we have since our listing carried out a successful private placement of USD 200 mill of new equity, which was completed overnight. A few months later, we completed our first bond issue, and were able to successfully place bonds of USD 125 mill in just one day. As our experience demonstrates, Oslo Børs provides a highly efficient arena for fund raising. Sveinung J. S. Støhle President & CEO Höegh LNG is a provider of floating LNG infrastructure services under long-term contracts. The company owns and operates floating storage and regasification units (FSRUs), which act as floating LNG import terminals, and LNG carriers, which transport the LNG to its markets. In connection with our listing, Bakkafrost conducted a successful combined IPO and secondary offering. The IPO was more than seven times oversubscribed, and the issue price was set at the very top of the indicative price range. On the first day of trading, our share price climbed a further 11%. Due to the strong focus on the seafood sector at Oslo Børs, our shares are subject to analyst coverage by ten investment banks. Our Oslo listing has been a significant factor in allowing us to attract interest from international shareholders and the resulting strong performance of our shares. Regin Jacobsen CEO Bakkafrost is a leading salmon producer in the Faroe Islands that offers a wide range of salmon products. The company is fully integrated from feed to finished value added products. 7

8 LISTING PROCESSES LISTED COMPANIES TAILOR-MADE INDICES HISTORICAL PRICES BROKER STATISTICS INTRADAY DEVELOPMENT OSLO BØRS ASA Box 460 Sentrum NO-0105 Oslo, Norway Visiting address: Tollbugata 2, Oslo Questions may be directed to Listing: Telephone: twitter.com/osloboers