Guidelines for Oslo Børs NewsPoint. Version 1.0/

Transcription

1 Version 1.0/

2 Contents 1. Introduction Announcements Insiderlist... 3 Access to the System Software Login Main menu Announcement Select Issuer... 6 Select instrument (Not compulsory) The title of the announcement Announcement Link in the announcement Category Market Oslo Børs Distribution Network Errors in announcement Appendices Store and disclose announcement My announcements Correction of announcements Annual information NewsWeb Registering a new insider New primary insider New close associate Changing information concerning primary insiders/close associates Deactivating current primary insiders/close associates Public information Change password Procedure in the event of faults Page 2 of 20

3 1. Introduction The purpose of this document is to describe how issuers of listed shares and fixed income securities can store 1 and disclose 2 announcements, and also register insiders, using Oslo Børs NewsPoint. 1.1 Announcements Issuers are required to store and disclose announcements in order to meet the disclosure requirements. 1.2 Insiderlist It is the issuer s duty to submit a complete list of primary insiders to Oslo Børs or authorised market place, cf. Securities Trading Act, section 4-1, fourth item. It is herein clarified that the lists must be updated regularly. It says that the companies have a duty to notify the stock exchange immediately when persons no longer are primary insiders, or if new persons shall be added to the list. In this concern we will refer to: Directive from The Financial Supervisory Authority of Norway, which describes the relevant rules and regulations. ( 2. Access to the System The issuer will need a user-id and password to access Oslo Børs NewsPoint. This will be supplied by the Market Administration at Oslo Børs. The user-id and password can only be obtained by returning a completed application form to Oslo Børs by post, or fax as follows: 1) Postal address: Oslo Børs, Market Administration, PO Box 460 Sentrum, 0105 Oslo, Norway 2) address: ma@oslobors.no 3) Fax no: , for assistance phone The following access can be given: Announcements: Authorisation to store and disclose announcements will be restricted to announcements concerning the user s own shares/fixed income securities. If an issuer uses a third party company, it must apply for a user-id and password on behalf of the third party company, and Oslo Børs must be informed whether both the issuer and the third party company will use the system. If the issuer wants to use Oslo Børs Distribution Network to disclose and distribute announcements, a separate agreement must be entered into with Oslo Børs Informasjon AS. Insider list: Authorisation is given to register primary insiders of the company requesting authorisation. 3. Software To use the system, the following conditions are important: 1. A PC with an Internet connection. 1 The information is stored in the Officially Appointed Mechanism (OAM) pursuant to Securities Trading Act Section 5-12 and Oslo Børs rules and regulations. Issuers that only have fixed income instruments listed on the Oslo Børs Alternative Bond Market (ABM) are not affected by this 2 Provided that a separate agreement is entered into with Oslo Børs Informasjon AS, the announcement will be disclosed using Oslo Børs Distribution Network Page 3 of 20

4 2. A suitable WEB-browser. Oslo Børs recommends that users make use of Microsoft Internet Explorer version 6.0 or 7.0 for access to the Oslo Børs systems. The system uses functions that are not supported by older versions of the Web browsers. Oslo Børs has also tested Opera version 7.23 and newer, and also Mozilla Firefox version 1.5 and 2.0.If there is uncertainty as to which version is installed on your PC, check this by selecting Help from the browser menu and About Internet Explorer (Microsoft Internet Explorer). Figure 1- Check browser version (Internet Explorer) 4. Login The Internet address of Oslo Børs NewsPoint is: The user-id and password must be entered in the login window. Figure 2 Login Page 4 of 20

5 If the user has forgotten the username or password, or a need a new user, the Market Administration has to be contacted. See Contacts at Oslo Børs. 5. Main menu The main menu gives access to the insider list and announcements (provided the users have been granted access to both.) If the user only has access to the insider list, this page will open immediately after login. Choose service from the menu on the left side. Figure 3 Main menu 6. Announcement To store and disclose an announcement the users have the following options: New announcement (Norwegian and English) To be used if one wants to store and disclose announcement in Norwegian and English in one announcement. 3 Reference is made to Guidelines for awarding the Information symbol and the English symbol, section The announcement will be stored and disclosed as two separate announcements New announcement (Norwegian) To be used if one wants to store and disclose an announcement in Norwegian only New announcement (English) To be used if one wants to store and disclose an announcement in English only An announcement can consist of a title, the main text, a category, the option wether to disclose the announcement in Oslo Børs Distribution Network or not, and up to four appendices. 3 To avoid confusion among investors and other market participants, it is recommended that announcements in Norwegian and English, related to the same information disclosure requirement, is stored and published simultaneous Page 5 of 20

6 The window New announcement (Norwegian and English), New announcement (Norwegian) and New announcement (English) offers the following: Select issuer (if the issuer has access to more than one, if only access to one, the issuer will be chosen as a default) If the issuer has more than one instrument, the stock exchange announcement can be related to an instrument. This is not compulsory Title for the announcement Announcement Category Market Oslo Børs Distribution Network (provided that a separate agreement has been entered into) OK or Cancel These components of an announcement are described in detail below. (Attachments are added after the necessary sections have been filled out and then click on the OK button. See section 6.9) Figure 4 New announcement (Norwegian and English) 6.1 Select Issuer If the user has access to more than one issuer, issuer has to be chosen from the dropdown list from the field Issuer. If the user has access to only one issuer, there will be no choice in this field. Page 6 of 20

7 The issuer s short-name will together with the title of the announcement be shown on NewsWeb. If one chooses to use Oslo Børs Distribution Network for disclosure of announcements, the short name together with the title of the announcement will be shown in the trading system and at the information vendors. The issuer s short-name is a short-code given to all issuers by Oslo Børs. This is often used as ticker-code for issuers of equities and with a number-code added as the tickercode for bonds Select instrument (Not compulsory) Choose an instrument if the announcement only concerns a specific instrument. 6.2 The title of the announcement The title field, together with the issuer short-name, will form the title of the announcement. The title field is limited to 256 characters. In order to be able to use lower case characters and upper case characters, the automatically conversion of characters has been removed. Internet Explorer has a setting that automatically remembers all previously written text in the title field. This setting can be turned off by choosing Tools from the browser menu, choose About Internet Explorer, the banner Content and Auto refill The title of an announcement should indicate the content of the announcement, and issuers of shares are asked to use titles that reflect the categorys that are used in the system. Examples of suitable titles: Interim report New contract Belford Dolphin Mandatory notification of trade New interest rate Financial calendar 6.3 Announcement The main text of the announcement is entered in this field. It is compulsory to use the announcement field for disclosure of regulatory information. It is not sufficient to send this information only in attachments. Oslo Børs recommends that longer announcements are prefaced by a short summary of the facts contained that may be assumed to have a material bearing on the price of the issuer s securities. An announcement disclosed through the system will satisfy the requirements of the Securities Trading Act for the disclosure of information if it provides all the information required pursuant to the Act (i.e. the necessary information must be provided in the main text field without taking into account any related appendices). Due to consideration of other systems that receive announcements from the Company Disclosure System, available character set has been limited to what is within the ISO If you cut and paste text from a document that contains an invalid sign, this sign will be changed to a square ( ). Tabulator space will be change to single space. The main text field has a limit of characters. If the limit is exceeded, an error message will appear after clicking the OK button, counting how many characters that has to be removed. Only plain text may be entered in the field for the main announcement. Word processing functions such as tabulators, tables and graphics (e.g. company logo) cannot be used in this field. Tables and presentation material can be included in an appendix, see section 6.9. Page 7 of 20

8 If additional information is provided in one or more appendices, this must be mentioned in the end of the text in the main text field using the form of words For further information see appendix at Figure 5 Invalid sign 6.4 Link in the announcement It is possible to include a link to a webpage, e.g. NewsWeb or the company s webpage, in the announcement. The link to the webpage has to be written in it s entirely form, e.g. It is very important that is added in front of the Internet address and that a space is added just after for the internet link to be active. A space after the link is very important. If not, the link will add the first word in the next sentence and therefore not be active. 6.5 Category Choose category. An overview of the categorys that can be chosen for the different announcements can be downloaded from Oslo Børs NewsPoint: Market The market the issuer s securities are listed on. Choose one of the following markets: ABM Oslo Axess Oslo Børs Page 8 of 20

9 If the issuer has no instruments listed on the chosen market, a warning will appear. However, it will be possible to store and disclose the announcement. 6.7 Oslo Børs Distribution Network Chose Oslo Børs Distribution Network if the announcement shall be disclosed through this service. A separate agreement must be entered into before using this service. This service implies that messages will be distributed to the market in real-time through the Oslo Børs Distribution Network, which is connected using customised, digital channels ( wires ) to more than 40 professional vendors (news agencies etc.) that distribute and sell information on orders and trading on Oslo Børs markets. Through these vendors, announcements will be distributed to a large number of professional and private end-users/investors. Please note that issuers that want to disclose mandatory notifications outside the operating hours for Oslo Børs Distribution Network, must do this using other third partys. 6.8 Errors in announcement If any of the mandatory fields in the announcement are missing content, contains too many characters and such, a message showing errors will appear after clicking on the OK button. See figure 6. To edit the announcement and correct for errors, choose Edit at the bottom of the page. Figure 6 Errors in the announcement 6.9 Appendices Appendices are added after filling out the necessary sections in the announcement and clicking the OK button. Page 9 of 20

10 Appendices must be in Microsoft Word (Word 95 or later), Adobe Acrobat format, Microsoft Power Point or Microsoft Excel (Excel 95 or later) files. A maximum of 4 appendices totalling up to 50 MB each, may be attached to an announcement. The system accepts two or more attachments with the same file name if the file types are different. Figure 7 Enclose attachment To add an appendix, click Bla gjennom (This is Norwegian for browse and can unfortunately not be shown in English). This calls up a dialogue box to select the appropriate files. Select the file, click Open and then click Enclose attachment to attach the file to the announcement. A dialogue box Attachment enclosed opens, click OK. Appendices have to be attached to the Norwegian and English announcement. The attached appendices will be shown above the Bla gjennom field. If you click on the file-type sign, you can open and check the content of the appendix. If you wish to delete the appendix, click on the red cross left of the filename. A dialogue box will appear saying Remove attachment? Choose OK or Avbryt (avbryt is Norwegian for cancel). If chosen to remove the attachment by clicking OK, a new dialogue box saying Attachment is removed will appear. Press OK Store and disclose announcement After all appendices are attached and the content of the announcement verified you have the following choices Edit - to go back to change the content of the announcement Cancel - to cancel all information in the announcement Save - to save the announcement pursuant to the Securities Trading Act Section 5-12 and also disclose the announcement in Oslo Børs Distribution Network, provided that a separate agreement has been entered into Page 10 of 20

11 It is recommended that the content of the announcement and all appendices is checked before storaging and disclosing the announcement. Remember that after the announcement is stored and disclosed there are no possibilities to either change nor withdraw the content or the appendices in the announcement. However, it is possible to correct an announcement that has already been stored and disclosed. See section Correction of announcements for more information about this. When ready to store and disclose the announcement click Save. A receipt that the announcement has been stored and disclosed will appear. Each announcement is given a message id. Write down the message id in case there should be any questions or problems with the announcement. Click OK and you will get into the overview picture My announcements. See section Figure 8 Stored and disclosed announcement 6.11 My announcements After the announcement has been stored and disclosed, you will get into the overview picture My announcements. My announcements allow you to find all the announcements the company has stored and disclosed using Oslo Børs NewsPoint. It is also possible to correct announcements that are stored and disclosed, see section Announcements are listed order of date, starting with the recent. The list identifies announcements by title and the time of storaging and disclosing the announcement. Announcement stored and disclosed in both Norwegian and English will be shown as two separate announcements. To read an announcement in the overview, you have to click on the title of the announcement. Here you can check the content of the announcement and the appendices. It is recommended to check that the content of the announcement and appendices is correct. Page 11 of 20

12 Figure 9 My announcements Correction of announcements It is possible to correct an announcement up to 48 hours after the announcement has been stored and disclosed. The announcement will not be withdrawn, but will be shown on NewsWeb with a note indicating that the announcement has been corrected, and also with a link to the new announcement. The new announcement will also be shown with a note indicating that this is a new version of a previous announcement. Choose My announcements in the main menu and then click Correct on the announcement in question (Announcements older than 48 hours will not be shown with the Correct field in the overview) It is recommended that the original title is written in the title field together with the text Correction*, for instance Correction* mandatory notification of trade. To make it easier to see what has been corrected, the corrected text in the main text field should also be marked with a * Choose market Oslo Børs Distribution Network (provided that a separate agreement has been entered into) Click OK or Cancel to cancel the announcement Add possible attachments Click Edit to make changes in the announcement, Cancel to cancel the announcement or Save to store and disclose the announcement Page 12 of 20

13 Figure 10 Correction of announcements 7. Annual information Issuers of listed transferable securities are required to provide Oslo Børs with an annual statement of information made available to the public, cf the Securities Trading Act Section 5,-11 first paragraph. Choose Annual Information in the main menu. Choose issuer (if the user has access to more than one issuer) and time period. Figure 11 Annual Information Page 13 of 20

14 Click Search. A complete overview of all the announcements will be created downloading information from Copy the table into a document and submit it as an attachment to an announcement. Add necessary information to satisfy the requirements in the Securities Trading Act Section 5-11, first paragraph. It is recommended that the format of the document is PDF, or if text editor is used the spellchecker should be switched off. Figure 12 Annual Information Title of the announcement and the text in the main text field may be as follows: ANNUAL INFORMATION Issuers of listed transferable securities are required to provide Oslo Børs with an annual statement of information made available to the public, cf the Securities Trding Act Section 5-11 first paragraph. Attached to is an annual overview for company (....). 8. NewsWeb is a webpage showing announcements saved in the officially appointed mechanism (OAM), pursuant to The Securities Trading Act Section 5-12 first paragraph, and Oslo Børs rules and regulations, and also other announcements disclosed through Oslo Børs Distribution Network by Oslo Børs and issuers. On NewsWeb it is possible to search on the following : Announcements from issuer Announcements saved pursuant to the Securities Trading Act Section 5-12 Information issuers are required to disclose according to law, regulation or Oslo Børs' rules Categories Issuer ID Instrument Market It is possible to search and find historical announcements all the way back to 18 March One can also make links that carry out special queries/extractions of announcements. The present queries available are as follows: Page 14 of 20

15 1. Stock exchange announcements for the last three years 2. Notifiable trades by primary insiders during the last twelve months 3. Ownership disclosure notifications that have been sent during the last twelve months 4. Quarterly results/dividend information/general meeting information during the last twelve months (this query will include the categorys FINANCIAL REPORT, SHARE CAPITAL CHANGES/DIVIDEND INFORMATION and GENERAL MEETING INFORMATION To make use of these queries one has to use the URL address with the following parameters: symbol= action= The company s ticker code Type of query: 1 = Stock exchange announcements for the last three years 2 = Notifiable trades by primary insiders during the last twelve months 3 = Ownership disclosure notifications that have been sent during 4 = Quarterly results/dividend information/general meetings during the last twelve months languageid= Language (background texts and menus): 0 = Norwegian 1 = English Examples with the ticker code NHY: Stock exchange announcements for NHY (36 months) Notifiable trades by primary insiders for NHY (12 months) Ownership disclosure notifications for NHY (12 months) Page 15 of 20

16 Figure 13 On NewsWeb one can search for announcements from an issuer, under a certain type of announcement, directly on an instrument by using its ticker code, on a marked and indicate a time period for the search. 9. Registering a new insider 9.1 New primary insider It is possible to register people or the issuer company as primary insiders. Choose the relevant type to register, and a new window will appear. Fill out the text fields. All text fields marked with must be completed in order to register the new primary insider. Figure 14 Registering a new primary insider Page 16 of 20

17 Id number The text field ID number must include an identification number for the person which is to be registered. Valid id numbers are Norwegian National Identity number, D-number and id number allocated by VPS when opening VPS accounts. In case the insider does not have a valid id number (as mentioned above) please provide some other kind of identification. This can be done only if the box Valid ID number is ticked off. Note: Only symbol, surname, first name, employment/office and valid from date will be presented on Oslo Børs web page, see section New close associate It is possible to register people and firms as close associates. Choose the relevant type to register, and a new window will appear. Choose the correct primary insider to the new close associate from the list and fill out text fields. All text fields marked with must be completed in order to save the new primary insider. Figure 15 Registering new close associates Page 17 of 20

18 Id number The text field ID number must include an identification number for the person which is to be registered. Valid id numbers are Norwegian National Identity number, D-number and id number allocated by VPS when opening a VPS account. In case the insider does not have a valid id number (as mentioned above) please provide some other kind of identification. This can be done only if the box Valid ID number is ticked off. Note: Information about close associates will not be presented on Oslo Børs web page, see section Changing information concerning primary insiders/close associates It is the issuer s duty to keep updated insider lists. To register changes, the current primary insider/ close associate must be chosen from the list. This can be done by clicking the ID number - column. The person/company will appear in a new window, and the particular changes can be registered. After implementing the changes, press OK to save, before closing the window. 9.4 Deactivating current primary insiders/close associates When a primary insider is no longer considered an insider, the person concerned should be deactivated. Deactivation can either be done by clicking the ; the primary insider will be given a to date equal to today s date. If the insider should be given some other valid to date, the primary insider in question needs to be fetched from the list, and a new window opens. This is easily done by pressing the id number in the ID number column. The correct to date is registered in the text field valid to. When the primary insider is given a valid to date, this same date will be registered for all close associates the primary insider might have in the company in question. If for some reason a close associate needs to be deactivated prior to its primary insider, this can be done by fetching the close associate in a new window, and setting a valid to date. Primary insiders and close associates who have been given a valid to date equal to today s date will disappear from the list at the next login. If the primary insider and close associate are given a valid to date some time in the future, they will appear on the insider list, until this future date has passed. 9.5 Public information The issuer s primary insider information is publicly available information. This information is available at: NB! Any changes made to the insider list will show the following day. Page 18 of 20

19 Figure 16 Public information 10. Change password The issuer will need to use the user-id and password provided by Oslo Børs when using the system the first time. The first time the user log on to the system, the user will be asked to change the password. The following screen will come up the first time you log on: Figure 17 Change password Rules for the password: Minimum 8 characters Can not contain username Only upper/lowercase letters or digits (A-Z, a-z or 0-9) At least one of each A-Z, a-z and 0-9 A password can not be used more than once Page 19 of 20

20 The password can also be changed after you have logged in by choosing Change password from the main menu. The procedures for changing the password is the same as the first time you logged on to the system. When clicking Update the password has been updated and the new password has to be used the next time you log on the system. The password is valid for 60 days, and then has to be changed. Information about when the password has expired will be given when logging on to the system. The user then has to change the password to be able to log on. If problems connecting to the Company Disclosure System, contact Market Administration by phone: or Procedure in the event of faults If it is not possible to submit the announcement to Oslo Børs by using the Company Disclosure System because of line faults, system errors etc., the announcement may be submitted by to or if no other method is available, by fax to Before sending an announcement by or fax, the user has to notify the Market Administration. If it is not possible to register, change information regarding insiders, system error etc., please contact the contact person for the insider register by phone: Page 20 of 20