Rules for the admission and listing of bonds on ABM, (Alternative Bond Market) including the continuing obligations of issuers

Transcription

1 Rules for the admission and listing of bonds on ABM, (Alternative Bond Market) including the continuing obligations of issuers Version 3.0 Amended This document is a translation from the original Norwegian version. In the event of any discrepancies, the original Norwegian document will apply. 1/26

2 Contents: 1 INTRODUCTION General Scope Listing on ABM Trading on ABM CONDITIONS FOR ADMISSION TO LISTING General conditions Requirement for a loan to be admitted to listing Fully paid-up and transferable Registration with a securities depository Trading lot sizes Terms and conditions for listing Scope of the application Listing document Trustee Application for listing on ABM Contents of the application Notification and publication of the decision Contractual agreements with ABM Transfer to ABM of a loan listed on Oslo Børs LISTING DOCUMENT FOR A BOND LOAN General rules Purpose of the listing document Obligation to prepare a listing document Statement of responsibility Inspection of the listing document Publication of the listing document Supplements to the listing document Co-ordination rules Required content of the listing document for issues of bonds with a minimum nominal value of NOK 500,000 per bond Minimum requirements for the listing document Additional requirements for the listing document Content of the listing document: exemptions in certain cases Required content of the loan description Required content of the listing document for issues of bonds with a face value of minimum NOK 1.- and maximum NOK 499, CONTINUING DUTIES OF ISSUERS General requirements Equal treatment Good business practice Written communications and choice of language Contact person Information to be provided to ABM Prohibition on misuse of inside information Management of inside information Prohibition against giving advice Price manipulation Duty of disclosure for issuers General Inside information Page 2 of 26

3 4.2.3 Other material matters Notices to bondholders Financial statements Obligation to present annual reports and accounts and interim reports Approval of annual reports and accounts and interim reports Publication of annual accounts, annual reports and interim reports Information in addition to annual reports and accounts and interim reports Power to grant exemptions Loan documentation, meetings of bondholders etc Availability of loan documentation Bondholder meetings Rights of ABM in respect of bondholders' meetings Minutes from bondholders' meetings Method of publishing information Publishing information Publication outside ABM trading hours Announcements to the market by the issuer Language PRICE QUOTATION Trading on ABM Matching halt Suspension of trading Special observation DELISTING Delisting Temporary delisting BREACHES AND REACTIONS Public criticism Reporting DUTY OF CONFIDENTIALITY FEES ENTRY INTO FORCE AND CHANGES Page 3 of 26

4 1 INTRODUCTION 1.1 General These rules and business terms (the Rules ), including changes and amendments hereto, are issued by the Board of Directors of Oslo Børs on , and apply to ABM. ABM is an un-regulated market, and is not subject to the provisions of the Stock Exchange Act of 17 November ABM is operated and organised by Oslo Børs ASA. 1.2 Scope These Rules apply to all issuers of bonds that either have bonds listed on ABM or are applying to have bonds listed. This includes fixed income debt instruments with an original maturity of less than 12 months. 1.3 Listing on ABM Each issue of bonds (hereinafter a loan ) admitted to listing on ABM is assigned to one of two categories as follows: Loans where the nominal value of each bond is at a minimum NOK 1 and at a maximum NOK 499,999,99 or the equivalent amount in currency Loans where the nominal value of each bond is at a minimum NOK 500,000 or the equivalent amount in foreign currency The terms and conditions for listing differ according to the nominal value for each of the bond issued. 1.4 Trading on ABM Trading on ABM is regulated by the Trading Rules for ABM. 2 CONDITIONS FOR ADMISSION TO LISTING 2.1 General conditions Bonds may be listed on ABM if they are suitable for listing and the issuer is able to provide sufficient information to allow market players to determine fair market prices. In considering the suitability of bonds for listing, consideration is also paid to other significant matters including the provisions in the terms and conditions for the bonds in respect of equal treatment of bondholders. 2.2 Requirement for a loan to be admitted to listing Fully paid-up and transferable Bonds may only be admitted to listing if they are fully paid up and are freely transferable. Page 4 of 26

5 2.2.2 Registration with a securities depository A loan must be registered with the Norwegian Central Securities Depository or another securities depository approved by ABM Trading lot sizes The trading lot size equals the nominal value for each bond. ABM may allow a loan to be listed with a trading lot size that differs from the above on a case-by-case basis. 2.3 Terms and conditions for listing Scope of the application Applications for admission to listing must encompass all bonds belonging to the same loan. If the loan is subsequently increased, the new bonds issued will be automatically admitted to listing as soon as ABM receives notification of the increase in outstanding volume Listing document Admission to listing is conditional on the preparation and publication of a listing document in accordance with the rules of Chapter Trustee A trustee shall be appointed for bond issues with a maturity exceeding 12 months. The requirement as to a trustee does not apply to bonds issued by EEA states or by such states central banks unless called for on special grounds. In deciding whether the bonds shall be admitted to listing, ABM shall attach importance to the proposed trustee agreement, including whether the trustee is considered to have the necessary independence, impartiality and competence to properly safeguard the interests of the bondholders. ABM may, if called for on special grounds, summon a meeting of bondholders during the term of the loan and recommend replacement of the trustee of the loan. 2.4 Application for listing on ABM Contents of the application An application to list bonds must include reference to the listing document and provide the security number for the bonds in the Norwegian Central Securities Depository or such other securities depository as ABM has approved. The application for listing must be authorised and signed by a corporate body with the necessary authority or by individuals to whom the competent corporate body has delegated such authority. Page 5 of 26

6 The application must in particular contain or have appended to it the information listed below unless such information has already been provided to ABM and there have been no subsequent changes. 1. The issuer's articles of association or equivalent constitutional rules where appropriate. 2. The total nominal value of the loan if this has changed since the listing document was issued. 3. The issuer's contact person vis-à-vis ABM, cf. section Information regarding decisions, permissions and approvals that have been required for the issuer to enter into the loan and issue the bonds and information on the resolutions, decisions etc. by the issuer which may have a bearing on the suitability of the bonds for listing. 5. Information on any agreements between the issuer's owners, any agreements between bondholders and any other agreements, decisions etc. of which the issuer is aware that may be relevant to the question of whether the bonds are suitable for listing. 6. Copy of the signed loan agreement if such an agreement has been produced. 7. Copy of the loan description if such a description has been produced. 8. Copy of the listing document, cf. section If the issuer has not produced a listing document that meets the requirements of section and the issuer does not already have financial instruments listed on the stock exchange, the issuer must submit its annual report and accounts for the last 3 years and its most recent interim accounts. 9. Confirmation that the loan is fully paid up. 10. Copy of the letter of indemnity if a trustee has been appointed for the loan. ABM may grant exemptions from one or more of the provisions on the information to be provided in the application for admission to listing if ABM deems such information to be of no significance for the assessment of the application Notification and publication of the decision The applicant shall be notified of the decision in writing. If the application is refused, the reason for refusal shall be stated in the notification. 2.5 Contractual agreements with ABM ABM may make it a condition for admission to listing that any third party who enters into commitments towards the issuer and/or investors should also enter into an agreement with ABM. The purpose of such an agreement shall be to establish closer control of the third party s rights and obligations towards ABM. Page 6 of 26

7 In the event of a breach of such an agreement, ABM can impose reactions in accordance with Chapter 7 of these Rules. ABM may also require a foreign issuer to enter into agreements with ABM to define the rights and obligations in respect of the issuer s loan in greater detail. ABM reserves the right to require a legal opinion in respect of an application for listing from a foreign issuer. 2.6 Transfer to ABM of a loan listed on Oslo Børs Bonds listed on Oslo Børs may be transferred to ABM according to guidelines published by Oslo Børs. 3 LISTING DOCUMENT FOR A BOND LOAN 3.1 General rules Purpose of the listing document A listing document prepared in accordance with these Rules shall provide information on all matters which, taking into account the particular nature of the issuer, are necessary to enable investors and their advisers to make a well informed assessment of the issuer s assets and liabilities, its financial position, earnings and prospects, and of the rights attaching to the loan. The listing document must not contain misleading or incomplete information about circumstances to which importance must be attached when assessing whether to buy or sell the bonds Obligation to prepare a listing document Issuers applying for admission of bonds to listing on ABM must prepare a listing document. The requirements for the contents of the listing document are set out in section 3.2 and Statement of responsibility The issuer is responsible for the listing document and must provide a statement confirming that to the best of their knowledge the information contained in the listing document is in accordance with the facts and that it is free of misleading or incomplete information that may change the content of the listing document. If a trustee has been appointed for the loan, cf. section 2.3.3, and the loan is admitted to listing no later than four weeks after the settlement date, the issuer's statement of responsibility in favour of the trustee may also be used in connection with the application for listing of the loan by sending a copy of the statement to ABM. ABM reserves the right to specify the wording of the statement given to the trustee if the statement is to replace the statement of responsibility mentioned in the first paragraph. Page 7 of 26

8 3.1.4 Inspection of the listing document ABM shall inspect any listing document prepared in conformity with Chapter 3 of these Rules before it can be published. ABM shall complete its inspection as soon as possible, and not later than one week after receiving the final listing document and other material. ABM shall notify the issuer in writing of the result of the inspection Publication of the listing document The listing document must be sent to ABM no later than hrs on the last trading day before the bonds are admitted to listing and must be simultaneously made available to the general public on the Internet. ABM shall be entitled to publish the listing document on a web site operated by ABM Supplements to the listing document Every significant new factor or significant inaccuracy in the listing document capable of affecting the assessment of the bonds which arises or is noted between the publication of the listing document and the admission of the bonds to ABM listing must be included in a supplement to the listing document which shall be approved by ABM in accordance with section 3.1.4, and shall be published without undue delay in accordance with section The requirements of the first paragraph also apply if the listing document has been approved by the relevant authorities in respect of a foreign issuer in accordance with EU directive 2003/71/EF (the EU Prospectus Directive ) Co-ordination rules Where a foreign issuer has prepared a prospectus approved in accordance with the EU-directive 2003/71/EF (the prospectus directive) and this prospectus is still valid, the issuer may apply for using this prospectus as a listing document for ABM. This also applies to any supplements to the prospectus pursuant to section that are approved by the relevant authorities in respect of a foreign issuer. Page 8 of 26

9 3.2 Required content of the listing document for issues of bonds with a minimum nominal value of NOK 500,000 per bond Minimum requirements for the listing document If the issuer already has one or more loans listed on ABM, or has issued bonds, shares or primary capital certificates that are listed on a recognised regulated market, the listing document shall at a minimum include: 1. The issuer's most recent annual report and accounts and the most recent interim report. 2. A description of the issuer's business activities unless this is provided in the annual report. 3. A loan description that meets the requirements in section 3.3 of these Rules. 4. A copy of the loan agreement where such an agreement has been entered into. These requirements also apply if the issuer has existed for at least three years and has not changed its corporate structure, business concept or other material features of its activities. ABM reserves the right to impose additional requirements on the content and format of the listing document if it considers this necessary pursuant to the considerations mentioned in section Additional requirements for the listing document Where the issuer has been in existence for less than three years or has changed its corporate structure, business concept or other material features of its activities in the last three years, the listing document must contain the following information in addition to the information set out in section items 1-4: 1. Name, registered office, and head office if different from the registered office. 2. Date of incorporation and the length of life of the issuer if this is not indefinite. 3. Legislation under which the issuer operates. 4. Indication of the issuer s objects as set out in its articles of association. 5. Company registration number. 6. The issuer s equity capital and the distribution of this capital between distributable reserves and undistributable reserves. Details must be given of imminent changes in the issued capital that have been formally approved. 7. Information on the issuer s borrowings and outstanding loans. Any loss trend must be summarised and commented on. 8. If the issuer belongs to a group, or to a group of undertakings that are interrelated through common ownership or common Page 9 of 26

10 management, a brief description of the structure and ownership of the group and the issuer s role within the group. 9. The number, book value and nominal value of own shares owned by the issuer or by a company in which the issuer directly or indirectly owns more than 50% of the shares. 10. Description of the issuer s principal activities, stating the main categories of products sold and/or services performed, as well as a description of the issuer s corporate structure or organisational structure. Indication of any significant new products and/or activities. 11. Information on turnover and operating results during the past two financial years. 12. Location and size of establishments accounting for more than 10% of the issuer s turnover or production. A summary account of real estate of significance owned by the issuer. 13. For mining, power production, petroleum extraction and similar activities a description of deposits, an estimate of economically exploitable reserves and expected period of lifetime must be provided where this information is of material importance. 14. Where the information given pursuant to 11 to 13 has been influenced by extraordinary factors, that fact shall be mentioned. 15. Information on patents and licences, production, financing and sales agreements and on new production methods owned by the issuer and on which the issuer is dependent, where such factors are of significant importance to the issuer s business. 16. Information on any legal disputes, arbitration proceedings, legal decisions, arbitration rulings or settlements not shown in the accounts appended to the listing document which have or may have a significant effect on the issuer s financial position. 17. Description, with figures, of the main investments made, including investment in shares, units, bonds etc., over the past three financial years and so far in the current financial year. 18. Information concerning the principal investments being made with the exception of interests being acquired in other undertakings. Distribution of these investments geographically and by method of financing. 19. Information concerning any major future investments planned by the issuer that have been approved by its corporate bodies. 20. Profit and loss account, balance sheet and cash flow statement in accordance with section for the two preceding financial years. ABM may require a statement based on the three preceding financial years if called for in special circumstances. For the last financial year the notes to the accounts, as well as the annual directors report, shall also be included or reproduced. Profit and loss figures, balance sheet and the directors comments on the last interim report in accordance with section 4.3.1, and the directors recommendation for the annual accounts, cf. section 4.3.2, shall be included if presented after the last annual accounts. It must be stated whether or not the interim report has been audited. Page 10 of 26

11 21. General information on the development of the issuer s activities since the end of the financial year covered by the last published annual accounts. Information on the most significant recent trends in production, sales and stocks and the state of the order book, and recent trends in costs and selling prices and other factors of material significance for operations. ABM reserves the right to require that pro forma figures are included. 22. Names, addresses and functions in the issuing undertaking of the following persons, and an indication of the principal activities performed by them outside the undertaking where these are significant in relation to the issuer: a) Members of the administrative, management or supervisory bodies. b) General partners if the issuer is a limited partnership company. 23. Identity of the parties who assisted the issuer in the preparation of the listing document. Where the listing document has been prepared by a party other than the issuer, this party s name must be provided. Where a party has prepared only parts of the listing document, the parts to which this applies must be specified. 24. The declaration referred to in section The name and address of the auditor who has audited the issuer s annual report and accounts for the last three financial years. If the auditor has deemed that the accounts should not be adopted as they stand or has made comments, qualifications or reservations in the audit report, this must be stated together with the reasons given. If the issuer has replaced the auditor during the past three years, or the auditor has stepped down and has given grounds for so doing, this must be mentioned. If the auditor has audited information in the listing document, the listing document shall state which information was audited. 26. Information on where the documents mentioned in the listing document in respect of the issuer are available for inspection. If the issuer has prepared a prospectus in accordance with EUdirective 2003/71/EF (the prospectus directive) and the prospectus has been approved in accordance with the Securities Trading Act chapter 5, this prospectus may be used as the listing document. This also applies to prospectuses approved by the competent authority of another EEA-country in accordance with the EUdirective 2003/71/EF, cf the Securities Trading Act Content of the listing document: exemptions in certain cases ABM may, in special circumstances, grant exemptions from one or more of items 1 26 in section ABM may grant exemptions from the requirements for information on specific matters to be included in the listing document where such exclusions do not affect the evaluation of the issuer's balance sheet, profit and loss account and future prospects. Page 11 of 26

12 3.3 Required content of the loan description The loan description must include a description of all the features necessary to evaluate the terms and conditions of the loan, including: 1. The total nominal amount of the loan. If the issuer is allowed to increase the amount of the loan, the terms and conditions for such an increase must be provided. 2. Currency in which the loan will be drawn down and repaid. If the loan is to be drawn down or repaid in a basket of currencies or if the loan is to be repaid in a currency other than that in which it is drawn down, the terms and conditions for this must be provided. 3. The purpose for which the proceeds of the loan will be used. 4. The nominal value of the bonds issued. 5. The price at which bonds will be issued and redeemed. 6. Information on the income generated by the bonds and any other benefits they confer, including the nominal interest rate and the terms and conditions for paying accrued interest including the date from which interest becomes payable and the due date for interest or other benefits. If the nominal interest rate is variable, information must be provided on how the interest rate will be determined from time to time. Information must also be provided on the procedures for the allocation of any other benefits attaching to the bonds regardless of the nature of the benefit, and the method of calculating such benefits. 7. Arrangements for the amortisation of the loan. Repayment date and amortisations, including the repayment procedures. If early repayment is permitted, either on the initiative of the issuer or the bondholder, this must be detailed together with the terms and conditions for such early repayments. 8. The time limit on the validity of claims to interest and repayment of principal. 9. Details of any collateral pledged in respect of the bonds issued, including a summary of the clauses in the loan agreement that affect the collateral or that cause the loan to have lower priority than current or future liabilities of the issuer. If the loan is secured by a mortgage, information must be provided on the valuation of the asset(s) subject to mortgage based on generally recognised principles. 10. Other terms and conditions that are significant for the listing or trading of the bonds. 11. Tax on the income from the bonds withheld at source in the country of origin and/or Norway. Indication as to whether the issuer assumes responsibility for the withholding of tax at source. 12. Information on whether arrangements have been made for someone to represent the interests of bondholders, including details of who has been appointed and the terms and conditions of such representation. 13. Statement of where the legal agreements that regulate the representation of bondholders and the listing documents are made available for inspection. Page 12 of 26

13 14. Description of the requirements and procedures for changes to the terms and conditions of the loan, and the requirements and procedures for declaring the loan in default. 15. The name and address of the manager(s). 16. The ISIN number of the bonds at the Norwegian Central Securities Depository or at such other securities depository as ABM may have approved together with the name of any such securities depository. 17. Details of the securities account controller and paying agent appointed by the issuer where appropriate. Information on where the bonds are registered and the date of registration. 18. Indication of the legislation under which the bonds have been issued and of the competent court in the event of litigation. 19. Information on any restrictions to the negotiability of the bonds. 20. Information on whether the bonds are listed and distributed on a regulated market or whether application will be made for such listing and distribution, including information on the regulated market(s) in question. This information must be provided without giving the impression that any application for listing will necessarily be approved. Where known, the first possible listing date should be stated. 21. If the issuer has entered into any agreement(s) with a market maker or market makers for the loan or intends to enter into any such agreements this must be stated, together with information on the content and duration of the agreement(s) in question. 3.4 Required content of the listing document for issues of bonds with a face value of minimum NOK 1.- and maximum NOK 499, In the case of applications to list bonds where the face value of the bonds is to be at a minimum NOK 1.00 and maximum NOK 499,999.99, a listing document must be produced that meets the relevant requirements set out in Chapters 5 of the Securities Trading Act. 4 CONTINUING DUTIES OF ISSUERS 4.1 General requirements Equal treatment Issuers of bonds listed on ABM shall treat holders of their bonds on an equal basis. The issuer must not expose holders of its bonds to differential treatment that lacks a factual basis in the common interest of the issuer and the bondholders. In connection with the trading or issuance of bonds or rights to such bonds, the issuer s governing bodies, officers or senior employees must not adopt measures which are likely to confer on themselves, certain owners of financial instruments or third parties an unfair Page 13 of 26

14 advantage at the expense of other holders or the issuer. The same applies in respect of the trading or issuance of bonds or rights to such bonds in the group to which the issuer belongs Good business practice Issuers of bonds listed on ABM must observe good business practices Written communications and choice of language All applications, requests, announcements and other communications to ABM regarding permissions, approvals or similar announcements to the market and similar communication between the issuer and ABM must be submitted in writing by post, telefax or or in such other manner as ABM may approve. ABM shall deal with such applications without undue delay and communicate the result in writing or in some other suitable manner Contact person The issuer shall at all times have a designated person who can be contacted by ABM. The contact person must be accessible without undue delay. The issuer must immediately notify ABM if the issuer s contact person vis-à-vis ABM is replaced and in the event of changes in the contact person s office and home address, address and the telephone numbers on which the person concerned can be reached Information to be provided to ABM The issuer must, on its own initiative, promptly give ABM information, and of changes thereto, of the following unless the issuer already is obliged to publish this information pursuant to section 4.2.1: Revised copies of its articles of association or equivalent constitutional rules in the event of any changes to its articles of association or to its equivalent constitutional rules. The ISIN number of the bonds at the Norwegian Central Securities Register and the securities account controller. The issuer s contact person vis-à-vis ABM, cf section Any new or revised repayment schedules if the issuer changes the volume of the outstanding loan provided that such changes are not subject to notification to the market in accordance with section item 7. Issuers with bonds listed on ABM that are not registered with the Norwegian Central Securities Depository shall within seven days of the end of each month provide ABM with a status report on the loan unless any changes in the outstanding amount of the loan have already been reported as an announcement to the market in accordance with item 7. The status report must provide Page 14 of 26

15 information on changes in the outstanding amount of the loan and in the issuer s own holdings of bonds. Changes in regarding issues previously notified to ABM in respect of section items 1-2, and section 3.3 items 13,16-18 to the extent that the issuer is not already obliged to publish this information pursuant to section The issuer, its officers and employees must, upon request, provide ABM with all information that ABM considers necessary to ensure that trading and listing are carried out in accordance with these Rules, the Trading Rules and the general rules that arise through securities legislation and any regulations issued in this respect, except where such information is subject to a duty of confidentiality imposed by law. Information to be provided pursuant to this section shall be provided in such manner as ABM may require Prohibition on misuse of inside information Subscription for, purchase, sale or exchange of bonds which are listed, or for which listing has been applied for, on ABM, or incitement to such dispositions, must not be undertaken directly or indirectly for its own account or any other party's account by the issuer, its officers or employees of the issuer who are privy to inside information. This also applies to entering into, buying, selling or exchanging options or forward/futures contracts or equivalent rights linked to bonds or inciting such dispositions. Inside information refers to precise information about the bonds, the issuer or other matters that is likely to influence the price of the bonds or related financial instruments appreciably and which is not publicly available or commonly known in the market. Precise information refers to information that indicates that one or more circumstances or events have arisen or occurred, or can reasonably be expected to arise or occur, that are sufficiently specific to lead to the conclusion that such circumstance or event may have an affect on the price of the bonds or related financial instruments. Information that is likely to influence the price of the bonds or related financial instruments appreciably refers to information that a competent investor would be likely to use as part of the basis for investment decisions. The first paragraph applies only to the misuse of information as mentioned in that paragraph. The first paragraph does not prevent the normal exercise of option or futures/forward contracts previously entered into upon the expiry of such contracts Management of inside information The issuer, its employees or officers of the company who are privy to such inside information on the issuer or the bonds as defined in Page 15 of 26

16 section must not pass such information to unauthorised parties. Any person with access to inside information is under a duty to show due care when handling such information so that the information does not come into the possession of unauthorised parties or be otherwise misused. Issuers of bonds listed on ABM must have routines in place to ensure that inside information is kept confidential. Issuers of bonds listed on ABM must maintain lists of persons external to the company who are given access to inside information. If access to inside information is given to an external legal entity, the list must include the employees, officers, advisers etc. of the company who are given access to the information. The list must be kept up-to-date at all times, and must include information on the identity of persons with access to inside information, including the date the person was given access to such information, the person's office or employment, the reason the person is included on the list and the date of any changes to the list. This list must be securely stored for at least five years from each date the list is produced or updated, and must be made available to ABM upon request. Issuers of bonds must ensure that persons given access to inside information are made aware of the duties and responsibilities this implies, and that they sign a suitable confidentiality undertaking Prohibition against giving advice Persons who are privy to inside information must not give advice to others about trading in the bonds to which the information pertains or derivative instruments related to the bonds Price manipulation Neither the issuer, its employees or officers of the issuer must engage in any price manipulation in respect of bonds listed on ABM either on their own account or on the account of others. Price manipulation refers to: Buying or selling bonds or registering orders that give, or are intended to give, false, incorrect or misleading signals on the supply, demand or price of the bonds, or that cause the price of one or more bonds to be at an abnormal or artificial level except where it can be shown that the basis for such actions is legitimate and that the trade or order is in accordance with behaviour that Oslo Børs has accepted as market practice for ABM, or Transactions entered into or orders placed in relation to any kind of misleading behaviour, or Spreading information through the media, including by the Internet, or by any other method where the information is Page 16 of 26

17 designed to give false, incorrect or misleading signals about bonds listed on ABM, including spreading rumours and news where the person who spread the information knew, or should have known, that the information was false, incorrect or misleading. 4.2 Duty of disclosure for issuers General The issuer must, on its own initiative, promptly publish information in accordance with 4.5 by means of an announcement to the market in the event that the circumstances set out in 4.2.2, 4.2.3, 4.3, or occur. The issuer may delay publishing information as mentioned in section such as not to prejudice his legitimate interests, provided that such delay would not be likely to mislead the public and provided that the company is able to ensure the confidentiality of that information, cf. section Legitimate interests as referred to in the first paragraph may, in particular, relate to: a. Negotiations in course, or related elements, where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure. In particular, in the event that the financial viability of the company is in grave and imminent danger, although neither a decision to initiate judicial debt restructure proceedings having been made nor the company being insolvent, public disclosure of information may be delayed for a limited period where such a public disclosure would seriously jeopardise the interest of existing and potential shareholders by undermining the conclusion of specific negotiations designed to ensure the long-term financial recovery of the issuer. b. Decisions taken or contracts made which need the approval of an other body of the issuer in order to become effective, where the organisation of such an issuer require such separation, provided that a public disclosure of the information before such approval together with the simultaneous announcement that this approval is still pending would jeopardise the correct assessment of the information by the public. The issuer must on its own initiative immediately inform ABM of any delay in disclosing information, including the background for the decision to delay publication. The information mentioned in the previous sentence must be notified to ABM in writing. If the issuer has reasons to believe that information as mentioned in the first paragraph is known to or about to become known to unauthorised parties, the issuer must on its own initiative Page 17 of 26

18 immediately publish the information through an announcement to the market in accordance with section Inside information The issuer must, on its own initiative, promptly publish information by means of an announcement to the market in respect of any inside information that directly affects the issuer's bonds cf. section second to fourth paragraph Other material matters The issuer must immediately and at its own initiative after the proposal is adopted or a resolution has been made, publish information on the following by means of an announcement to the market: 1. Proposals and resolutions by the issuer s competent bodies and corporate actions much as mergers, demergers, conversion and not insignificant changes in the issuer s equity capital. 2 New issues of bonds, including information regarding guarantees or any other collateral issued, including the priority of the bonds. 3. Sale of or offer to sell a substantial portion of the issuer s assets or business activity and the result of the offer. 4. Application for listing of the bonds on a foreign stock exchange/market, and the result of such application if the bonds are listed on ABM. Any suspension or delisting from a foreign stock exchange/market. 5. Any decision to halt payments, open debt settlement proceedings, including private debt settlement proceedings, any resolution regarding voluntary debt settlement, compulsory debt settlement, public administration or insolvency proceedings on the part of the issuer. 6. Interest rate adjustments and other changes in the terms of the loan. 7. Substantial changes in the outstanding amount of the loan or the issuer s own holding in the loan. A new repayment plan must be enclosed if the change is of significance for the repayment plan. 8. Factors of material importance as regards mortgaged or pledged items, guarantees and other security furnished for the loan, including any new valuation of a mortgaged or pledged item, as well as other factors with a material bearing on the security of the bonds. 9. Factors of material importance as regards changes in the issuer s ownership structure. Page 18 of 26

19 10. Resolutions passed by a bondholders' meeting. 11. Change of name of the issuer. 12. Buy-back offers distributed to bondholders and the result of the offer. If the information mentioned above is regarded to be inside information, cf. section 4.2.1, delayed publication may be considered in accordance with the rules in section Notices to bondholders All notices issued to bondholders must be published by an announcement to the market at the same time as the notice is issued. 4.3 Financial statements Obligation to present annual reports and accounts and interim reports Issuers shall publish annual reports and accounts and interim reports in accordance with the relevant accounting legislation and the provisions laid down in these Rules. The annual accounts must be audited. Non-resident issuers may present annual reports, annual accounts and interim reports in accordance with the home state s accounting rules in the absence of any requirements to the contrary pursuant to the Norwegian Accounting Act. The annual accounts must be audited. If the issuer is the parent company in a group, interim reports must be prepared both for the parent company and the group. ABM may authorise the publication of interim reports for the parent company alone or the group alone provided the accounts that are not published do not contain essential additional information. An interim report must be prepared for at least the first six months of the financial year (half-year report). If the issuer produces interim reports for a shorter period than six months, such interim reports must be published in accordance with the requirements of this chapter. The requirement as to interim reporting does not apply to EEA states, municipalities or county municipalities. ABM may also grant exemptions in this respect for foreign municipalities or county municipalities. The issuer must ensure that no persons not concerned is given access to the accounts that are governed by this chapter 4.3 before publication. Page 19 of 26

20 4.3.2 Approval of annual reports and accounts and interim reports The board of directors or equivalent body s recommendation for the annual accounts must be available within three months of the end of the financial year. Other interim reports must be approved by the borrower s board of directors or equivalent body within two months of the end of the accounting period Publication of annual accounts, annual reports and interim reports Interim reports, including the board of directors or equivalent body s recommendation for the annual accounts and annual report, must be sent to ABM immediately they have been approved by the issuer s board of directors or equivalent body. The issuer must publish this information by means of an announcement to the market in accordance with section The annual report and accounts must be sent to ABM. ABM shall publish a notice stating that the annual report and accounts have been received in accordance with section If the auditor deems that the accounts should not be approved as they stand or has made comments, qualifications or reservations in the audit report, the issuer must publish an announcement to this effect in accordance with immediately the audit report is received. If the corporate assembly or committee of representatives has material objections, or the competent body does not endorse the annual accounts and the annual report, the issuer must publish an announcement to this effect in accordance with immediately after the proceedings are completed Information in addition to annual reports and accounts and interim reports Where a Norwegian issuer also presents annual and interim accounts based on other accounting principles, these accounts must also be published by an announcement to the market not later than the time when they are published elsewhere. Where an audit report or statement of limited scope review has been issued in connection with an interim report, this report or statement must be published by an announcement to the market immediately it becomes available Power to grant exemptions ABM may grant exemptions from sections to if called for by special circumstances. Page 20 of 26

21 4.4 Loan documentation, meetings of bondholders etc Availability of loan documentation The issuer undertakes to make the subscription documents, including the listing document, loan description and any loan agreement as well as any resolutions passed by meetings of bondholders available for inspection by bond holders throughout the period of the loan. ABM has the right to make such documents publicly available through publication on its web site Bondholder meetings The issuer shall simultaneously, at the latest, with sending summons to bondholders meetings give ABM information about such bondholders meetings. Summons, agenda and any other documents that are distributed to bondholders in connection with the bondholders meeting must simultaneously, at the latest, be published by means of an announcement to the market Rights of ABM in respect of bondholders' meetings Representatives of ABM shall be entitled to attend and speak at bondholders meetings Minutes from bondholders' meetings Resolutions made by the bondholders meetings must immediately be published by means of an announcement to the market. The minutes of bondholders meetings must be sent to ABM immediately they have been signed. Oslo Børs will not publish the minutes of the bondholders meetings. 4.5 Method of publishing information Publishing information ABM shall publish announcements to the market in such a way as to ensure that all players in the market have access to the information at the same time. Information to be published to the market shall be deemed to have been published once it has been received by ABM and distributed through ABM company message system, unless otherwise specified in these Rules. The issuer may distribute a representative extract of the information in its announcement to the market and distribute more detailed information as appendices to the announcement through the company message system. ABM may decide that instead of or in addition to such means as set out in the second paragraph first sentence, the information shall be deemed to have been published by other means provided the market is ensured identical information simultaneously, and the information is simultaneously transmitted to ABM. Page 21 of 26

22 The information must in addition be made available on the issuer s website after the information has been published. The issuer must not combine publication of information mentioned in first paragraph with marketing material in such a manner that may misguide. Publication outside the normal trading hours of ABM is subject to section Information that are confidential or secret in the interest of national security, relations with foreign states, or national defence, may not be published in accordance with the first, second, third and fourth paragraph Publication outside ABM trading hours Publication of announcements to the market outside ABM trading hours must take place in a satisfactory manner ensuring that the information becomes simultaneously and generally available. The information must moreover be received by ABM and be ready for publication in accordance with section before ABM opens on the following day Announcements to the market by the issuer The issuer must send information for publication as an announcement to the market either through ABM's company message system or by telefax or to ABM. The message must state who at the issuer ABM can contact in respect of the announcement if this is anyone other than the normal contact person at the issuer, cf. section The issuer is responsible for checking that ABM has published the announcement to the market before it allows information to be published on its own web site or distributed to news agencies, the media and similar channels. ABM reserves the right to require the issuer to distribute information in some other way, and in special circumstances ABM may allow the issuer to use other means of distribution. ABM reserves the right to issue more detailed rules on how information shall be distributed Language Norwegian issuers must provide the information to the market in Norwegian. Foreign issuers may provide information in the market in Norwegian, Swedish, Danish and/or English. The issuer may in certain circumstances decide to publish the information in English in addition to or in stead of Norwegian. The issuer must notify the market of any decision to change the language in which it publishes information. Page 22 of 26

23 5 PRICE QUOTATION 5.1 Trading on ABM Trading on ABM is governed by ABM Trading Rules. 5.2 Matching halt ABM may in particular circumstances decide to halt matching in one or more listed issues. Matching may be halted when announcements are to be made about the issuer or the loan, in the event of anomalous price movements, if it is suspected that players in the market have access to different information or other events. A matching halt shall be for as short a period as possible. ABM shall notify the market of the start and termination of matching halts and provide information on the reason for such actions. 5.3 Suspension of trading ABM reserves the right to suspend trading in one or more listed loans if the market does not have access to information on a particular loan or issuer on equal terms and conditions and in sufficient detail, or if other special circumstances warrant such a suspension. A decision to suspend trading must be notified to the issuer immediately. The decision may not be appealed. The issuer's obligations pursuant to these Rules remain in effect during the period of suspension. The issuer must keep ABM continually informed of developments in the circumstances that led to the suspension to the best of its knowledge. ABM shall immediately inform the market of any decision to suspend trading or to lift a suspension of trading. ABM shall, together with the issuer, seek to shed light on the circumstances justifying the suspension, and shall continuously evaluate the need to maintain the suspension decision. The suspension shall be lifted when it is no longer required and shall in no case last longer than 21 days. 5.4 Special observation If circumstances surrounding an issuer or a listed loan make pricing of the loan in question particularly uncertain, ABM may decide that further price quotation for the loan shall take place in a manner signifying that the issuer or the loan are under special observation. Page 23 of 26