Listing requirements and
check-list
Appendix to report dated:
Company:
Manager:
Legal counsel:
Ref. to
listing
rules:
Listing requirements (the minimum
requirements for stock-exchange-listing
follows the stock exchange regulation section
2-1. The requirements are detailed in the
Listing rules)
Are the
conditions
clearly
Reference to
fulfilled on the
description in the report
time of the
report?
(YES/NO)
General conditions
2.1.1
Public interest, regular trading and suitability for
listing
Shares issued by a public limited liability company or an
equivalent foreign company may be admitted to stock
exchange listing provided the shares are assumed to be
of public interest and are likely to be subject to regular
trading. When making this decision, Oslo Børs will also
attach importance to the company’s financial condition
and other factors of significance for whether the shares
are suitable for listing.
2.1.2
Company’s legal standing
The company’s legal standing must satisfy the formal
requirements applicable to the company in terms of both
its incorporation and the business purpose set out in its
articles of association.
Commercial criteria
2.2.1
Market value
The market value of the shares for which admission to
listing is sought must be assumed to be at least NOK 300
million for listing on the Main List and at least NOK 8
million for listing on the SMB List. If the market value
cannot be estimated, the company’s balance sheet equity
capital in the last published annual accounts must be of at
least the required value. If the company has issued an
interim report since its last published annual accounts and
Oslo Børs deems the report to be satisfactory, the book
equity shown in the interim report may be used.
2.2.2
Equity capital
The company’s equity capital situation must be
satisfactory in the view of Oslo Børs. When evaluating the
company’s equity capital situation, Oslo Børs will take into
account the normal situation for companies in the same
industry, covenants set out in the company’s loan
agreements and any other matters that Oslo Børs may
consider relevant to the company in question.
2.2.3
Liquidity
High-growth companies and companies in a precommercial phase must have secure access to sufficient
liquid assets to continue the business activities in
accordance with their planned scale of operation for at
least 18 months. Other companies must demonstrate that
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they will have sufficient liquidity to continue the business
activities in accordance with their planned scale of
operation for at least 12 months.
2.2.4
Annual accounts and interim accounts
The company must have published annual accounts and
annual reports for the last three years.
The company must have produced an interim report in
accordance with the requirements set out in section 5.1 of
Continuing Obligations for the most recent quarter before
the application for admission to listing is submitted.
If the company is applying for a primary listing on Oslo
Børs, the most recent interim report must be subject to a
limited scope audit. If the company is applying for a
secondary listing on Oslo Børs, the most recent interim
report must be subject to a limited scope audit if Oslo
Børs so requires. This will be particularly relevant in
situations where the company has undergone significant
changes since the last published annual accounts, for
example through merger, demerger or other significant
changes to its activities.
2.2.5
Positive operating result
For admission to listing on the Main List, the company
must have reported a positive operating result for at least
one of the last three years.
In exceptional circumstances, a company may be
admitted to listing on the Main List even if it has not
reported a positive operating result for at least one of the
last three years. The Board of Oslo Børs may, upon
application, grant an exemption from the requirement in
respect of a positive operating result where it deems that
this is in the interest of the general public and investors,
and where investors have access to sufficient information
to make a well-informed assessment of the company, its
activities and the shares for which admission to listing is
sought. The Board may take into account factors including
the expected liquidity of the shares, the spread of
ownership and the company’s market value when
considering whether to grant such an exemption.
2.2.6
Auditor’s report
A company will not normally be admitted to listing if the
auditor’s report on the most recent annual accounts
expresses a qualified opinion. If the auditor’s report does
not express a qualified opinion but includes comments on
specific points, Oslo Børs will consider whether these
comments are of such a serious character that the
company cannot be deemed suitable for listing.
Requirements for the company’s activities and
management
2.3.1
The company must have existed for at least three
years
The company must have existed for at least three years
prior to the date of the application for admission to listing.
The Board of Oslo Børs may grant an exemption from the
requirement in the first paragraph if the company can
demonstrate continuity in its actual activities for at least
three years and its activities are presented by way of pro
forma accounts. The pro forma accounts must be
reviewed by the auditor and be accompanied by the
auditor’s statement. Oslo Børs reserves the right in such
cases to require the company to produce a soundly based
forecast for the next year’s earnings.
The first paragraph does not apply if the Board of Oslo
Børs has granted an exemption for the requirement for
three years’ activity set out in section 2.3.2.
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2.3.2
Requirement for three years’ activity
The company must have operated the major part of its
activities for at least three years prior to the date of the
application for admission to listing.
The Board of Oslo Børs may grant an exemption from the
requirement in the first paragraph where it deems that
this is in the interest of the general public and investors,
and where investors have access to sufficient information
to make a well-informed assessment of the company, its
activities and the shares for which admission to listing is
sought. If such an exemption is granted, Oslo Børs may
require the company to produce pro forma accounts. The
pro forma accounts must be reviewed by the auditor and
be accompanied by the auditor’s statement. Oslo Børs will
decide the number of years for which such pro forma
accounts and auditor’s statements shall be produced. Oslo
Børs reserves the right in such cases to require the
company to produce a soundly based forecast for the next
year’s earnings
2.3.3
Management
The individual members of the company’s board of
directors and executive management must not be persons
who, through their previous conduct or activities, have
acted in such a manner as to make them unfit to
participate in the management of a listed company.
There should be sufficient continuity in the company’s
management for the market to expect organisational
stability in the period immediately following the
company’s admission to listing. The company must have
sufficient expertise to satisfy the requirements for the
correct and proper management and distribution of
information. The company should also be organised so
that Oslo Børs has access at all times to the officer of the
company responsible for contact with Oslo Børs or some
other representative of the company’s management, and
should ensure that the persons in question can be
reached without undue delay.
The company must have procedures in place and be
organised to ensure that the company’s management and
the officer responsible for disclosing information to the
market become aware of essential information without
undue delay.
Moreover, the company must have sufficient technical
expertise to produce financial accounts, including interim
accounts, which satisfy the requirements of the Stock
Exchange Regulations, the Oslo Børs Rules and relevant
accounting regulation. The company must in addition
organise its internal financial management to ensure that
financial reporting is produced with sufficient quality and
with sufficient speed.
The company must normally have appointed a chief
executive officer before making application for admission
to listing.
2.3.4
Composition of the board of directors
Companies that apply for admission to listing on Oslo
Børs are expected to have an independent board of
directors in accordance with the Norwegian Code of
Practice for Corporate Governance. The composition of a
company’s board should be such as to allow it to operate
independently of special interests.
2.3.5
Management companies
If the company’s management functions are entrusted to
another party, the company may be admitted to stock
exchange listing subject to the following conditions:
The company shall through its organisation, articles of
association, agreement or other necessary action ensure
that the party responsible for the company’s activity, or
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for any part of it, is under an obligation to comply with
Section 5–7 of the Stock Exchange Act and with any other
rules to which the company would have been subject had
the company itself conducted its activity or operations.
The company shall guarantee that any breach of the
Stock Exchange Act and the Stock Exchange Regulations
which is caused by the party responsible for its operation
or activity shall for the purposes of Section 5–12 and
Section 5–13 of the Stock Exchange Act be treated as if
the breach had been committed by the company.
The company must provide an account of which
management functions will be carried out by the
management company and which will be carried out by
the company making the application for listing. Oslo Børs
will evaluate the competence of the management
company to satisfy the requirements for proper
information management and disclosure as well as the
access to and availability of the contact person where
such services are provided by the management company
in the same way as it assesses the requirements for a
company applying for admission to listing. Any
interdependence or relationships between the
management company and the members of the
company’s board of directors must be identified in the
statement issued by the company pursuant to section
2.3.4.
Where a company that applies for admission to listing
intends to entrust its routine management to a
management company, both the company applying for
admission to listing and the management company must
enter into a contractual agreement with Oslo Børs to
regulate the responsibilities and duties of the issuing
company and the management company vis-à-vis Oslo
Børs.
Shares
2.4.1
25% spread of share ownership
At least 25% of the shares for which admission to listing
is sought must be distributed among persons who are
neither associated with the company nor hold, individually
or together with their close associates, more than 10% of
the share capital or voting capital of the company (“large
shareholders”). Persons deemed to be associated with
the company include members of the company’s
executive management and board of directors and their
close associates. 'Close associates' means such persons
and companies as mentioned in Section 1-4 of the
Securities Trading Act.
Oslo Børs may waive the 25% threshold for admission if
the required spread of share ownership can be expected
within a short period of time, or if the shares are
nonetheless deemed suitable for listing because the
company has issued a large number of shares of the
same class that are widely distributed among the public.
2.4.2
Spread of share ownership - number of holders of
at least one round lot
The company’s shares must, at a minimum, be held by
the following number of shareholders each holding at
least one round lot.
Main List
SMB List
Primary Capital
Certificate List
Round Lot
1,000 round lot holders
100 round lot holders
200 round lot holders
Shares equivalent to approximately
NOK 10,000 cf. Norex Member Rules
5.4.1
Shareholders that are associated with the company, cf.
section 2.4.1, cannot be included in the number of round
lot holders stipulated above.
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2.4.3
Shares in the same share class
An application for admission to stock exchange listing
must include all shares in the share class for which listing
is sought. If the company has more than one class of
shares, the criteria for admission to listing must be
satisfied for each class of shares for which listing is
sought.
2.4.4
Free transferability of shares
Shares listed on Oslo Børs shall in principle be freely
transferable. If the company pursuant to its articles of
association, law or regulations made pursuant to law, has
been given a discretionary right to bar a share acquisition
or to impose other trading restrictions, such right may
only be exercised if there is sufficient cause to bar the
acquisition or to impose other trading restrictions and
such imposition does not cause disturbances in the
market.
2.4.5
Voting rights for shares
If the company pursuant to its articles of association, law
or regulations made pursuant to law, has been given a
discretionary right to bar the exercise of voting rights,
such discretionary right may only be exercised if there is
sufficient cause.
2.4.6
Minimum price at the time of admission to listing
The shares for which admission to listing is sought must
have an expected share price at the time they are
admitted to listing of at least NOK 10.
2.4.7
Registration of share capital with a securities
registry
The Company’s shares must be registered with the
Norwegian Central Securities Depository
(“Verdipapirsentralen”) or another securities registry
approved by Oslo Børs.
Additional conditions
2.6
Application for a new issue/distribution sale
Any share issue/distribution sale carried out in connection
with admission to listing must be carried out before the
shares are admitted to listing. This means that the
increase in share capital must be registered with the
Register of Business Enterprises and entered into the
securities registry.
2.7
Listing of shares prior to a new issue (“If issued”
and “When issued” listings)
Oslo Børs may agree to admit new shares to listing after
they have been allotted but before they are fully paid-up
and registered with the Register of Business Enterprises
and the securities registry.
Admission to listing in such a situation is conditional on:
The entire amount to be raised by the share issue must
be fully underwritten. The underwriting guarantee must
be unconditional save for normal force majeure
exemptions.
The company must specify when the transfer of shares to
the accounts of successful subscribers will take place with
the securities registry following payment subsequent to
the date of listing.
The invitation to subscribe for shares must include a
description of the risks associated in the event that
agreed trades have to be reversed.
The company must publish a stock exchange
announcement that provides further details on technical
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settlement arrangements, including details of any
differences in settlement arrangements for different types
of investors and any other matters of significance for the
listing of the shares and trading.
The company registration certificate or equivalent
document, together with a legal opinion if so requested,
must be submitted to Oslo Børs as soon as it is available.
Admission to listing in such a situation is also conditional
on Oslo Børs being satisfied that there is only a very small
risk that the share issue will not be successful, and that
admission to listing will be in the interest of investors.
A company considering an “If issued” or “When issued”
listing must consult Oslo Børs as early as possible in the
process of applying for admission to listing. Oslo Børs
may agree exemptions from the conditions set out above
in special circumstances.
The provisions of this section 2.7 shall also apply to the
issue of interim certificates and depository receipts to the
extent applicable.
4
Specific requirements for primary listing of foreign
companies
Foreign companies may apply for a primary listing on Oslo
Børs.
The conditions for admission to stock exchange listing
apply in an equivalent manner to foreign companies.
Foreign companies must enter into a standard listing
agreement for a primary listed company with Oslo Børs
before the company’s shares can be admitted to listing.
Foreign companies with a primary listing on Oslo Børs
should normally register the entire share capital that is to
be listed on Oslo Børs with the Norwegian Central
Securities Depository or another securities registry
approved by Oslo Børs.
The listing prospectus must include information on legal
matters that are of significance for the company,
including the legislation and regulations that apply to the
foreign company and its shareholders.
Before shares in a foreign company can be listed, the
company must provide a legal opinion addressed to Oslo
Børs. The legal opinion must confirm that the company’s
shares are validly and legally issued, non-assessable, fully
paid-up and correctly registered with the relevant
securities registry, and must also confirm that the listing
agreement is binding on the company and that there are
no formal obstacles to the foreign company performing its
obligations pursuant to this agreement. The wording of
the legal opinion must be approved in advance by Oslo
Børs.
5
Specific requirements for a secondary listing
A Norwegian or foreign company that has a primary
listing on a stock exchange or other regulated market
recognised by Oslo Børs can apply for a secondary listing
on Oslo Børs.
The conditions for admission to stock exchange listing
apply in an equivalent manner to companies seeking a
secondary listing. The company must enter into a
standard listing agreement for a secondary listed
company with Oslo Børs before the company’s shares can
be admitted to listing
In the case of a secondary listing, the requirement for
spread of shares set out in section 2.4.2 applies to the
whole company, but such that a minimum of 100
shareholders holding at least one round lot must have
their shares registered with the securities registry. The
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requirement set out in section 2.4.6 for a minimum share
price of NOK 10 does not apply to companies with a
secondary listing on Oslo Børs.
If the company in question is a foreign company, the
listing prospectus must include information on legal
matters that are of significance for the company,
including the legislation and regulations that apply to the
foreign company and its shareholders.
Before shares in a foreign company can be admitted to
listing, the company must provide a legal opinion
addressed to Oslo Børs. The legal opinion must confirm
that the company’s shares are validly and lawfully issued,
fully paid-up and correctly registered with the relevant
securities registry, and must also confirm that the listing
agreement is binding on the company and that there are
no formal obstacles to the foreign company performing its
obligations pursuant to this agreement. The wording of
the legal opinion must be approved in advance by Oslo
Børs.
Additional factor # 1:
Related parties
An evaluation is to be carried out – comprehensive report
presented.
Additional factor # 2:
Company that contracts to acquire or dispose of
significant asset or activity in the application
period, or is under merger/demerger
An evaluation is to be carried out.
Additional factor # 3:
Legal proceedings
If the company is involved, or has been notified that it
may become involved, in legal proceedings that may be of
significant importance to the company if it is decided in
the company’s disfavour, information must be provided
and a special evaluation carried out .
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