Enclosed with this Circular are revised versions of the following sets of rules as approved by Oslo Børs on 23 May 2012:
(i) Oslo Børs Bond Rules
(ii) ABM Rules
In Section 2 below the material changes that have been made to the Oslo Børs Bond Rules are discussed, whereas in Section 3 below the material changes that have been made to the ABM Rules are discussed.
The approved new versions of the rules corresponds, in terms of the material changes involved, to the proposals distributed for consultation on 11 April 2012, however such that some adjustments and clarifications have been made on the basis of comments received during the consultation process.
A proposal for a Recommendation on transactions by borrowers in their own bonds, was distributed for consultation at the same time as the rules mentioned above. The draft recommendation was prepared on the basis market participants having expressed that there was a need for clearer guidelines in respect of bond buy-backs. Following review of the comments received during the consultation process, Oslo Børs is of the view that further work is required before adopting a recommendation with respect of bond buy-backs. The revised rules will come into force as from 1 July 2012.
2 Changes to the Oslo Børs Bond Rules
2.1 Exemption from the requirement to have an audit committee
The Bond Rules do not currently reflect the exemptions from the requirement to have an audit committee for issuers of which falls within the scope of the exemptions in Section 3-11a of the Norwegian Financial Institutions Act, or similar exemptions under the laws of other EEA member states. Oslo Børs has accordingly included the same exemptions as is permitted by the Financial Institutions Act as exemptions under the Bond Rules Section 2.5 (as a listing requirement) and Section 3.1.9 (as a continuing obligation). 845375 2/3
2.2 Loan document where the issuer is exempt from the requirement to prepare an EEA prospectus Where an issuer is exempted from the duty to prepare a prospectus pursuant to Section 7-6 of the Securities Trading Act, the issuer is required to prepare a loan document pursuant to Section 2.10 of the Bond Rules. The requirements for the content of the loan document currently only cover the information necessary to evaluate the terms and conditions of the loan.
Oslo Børs is therefore given the authority in the Bond Rules to require that information about the issuer is included in the loan document. This will only apply to issuers that do not already have a bond loan, shares or equity capital certificates listed on Oslo Børs or Oslo Axess or on some other recognised exchange or regulated marketplace, or a bond loan listed on Oslo ABM. In the case of Norwegian municipalities that under Norwegian legislation cannot become insolvent, there will continue to be no requirement for the loan document to provide detailed information about the municipality.
2.3 Registration of debt issuance programs and applications for admission to listing Section 5 of the Bond Rules allows issuers to apply to register debt issuance programs. Oslo Børs adds a new paragraph to Section 5 of the Bond Rules to make it possible for the registration of the debt issuance program to be accompanied by an application for listing of all the bond loans that may be issued under the terms of the program during the validity of the base prospectus and the registration of the program. When considering such an application, Oslo Børs will evaluate the suitability of all the loans that that can be issued under the program at the time of application. If the application is approved, it will then no longer be necessary to make separate applications for the listing of each loan to be issued under the program.
There will still be requirements for certain confirmations and formal procedures to be carried out in connection with the listing of each loan, and it will be a condition for each such listing that there have been no significant changes in the borrower of significance for whether the bonds are suitable for listing leading up to the issue of the loan in question, and that the general listing requirements, cf. Section 2 of the Bond Rules, are satisfied at the time of the issue of the loan in question. It will still be possible to register debt issuance programs that allow the issuer to issue both loans that are eligible for admission to listing and loans that are not eligible for admission to listing, but such programs will require separate application for admission to listing of each loan in accordance with the normal process for admission to listing.
2.4 Changes to the Bond Rules in connection with the implementation of changes to the Transparency Directive etc. Implementation in Norwegian legislation of changes to the Transparency Directive and the Prospectus Directive will have some impact on the Bond Rules. One consequence of this implementation will be that the requirement in the Bond Rules for an annual overview, cf. Section 3.4, will be deleted, and that the threshold for the exemption from providing information in Norwegian for issuers of bonds with nominal value of at least EUR 50, 000 will be increased to EUR 100, 000. These changes are also described in the 845375 3/3 circular 12/2011. The necessary changes to the Bond Rules will be made in conjunction with the changes to Norwegian legislation.
3 Changes to the ABM Rules
Section 3.5.1, first paragraph, of the ABM Rules stipulates that issuers with loans listed on Oslo ABM must use Oslo Børs NewsPoint when publishing information. Oslo Børs opens up to allow information to be published in other ways, bringing the requirements into line with the current requirements for the Oslo Børs marketplace. The rationale for this change is that Oslo Børs considers it appropriate for the rules and practice of the Oslo Børs and Oslo ABM marketplaces for disclosure by borrowers to be as similar as possible.
Other changes to the ABM Rules include making it possible for an application to register a debt issuance programs to include application for admission to listing of all bond loans issued under the terms of the program, which represents an equivalent change to the change for the Bond Rules as described in section 2.3 of this circular.
In addition, the ABM Rules will be amended to increase the EUR 50, 000 threshold for the content of the listing document in Sections 2.7.2 and 2.7.3, and for the exemptions from financial reporting at Section 3.4.5, to EUR 100, 000 in accordance with the changes in the Bond Rules that result from the changes to the Transparency Directive, cf. section 2.4 of this circular.
These changes serve to ensure that the rules for the Oslo ABM and Oslo Børs marketplaces continue to be as similar as possible.
OSLO BØRS ASA
Øivind Amundsen, Senior Vice President Legal Affairs