At its meeting on 21 November 2012, the Board of Directors of Oslo Børs resolved to impose a violation charge on Norse Energy Corporation ASA for breach of the duty to publish an information document and a detailed stock exchange announcement within the stipulated deadlines, and a breach of the duty to submit a report to Oslo Børs regarding continued listing within the stipulated deadline.
On 21 November 2012 the Board of Oslo Børs made the following resolutions:
“A violation charge is imposed on Norse Energy Corporation ASA for the following breaches of Continuing Obligations of stock exchange listed companies:
- i. the duty to publish an information document before the stipulated deadline, cf. Continuing Obligations section 3.5.4
- ii. the duty to publish a detailed announcement before the stipulated deadline, cf. Continuing Obligations section 3.4.3
- iii. the duty to give Oslo Børs a report regarding continued listing at the exchange, cf. Continuing Obligations section 12.1.
The violation charge is set to the equivalent of two times the company’s annual listing fee, i.e. NOK 280, 000 cf. the Stock Exchange Regulations Section 31 and the Continuing Obligations of stock exchange listed companies Section 15.4.”
This decision may be appealed to the Stock Exchange Appeals Committee pursuant to the provisions of Chapter 8 of the Stock Exchange Regulations. Any appeal must be submitted within two weeks.
A brief summary of the case: Norse Energy Corporation issued an announcement on 15 March 2012 stating that it had entered into an agreement to sell its assets in New York State to EmKey Resources LLC. The sale was related to the company’s production operations, gathering system and pipelines in central New York. The consideration for the sale was USD 37 million, and the buyer was to receive a three-year warrant to purchase 81 million shares in Norse Energy Corporation at a strike price of NOK 0.40.
The sale was of such a size that it triggered the obligation to publish a detailed stock exchange announcement and an information document, in addition to provide Oslo Børs with a report on whether the company continued to comply with the requirements for continued listing. All deadlines for these documents were exceeded in violation of the applicable provisions in Continuing Obligations of stock exchange listed companies.
According to Continuing Obligations section 3.5.4, the company should publish an information document no later than 20 days after the conclusion of the contract. The company applied for an extension to 30 April 2012, but the information document was not made public within this deadline either. The document was made public 15 June 2012, approx. 7 weeks after the extended deadline.
According to Continuing Obligations section 3.4.3, the company should publish a so-called extended stock exchange announcement no later than three days after the conclusion of the contract. The company published an announcement on 17 May 2012, approx. 8 weeks after the deadline.
According to Continuing Obligations section 12.1, the company should also provide Oslo Børs with a statement in respect of continued listing within 5 days after the conclusion of the contract. Such a statement was first given 15 June 2012, approx. 12 weeks after the deadline.
The company has also on a previous occasion regarding asset sales in February 2011 violated all three provisions and received on the on 3 June 2011 a letter from Oslo Børs criticizing the delays. This has been taken into consideration in assessing the violation charges, in addition to the fact that the delays for the company to fulfill its obligations were substantial.
The minutes of the Board’s consideration of this case will be made available on the Oslo Børs web site in due course under the heading ‘Regulations’, sub-heading ‘Decisions and Statements’.