23/09/2015 – At its meeting on 23 September the Board of Directors of Oslo Børs resolved to impose a violation charge of NOK 480, 000 on Sparebank 1 Østfold Akershus for a breach of the requirement for equal treatment.
The Board of Directors of Oslo Børs approved the following resolution: “A violation charge is hereby imposed on SpareBank 1 Østfold Akershus for a breach of the duty to treat holders of equity certificates equally pursuant to Section 2.1 of the Continuing Obligations, in an amount equivalent to three times the company’s annual listing fee, i.e. NOK 480, 000, cf. Stock Exchange Regulations, Section 31, and Continuing Obligations, Section 15.4.”
A brief summary of the case:
In May 2015 SpareBank 1 Østfold Akershus carried out a private placement with four existing holders of the bank’s equity certificates. The private placement, which resulted in 1, 666, 666 new equity certificates being issued at a price of NOK 105 per equity certificate, was in breach of the Securities Trading Act, Section 5-14 and Oslo Børs’ Continuing Obligations, Section 2.1.
The private placement has been evaluated in light of the principle of equal treatment contained in securities legislation in the Securities Trading Act, Section 5-14. The provision prohibits discriminatory treatment that is not objectively based in the issuer’s and holders’ mutual interests. Section 2.1 of Oslo Børs’ Continuing Obligations contains an identical rule on equal treatment. Oslo Børs has set out its understanding of the principle of equal treatment in detail in Circular 2/2014 with the intention of providing issuers with guidance on the content and scope of the equal treatment rule, with particular emphasis on carrying out private placements.
