As from today, companies listed on marketplaces operated by the Oslo Stock Exchange (Oslo Børs, Oslo Axess, Markur Market, Nordic ABM) must observe a change in how the rules relating to the duty to publicly disclose inside information “without delay” pursuant to Section 5-2 of the Norwegian Securities Act shall be interpreted.
Contrary to how this previously has been practised by the Oslo Stock Exchange, the new rules applicable from today require issuers to publicly disclose inside information without delay regardless of whether or not it arises during exchange trading hours. The requirement does not, however, impose on issuers a general duty to be ready to disclose inside information both day and night. However, in instances where issuers expect a certain event to take place or are aware in advance that an event will take place, the issuer must make preparations in advance to ensure information is quickly and securely managed.
Publication of annual and half-yearly reports as well as other interim reports can still under the new practise be approved by the companies’ boards of directors following the end of exchange trading hours and then be published before the start of exchange trading hours on the following trading day. In the event of weekends and public holidays, the reports must be made public no later than the morning the day after – even though the exchange is closed. For the avoidance of doubt, in the event the financial report is approved by the applicable corporate body during exchange trading hours, the report will have to be published as soon as possible in the same way as before the change in practice.
As a consequence of the new practice, issuers and investment banks involved in private placements that take place after exchange trading hours should observe that the current market practice of not publishing the “completion” announcement until early the following morning before the start of exchange trading hours may have to be changed. Issuers will still normally be able to invoke delayed publication regarding the level of interest in the order book etc. until the board’s decision on allotment and the private placement is available, but will not be able as a matter of course to wait until the morning following the board’s decision to publicly disclose that the private placement has been completed. Following the change, the cut-off time for when public disclosure must take place will normally be when the board has made its decisions on the price, volume, allotment and any other significant matters. Other processes, including finalising the stock exchange announcement, must therefore be adapted to this.
The above change in practice also effects the Continuing obligations for Oslo Børs, Oslo Axess, Nordic ABM and Merkur Market where there is a requirement for specific corporate actions etc. to be “immediately” publicly disclosed, regardless of whether the information is deemed to constitute inside information - which is to say that, unless the conditions for delayed publication are met, it will no longer be possible to delay publication until before the start of exchange trading hours on the following day.
Lars André Gjerdrum
Head of Equity Capital Markets