Merkur Market Opening the doors to more companies Listing - - PowerPoint PPT Presentation

Merkur Market

Opening the doors to more companies

Listing alternatives for equities

Why Merkur Market?

• Quality stamp – admission process and transparent and
• rderly trading
• Provides a market-based valuation of the company
• Makes it easier for a company to raise equity in order to grow

and expand or to arrange a bank loan in order to restructure its balance sheet

• Many investors have policies that only allow them to invest in

companies traded on a marketplace

• Enables a company’s shares to be used as consideration in

connection with mergers and acquisitions

• Increases a company’s visibility

Main admission requirements (1/2)

Oslo Børs Oslo Axess Merkur Market NOTC NOTC F&F Spread of share

• wnership

25 % 25 % 15 % n/a n/a Number of shareholders 500 100 30 50 n/a Market cap. (MNOK) 300 8 n/a 20 < 100 Positive operating result n/a n/a n/a n/a n/a Liquidity 12 months 12 months Statement n/a n/a Due diligence Yes Yes Limited scope n/a n/a

Main admission requirements (2/2)

Oslo Børs Oslo Axess Merkur Market NOTC NOTC F&F History and activity Three years One annual or interim report One annual or interim report One year /

• pening balance

sheet n/a Financial reporting IFRS IFRS Recognized accounting standard Recognized accounting standard Recognized accounting standard Board of directors Two independent board members Two independent board members n/a n/a n/a Listing prospectus Yes Yes Simplified admission document n/a n/a Financial advisor required Not required, usual in practice Not required, usual in practice Merkur Advisor NOTC member NOTC member

Listing process and timeline

Day 10 - first day

• f trading

Day 8

• Final admission

document submitted Day 3

• Meeting with

managment Day 1

• Application for

trading

• Draft admission

document Preparatory activities

• Due diligence
• Corporate

decisions

• Engage Merkur

Advisor Standard process, 10 trading days: Fast-track listing, 5 trading days:

• Identical requirements
• Deadlines to be agreed with Oslo Stock Exchange

Conduct rules pursuant to the Securities Trading Act

• Prohibition against misusing

inside information

• Duty of confidentiality and due

care in handling inside information

• Prohibition against market

manipulation

Continuing obligations

MAIN OBLIGATIONS UNDERTAKEN BY THE COMPANY WHEN ADMITTED TO TRADING ON MERKUR MARKET

Duty of disclosure

• The company shall without delay and on its own initiative publicly disclose

inside information

• Delayed publication possible
• Operate an insider list, which shall be available on request
• Publicly disclose annual report and semi-annual report within respective five

and three months after end of period

• Duty to notify transactions by the company in its own shares and transactions

by primary insiders

• Detailed announcements regarding transactions, with threshold of 25%
• Corporate actions
• Dividends, share issues etc.
• Material transactions with close associates must be publicly disclosed

Merkur Advisors

Complete list of Merkur Advisors available at: https://www.oslobors.no/ob_eng /Oslo-Boers/Listing/Shares- equity-certificates-and-rights-to- shares/Merkur-Market/Merkur- Advisors

• Assists the company in the admission process
• Helps ensure the process is managed professionally, and

lightens management’s workload so the company can remain operationally focused

• Broking firms that are members of Oslo Børs or Merkur

Market, and that are authorised to provide corporate finance services, are eligible for approval as Merkur Advisors

• Other broking firms that are authorised to provide

corporate finance services can apply to Oslo Børs to be approved as Merkur Advisors

Investment mandates

• UCITS funds can invest in companies trading on Merkur

Market

• Section 6-5 (1) no. 2 of the Securities Funds Act: «A security

fund’s assets may be invested in financial instruments which «are traded on another regulated market in an EEA state which functions regularly and is open to the public».

• UCITS funds are in such circumstances imposed a duty of

activity to carry out a concrete assessment of the requirements to the shares such that the conditions set out in section 6-1 of the Securities Funds Regulations are fulfilled

• The shares’ liquidity such that the unit holders’ redemption right is

attended to, determination of value, available information and negotiability

• The Norwegian Financial Supervisory Authority (Nw.

Finanstilsynet) gave a clarification in November 2016

Fiscal matters

• Neutral for tax purposes for investors and equal to

unlisted shares when calculating asset value

• Based on the shares’ proportion share of the company’s

recognized asset values for tax purposes

• Equity capital certificates deviate, as the market value

as of 1 January of the assessment year shall apply

• If the market value is not known, the value is set to assumed sales

value

• The Norwegian Directorate of Taxes (Nw.

Skattedirektoratet) has given a statement of interpretation

Transferring or removal from trading

• Transferring from Merkur Market to Oslo Børs/Oslo

Axess

• Reduced listing fee
• Pre-listing meeting not required
• Possibility of exemptions from due diligence requirements
• Removal from trading of companies on Merkur

Market

• The company’s general meeting must pass a resolution with

the same majority as required for changes to its articles of association

• Companies that are listed or have been approved for listing
• n another recognized marketplace can be removed from

trading upon application by the company without the matter having to be considered at a general meeting

• Generally lower threshold for removal from trading on

Merkur Market relative to Oslo Børs/Oslo Axess

Fees

NOT EXHAUSTIVE LIST

• Admission fee
• Annual fee
• Other fees
• Mandatory introductory course
• Share capital increas
• Admission to trading of subscrition rights
• Reports on continuing eligibility for

admission to trading in relation to material changes in the company

• Application for exemption from

Continuing Obligations

• Full fee schedule available at

www.oslobors.no

50 000 100 000 150 000 200 000 250 000 300 000 350 000 400 000 450 000 500 000 550 000 600 000 650 000 1 20 50 100 200 300 400 500 700 900 2 000 4 000 6 000 8 000 100 000 200 000 300 000 400 000 500 000 600 000 700 000 COMPANY MARKET CAP (NOK MILL) Admission fee (NOK, left axis) Annual fee (NOK, right axis)