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 orderly 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 25 % 25 % 15 % n/a n/a ownership Number of 500 100 30 50 n/a shareholders Market cap. 300 8 n/a 20 < 100 (MNOK) Positive operating n/a n/a n/a n/a n/a result 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 One year / History and One annual or One annual or Three years opening balance n/a activity interim report interim report sheet Recognized Recognized Recognized Financial reporting IFRS IFRS accounting accounting accounting standard standard standard Two independent Two independent Board of directors n/a n/a n/a board members board members Simplified Listing prospectus Yes Yes admission n/a n/a document Financial advisor Not required, Not required, Merkur Advisor NOTC member NOTC member required usual in practice usual in practice

Listing process and timeline Standard process, 10 trading days: Preparatory Day 10 - first day Day 1 Day 3 Day 8 of trading activities • Due diligence • Application for • Meeting with • Final admission trading managment document • Corporate submitted decisions • Draft admission document • Engage Merkur Advisor Fast-track listing, 5 trading days: • Identical requirements • Deadlines to be agreed with Oslo Stock Exchange

Continuing obligations MAIN OBLIGATIONS UNDERTAKEN BY THE COMPANY WHEN ADMITTED TO TRADING ON MERKUR MARKET Duty of disclosure Conduct rules pursuant to the Securities Trading Act • The company shall without delay and on its own initiative publicly disclose inside information • Prohibition against misusing • Delayed publication possible inside information • Operate an insider list, which shall be available on request • Publicly disclose annual report and semi-annual report within respective five • Duty of confidentiality and due and three months after end of period care in handling inside information • Duty to notify transactions by the company in its own shares and transactions by primary insiders • Prohibition against market • Detailed announcements regarding transactions, with threshold of 25% manipulation • Corporate actions • Dividends, share issues etc. • Material transactions with close associates must be publicly disclosed

Merkur Advisors Complete list of Merkur Advisors available at: • Assists the company in the admission process https://www.oslobors.no/ob_eng • Helps ensure the process is managed professionally, and /Oslo-Boers/Listing/Shares- lightens management’s workload so the company can equity-certificates-and-rights-to- remain operationally focused shares/Merkur-Market/Merkur- Advisors • 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 on 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 700 000 650 000 600 000 • Annual fee 600 000 550 000 • Other fees 500 000 500 000 • Mandatory introductory course 450 000 • Share capital increas 400 000 400 000 • Admission to trading of subscrition rights 350 000 • Reports on continuing eligibility for 300 000 admission to trading in relation to 300 000 material changes in the company 250 000 • Application for exemption from 200 000 200 000 Continuing Obligations 150 000 100 000 100 000 • Full fee schedule available at 50 000 www.oslobors.no 0 0 1 20 50 100 200 300 400 500 700 900 2 000 4 000 6 000 8 000 COMPANY MARKET CAP (NOK MILL) Admission fee (NOK, left axis) Annual fee (NOK, right axis)