NASDAQ NORDIC MAIN MARKET
The requirements set out in 2.2 and 2.4–2.15
Board of Directors
Any references to the Board of Directors in this Rulebook should be read as a reference to the supreme governing body of the Issuer regardless of whether that body is a board of directors or a supervisory board.
Exchange / Exchanges
Nasdaq Stockholm AB, Nasdaq Helsinki Ltd, Nasdaq Copenhagen A/S and Nasdaq Iceland hf. (collectively the “Exchanges” and individually the “Exchange”).
An explicit figure for the current financial period and/or following financial periods. It could indicate a figure or a minimum or maximum figure for the likely level of profits, losses or other key figures for the current financial period and/or following financial periods.
A general description of the Issuer’s expected future developments.
The issuer of Shares.
Conditions for sufficient demand and supply in order to facilitate a reliable price formation process.
Liquidity Provider / Liquidity Provision
A trading member at the Exchange that has entered into an agreement with an Issuer regarding liquidity provision in accordance with the Exchange’s framework.
Regulation of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation).
Any regulated market, MTF or other trading venues, at which the Issuer has applied for admission to trading.
Directive of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
Multilateral Trading Facility / MTF
A multilateral trading facility (MTF) as defined in MiFID II.
The Nasdaq group of companies, operating under the parent company Nasdaq, Inc.
Nasdaq Copenhagen A/S
Nasdaq Helsinki Ltd
Nasdaq Iceland hf
Nasdaq Stockholm AB
Regulation of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
The term “public hands” means a person who directly or indirectly owns less than 10 % of the Shares or voting rights. All holdings by natural or legal persons that are closely affiliated or otherwise expected to employ concerted practices in respect of the Issuer shall be aggregated for the purpose of the calculation. All holdings of members of the Board of Directors and executive management of the Issuer, as well as any closely affiliated legal entities, such as pension funds operated by the Issuer itself, are not included. Holders of the Shares who have committed not to divest their Shares during a protracted period of time (so-called lock-up) are also not included.
Official List/Official Listing
Admission of securities to official stock exchange listing in accordance with directive of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities.
Other Disclosure Requirements
The requirements set out in 3.3–3.10.
Shareholders individually owning Shares with a value of at least EUR 500.
This Nordic Main Market Rulebook for Issuers of Shares and its Supplements.
Shares and depositary receipts admitted to trading at the Exchange.
Registered share capital of all shares in all classes in an Issuer regardless of whether all share classes are admitted to trading at the Exchange.
Special Purpose Acquisition Company.
Supplements to this Rulebook relating to each individual Exchange.
Directive 2004/109 of the European Parliament and of the Council on harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
According to EU legislation, as implemented in national laws and regulations, an operator of a regulated market shall have clear and transparent rules for the admission to trading of financial instruments on that market. Financial instruments may be admitted to trading only where conditions exist for fair, orderly and efficient trading. Where the financial instruments consist of transferable securities, they also need to be freely negotiable.
Through this Rulebook, the Exchanges give effect to the legislative requirements in relation to the regulated markets operated by them. In Nasdaq Helsinki trading is arranged on the Official List1.
The Rulebook includes the specific Admission Requirements for Issuers and Shares as well as disclosure obligations. The rules are harmonized between the Exchanges to contribute to creating a Nordic equity market with greater opportunities for Issuers to attract capital. However, because of special requirements in, inter alia, national legislation or other differences in the regulatory framework in a specific jurisdiction, some additional local rules apply on the respective regulated market. These rules are found in the Supplements.
The rules are adapted to existing EU legislation, such as MAR, MIFID II, the Market Abuse Directive2, the Transparency Directive, and the Takeover Directive3. Any references to the said acts, or any other EU legislation or national legislation shall be construed as those in force at the relevant time.
In order to simplify the application of the rules, the rule text is in some cases followed by guidance4 written in italics5. In addition to the guidance, the Exchange may also issue separate guidelines and Q&As on the application of the rules and current applicable practice6.
The latest updated version of the Rulebook, and admission forms, can be found on the Exchange’s website: http://nasdaq.com
Additionally, see Supplement B for the segment of the regulated market of Nasdaq Helsinki called Prelist. The regulated market of Nasdaq Helsinki includes also a segment for SPACs (rule 2.18).
Directive 2014/57 of the European Parliament and of the Council on criminal sanctions for market abuse (market abuse directive).
Directive 2004/25 the European Parliament and of the Council on takeover bids. Specific takeover rules are refer-enced in Supplement D for Nasdaq Stockholm, part H.
The guidance text is not binding on Issuers on Nasdaq Stockholm and Nasdaq Iceland.
The Ministry of Finance shall confirm the rules of Nasdaq Helsinki Ltd. The guidance texts are not part of the rules confirmed by the Ministry of Finance.
Additionally, see Supplement B for Nasdaq Helsinki (binding guidelines).
1. General rules
1.1. Scope and term of the rules
1.1.1This Rulebook applies as from the day when the Issuer requests admission to trading of its Shares at the Exchange and during such time as the Shares are admitted to trading at the Exchange.
1.1.2The rules regarding sanctions in Chapter 6 are also applicable for one (1) year after removal from trading in case a violation was committed during the period of application of the Rulebook set out in 1.1.1 above.
1.2. Changes to the rules
1.2.1The Exchange can make changes to the Rulebook. Such changes shall apply to the Issuer and its Shares at the earliest 30 days after the Exchange has informed the Issuer and published the information via the Exchange’s website.
1.2.2The Exchange may under specific circumstances decide that minor or technical changes to the Rulebook shall apply earlier than 30 days after publication as the situation demands.
1.2.3Changes to the Supplements are only subject to consultation and approval (if applicable) in the country of the relevant Exchange.
1.2.4Additional local provisions in relation to changes or amendments of the Rulebook are set out in the Supplements.7
STO: Part A
1.3. Provision of information to the Exchange
1.3.1The Issuer shall upon request by the Exchange supply the Exchange with any information it requires for the assessment or surveillance of the Issuer.
The Issuer is under a requirement to supply information to the Exchange in order for the Exchange to make its assessments based on all relevant facts.
The requirement is relevant for the Issuer’s obligations under this Rulebook and in relation to law, other regulations and good practice in securities markets (where applicable).
If the information requested is confidential or constitutes inside information, the company shall still supply the Exchange with that information.
Confidentiality rules in applicable local legislation prohibit disclosure or dissemination of confidential information or inside information by the Exchange and its employees. However, the Exchange in its capacity as a supervised entity is under an obligation to submit information, even if it is confidential, to the respective Financial Supervisory Authorities or any other authority if required by law.
1.4.1The Exchange may approve, based on a written application by the Issuer, an individual waiver from the Admission Requirements in the Rulebook, if the Exchange is, prior to granting the exemption, satisfied that:
the objectives behind the relevant rule or any statutory requirements are not compromised; or
the objectives behind the relevant rule can be achieved by other means.
1.4.2The Exchange may under exceptional circumstances approve, based on a written application by the Issuer, an individual waiver from the Other Disclosure Requirements presented in the Rulebook, if the Exchange is, prior to granting the exemption, satisfied that:
the objectives behind the relevant rule or any statutory requirements are not compromised; or
the objectives behind the relevant rule can be achieved by other means.
1.4.3Issuers shall disclose any waivers granted in accordance with 1.4.2. Additionally, the issuer shall make the details of any waivers granted easily available at all times on its website.
Since investors expect that Issuers will follow all disclosure requirements contained in this Rulebook, it is important that they are made aware in case Issuers have been granted a waiver from any of the Other Disclosure Requirements. One way to ensure that investors have easy access to the information about granted waivers is to highlight the information on the Issuer’s website as general information in the section on the website where the Issuer makes available its disclosures according to 3.11.
1.4.4Additional local provisions in relation to waivers are set out in the Supplements.
2. Admission requirements
2.1.1Section 2.3 on the admission process applies only when Shares of the Issuer are admitted to trading for the first time and in situations where there are substantial changes to the operations of an Issuer as specified in 2.16. For additional issuances of Shares and listings of other share-related instruments as well as listings of new share classes of the same Issuer, the admission process is specified in 2.17.
2.1.2The Admission Requirements apply at the time when the Shares are admitted to trading and on an ongoing basis after admission has been granted. Notwithstanding this, the following parts of the Admission Requirements only apply at the time of admission to trading:
Historical financial information of the Issuer (2.7)
Profitability and working capital (2.9).
Market value of the Shares (2.14).
2.1.3The Issuer undertakes to follow the Rulebook by signing an undertaking. By signing the undertaking, the Issuer commits to follow the rules applicable from time to time and to be subject to sanctions that may follow from a potential violation of the rules.
2.1.4The Issuer shall pay applicable fees to the Exchange in accordance with the Exchange’s price list in force from time to time.
2.1.5The Issuer shall provide the Exchange with contact information for at least one person responsible for contact with the Exchange. The Issuer shall notify the Exchange of any changes.
Contact information includes name, e-mail address and mobile phone number.
2.2.1The Exchange may, notwithstanding that all Admission Requirements are fulfilled, reject an application for admission to trading if the Exchange considers that the admission would be detrimental for the Exchange, the securities market or investors’ interests.
In exceptional cases, an Issuer applying for admission to trading may be deemed unsuitable for admission, despite the fact that the Issuer fulfils all of the Admission Requirements. This may be the case where, for example, it is believed that the trading of the Issuer’s Shares might damage confidence in the securities market in general or in the Exchange in particular. If an already admitted Issuer, despite fulfilling all ongoing Admission Requirements, is considered to damage confidence in the securities market in general, or in the Exchange in particular, because of its operations or organization, the Exchange may consider giving the Issuer’s Shares observation status or consider removal from trading.
In order to maintain and preserve the public’s confidence in the market, it is imperative that persons discharging managerial responsibilities in the Issuer, including members of the Board of Directors, do not have a history that may jeopardize the reputation of the Issuer and confidence in the securities market. It is also important that the history of such persons be sufficiently disclosed by the Issuer prior to the admission. If a person discharging managerial responsibilities in the Issuer has a criminal history or has been involved in bankruptcies in the past, such circumstances may disqualify the Issuer from being admitted, unless such a person is relieved from its position in the Issuer.
An Issuer’s financing may lead to a conclusion that the Issuer is not suitable for admission to trading in a case where, for example, the company’s financial stability is threatened. This could be the case, for example, if a company restructuring or a similar process has taken place or is likely to take place.
2.3. The Admission Process
2.3.1An Issuer preparing to apply for admission to trading shall request that the Exchange initiates an admission process.
The Exchange will normally arrange a meeting with the Issuer to discuss the request and the time schedule for the admission process.
2.3.2Additional local provisions in relation to the admission process are set out in the Supplements.8
STO: Part B and C.
2.4. Incorporation of the Issuer
2.4.1The Issuer shall provide the Exchange with its certificate of incorporation as evidence that it is duly incorporated or otherwise validly established according to the relevant legislation in the jurisdiction of incorporation or establishment.
2.5. Sanctions screening
2.5.1The Issuer shall pass a sanctions screening check to the satisfaction of the Exchange.
2.5.2In addition, the Exchange may at any time while an Issuer’s Shares are admitted to trading require the Issuer to pass an additional sanctions screening check to the satisfaction of the Exchange.
The Exchange is committed to complying with the applicable sanctions, laws and regulations in the jurisdictions in which Nasdaq operates. This entails screening issuers, applicants and other relevant parties globally against the sanctions lists issued by the European Union, the United Nations and the United States of America’s Department of Treasury – Office of Foreign Assets Control as well as screening locally against other sanctions lists that apply to Nasdaq’s operation in a particular jurisdiction.
Financial sanctions are restrictions put in place by governments, international organizations and supranational bodies that limit the provision of certain financial services or restrict access to financial markets, funds and economic resources in order to achieve a specific foreign policy or national security objective.
Nasdaq will not enter into any business relationship that would be prohibited under financial or other applicable sanctions.
2.6.1The Issuer shall have prepared and published a prospectus, which shall have been approved by the competent authority, in accordance with the Prospectus Regulation or other applicable legislation, prior to admission to trading.
2.6.2If the Issuer is domiciled in a jurisdiction other than that of the Exchange but within the EEA, the Issuer shall submit the prospectus to the Exchange together with a certificate of approval issued by the competent authority in the Issuer’s home state. The certificate of approval shall, where appropriate, set out any exemption that has been granted from the requirements in the Prospectus Regulation. In addition, the Issuer shall provide a certification that the approved prospectus has been submitted to the competent authority in the country of the Exchange.
2.6.3The Exchange can require that further information be included in the prospectus or in a separate disclosure.
2.6.4Additional local provisions in relation to prospectuses are set out in the Supplements.9
STO: Part D.
2.7. Historical financial information of the Issuer
2.7.1The Issuer shall have published or filed annual financial reports for at least three (3) years in accordance with the accounting legislation applicable to the Issuer in the jurisdiction of incorporation or establishment.
2.7.2There should be sufficient information in the financial reports for the Exchange and the investors to evaluate the development of the business and to form an informed judgment of the Issuer and its Shares as an investment.
Relevant financial information may be presented in other ways than through historical annual or consolidated financial reports, such as financial information drawn up in accordance with the prospectus rules when the issuer has a complex financial history (for example through carve-out financial information when an Issuer has become an independent company as a result of a spin-off from an existing business).
2.8. Business operations and operating history of the Issuer
2.8.1The Issuer shall have a clear business strategy and be able to demonstrate ongoing business operations.
2.8.2The Issuer’s business operations shall have a sufficient operating history.
The Issuer must also be able to demonstrate its operations over time in order for the Exchange and investors to make an informed assessment of the development of the business. Account shall be taken of the Issuer’s development over time. If the Issuer's operations have moved into a new phase or stage, the Issuer could still be considered to meet the requirement for sufficient operating history if this is part of a natural development of the business. On the other hand, recent material changes in the Issuer’s operations may lead to the requirement on sufficient operating history not being fulfilled.
2.9. Profitability and working capital of the Issuer
2.9.1The Issuer shall demonstrate that it possesses documented earnings capacity on a business group level. This means that the Issuer shall be able to document that its business has generated profits during the most recent fiscal year.
2.9.2If the Issuer does not possess documented earnings capacity in accordance with 2.9.1, the Issuer shall demonstrate that it has sufficient working capital available for its planned business for at least twelve (12) months after the first day of trading.
2.10. Validity of the Shares
2.10.1The Shares shall be issued in accordance with the legislation applicable to the Issuer in the jurisdiction of incorporation or establishment.
2.11. Negotiability of the Shares
2.11.1The Shares shall be freely negotiable.
Free negotiability of the Shares is a general prerequisite for public trading and admission to trading at the Exchange. If the Issuer’s articles of association include limitations on the transferability of the Shares, such limitations may be typically considered to restrict free negotiability within the meaning of this rule. Other arrangements with a similar effect may lead to the same conclusion.
2.12. Entire class of the Shares shall be admitted
2.12.1The application for admission to trading shall cover all issued Shares of the same class.
2.13. Liquidity of the Shares
2.13.1Conditions for sufficient demand and supply (“Liquidity”) shall exist in order to facilitate a reliable price formation process. Sufficient number of Shares shall be distributed to the public. In addition, the Issuer shall have a sufficient number of shareholders.
2.13.2The requirement set out in 2.13.1 shall be deemed to be met in cases where:
25 % of the Issuer’s Shares within the same class are in Public Hands; and
the Issuer’s Shares are held by at least 500 Qualified Shareholders. If, however, the number of Qualified Shareholders is less than 500, but more than 300, the Exchange may consider this requirement satisfied if the Issuer retains the services of a Liquidity Provider.
2.13.3In cases where conditions in 2.13.2 above are not met, the Exchange may, upon request, consider that the Liquidity requirement in 2.13.1 is nonetheless met if it is satisfied that the market will operate properly in view of the large number of Shares that are distributed to the public.
Previous trading history may also be considered in the evaluation of the Liquidity. If the Shares have already been admitted to trading on a regulated market, or equivalent, the Exchange will assess the Liquidity based on an overall assessment of the distribution of the Shares, not only on the domestic market but also in a Nordic, European and global perspective. In its assessment, the Exchange will consider factors such as the domestic distribution and the efficiency of relevant cross-border clearing and settlement facilities.
If the Issuer considers applying for admission to trading of another class of Shares, the Exchange will separately assess whether there will be sufficient liquidity in the Shares in such class.
2.13.4Once the Shares are admitted to trading, the Exchange will continuously assess whether sufficient liquidity exists.
In the event the conditions regarding liquidity deviate from the Admission Requirements while the Shares are admitted to trading, the Issuer will be encouraged to remedy the situation, for example it may be suggested that the Issuer commission the services of a liquidity provider. If trading remains sporadic, the Exchange may consider giving the Shares observation status. Such a decision is preceded by a discussion with the Issuer.
2.14. Market value of the Shares
2.14.1The expected aggregate market value of the Shares shall be at least EUR 1 million.
The expected aggregate market value of the Shares is typically evaluated based on the offering price in the initial public offering, but other means of evaluation can be used as well.
2.15. Administration of the Issuer
The Issuer shall have in place adequate working procedures both at the level of the Board of Directors and within the management.
The Issuer shall apply the corporate governance code, or corporate governance recommendations, applicable to the Issuer in its jurisdiction of incorporation or establishment. Alternatively, the Issuer shall apply the corporate governance code applicable in the jurisdiction of the Exchange.
Where an Issuer applies the corporate governance code, or corporate governance recommendations, of a jurisdiction other than that of the Exchange, the Issuer shall publish a general description of the main differences between the applicable corporate governance code and the corporate governance code applicable in the jurisdiction of the Exchange.
2.15.2Board of Directors and management
Members of the Board and the management shall know the Issuer and its business, and be familiar with the way the Issuer has structured its internal reporting lines, the management pertaining to financial reporting, its investor relation management and its procedures for disclosing ad hoc and regular information to the stock market.
The Exchange will consider the members of the Board and the management as being sufficiently familiar with such circumstances if: (1) they have been active in their respective current positions in the Issuer for a period of at least three (3) months; and (2) they have participated in the production of at least one annual or other financial report issued by the Issuer, prior to the admission to trading.
In respect of a SPAC, the Exchange may accept that the management is not employed by the Issuer if the Issuer can show that there is sufficient competence and experience available in order to manage a listed company.
Prior to admission to trading, members of the Board of Directors and persons in the management of the Issuer shall participate in a seminar provided by the Exchange concerning the obligations of a listed company.
2.15.3Internal procedures and systems
The Issuer shall have in place adequate procedures, controls and systems, including systems and procedures for financial reporting, to enable compliance with its obligation to provide the market with timely, reliable, accurate and up-to-date information.
The financial reporting system shall be structured in such a manner that the management and Board of Directors receive the necessary information for decision-making. This should facilitate speedy and frequent reporting to the management and Board of Directors, commonly in the form of monthly reports. The financial reporting system must allow for the speedy production of reliable financial reports. The Issuer shall also have the resources required to analyse the material so that, for example, profit trends in the external reporting can be commented upon in a manner relevant to the stock market. It may be acceptable that retained external personnel handle parts of the financial function, provided that there is a long-term contractual relationship and reasonable continuity of personnel. However, the responsibility for the fulfilment of the financial functions always rests with the Issuer and having essential aspects of financial expertise provided by external personnel is not acceptable.
The Issuer shall have in place an information policy to enable compliance with its obligation to provide the market with timely, reliable, accurate and up-to-date information. The information policy shall be formulated in such a manner that compliance with it is not dependent on a single person, and it shall also be designed to fit the circumstances pertaining to the specific Issuer. The information provided to the market shall be correct, relevant, and reliable and shall be provided in accordance with Chapter 3 of this Rulebook.
The information policy is a document that helps the Issuer to continuously provide high-quality internal and external information. The information policy normally deals with a number of areas, such as who is to act as the Issuer’s spokesperson, which type of information is to be made public or disclosed, how and when publication or disclosure shall take place and the handling of information in crises.
The Issuer shall have prepared at least one financial report for publication in accordance with the rules applicable to listed companies, although this information need not have been disseminated to the market.
The Issuer shall ensure that there is at least one person available at all times who can communicate externally on behalf of the Issuer.
In order to ensure that there is a person available at all times who can communicate externally on behalf of the Issuer, it is recommended that the Issuer appoint at least two people to this role. Consultants may function as a support in the distribution of information, especially with respect to the drafting of stock market information. However, basing material parts of the information expertise on consultants or hired external personnel is not acceptable.
2.16. Substantial changes to the operations of the Issuer
2.16.1If the Issuer undergoes substantial changes and, following those changes, could be regarded as effectively being an entirely new company, the Exchange may initiate an examination comparable to that conducted for a new Issuer applying to be admitted to trading.
The evaluation of the change in identity is made by the Exchange on an overall basis. Examples include, but are not limited to, the following:
Changes in the ownership structure, management or assets.
The existing business is sold and, in connection therewith, a new business is acquired.
The turnover of the acquired business, or its assets, significantly exceeds the turnover, or the asset value, of the Issuer.
The market value of the acquired assets significantly exceeds the market value of the Issuer.
The control of the Issuer is transferred from the old management and the majority of the Board of Directors changes as a result of a transaction.
2.16.2In conjunction with substantial changes to the operation of the Issuer, the Exchange shall be contacted in advance so that considerations regarding the continued trading of the Issuer’s Shares may be administered as efficiently as possible. The Exchange may also impose on the Issuer specific disclosure requirements in relation to the substantial changes to its operations.
2.17. Admission to trading of additional shares and other instruments
2.17.1An Issuer whose Shares have already been admitted to trading on the Exchange shall apply for admission to trading of additional shares. This requirement applies also in relation to securities related to a share that allows the bearer to subscribe for shares or securities entitling to a share, such as subscription and option rights.
2.17.2For admission to trading of additional shares, the number of shares and the fact that they will carry the same rights as the Shares already admitted to trading on the Exchange shall be included in the application.
2.17.3Additional provision in relation to admission to trading of additional shares and other instruments are set out in the Supplements.
2.18. Specific Admission Requirements for SPAC
2.18.1A SPAC is an Issuer whose purpose is to complete one or more acquisitions within a certain time period. The rules regarding historical financial information and business operations in 2.7 and 2.8 shall not be applicable to a SPAC.
2.18.2At least 90 per cent of the gross proceeds from the initial public offering and any other sale by the Issuer of equity securities must be deposited in a blocked bank account (a “deposit account”) maintained by a financial institution independent from the Issuer.
2.18.3Within 36 months of the date of admission to trading, or such shorter period that the Issuer specifies in its prospectus, the Issuer must complete one or more business combinations having an aggregate fair market value of at least 80 per cent of the value of the deposit account (excluding any deferred underwriters fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination.
2.18.4Until the Issuer has satisfied the condition in 2.18.3 above, each business combination must be approved by a majority of the directors who are independent of the Issuer and the management of the Issuer.
2.18.5Until the Issuer has satisfied the condition in 2.18.3 above, each business combination must be approved by a majority of the Shares voting at the general meeting of shareholders at which the business combination is being considered.
2.18.6Until the Issuer has satisfied the condition in 2.18.3 above, the Issuer must notify the Exchange as soon as possible about each proposed business combination prior to the disclosure of such business combination to the public. Following the completion of each business combination, the combined Issuer must meet the Admission Requirements. If the Issuer does not meet the Admission Requirements following a business combination or does not comply with one of the requirements set forth above, the Exchange may decide to delist the Shares of the Issuer.
2.18.7Until the Issuer has satisfied the condition in 2.18.3 above, the Issuer’s articles of association shall provide shareholders with the opportunity to redeem their Shares into cash equal to their pro rata share of the aggregate amount then in the deposit account (net of taxes payable and amounts distributed to management for working capital purposes) provided that the business combination is approved and consummated in accordance with national law. The Issuer may establish a limit (set no lower than 10% of the Issuer’s total share capital) with respect to which any shareholder, may exercise such conversion rights. This right of conversion does not apply in relation to:
Members of the board of directors of the Issuer;
Management of the Issuer;
Founding shareholders of the Issuer;
A spouse or co-habitee of any person referred to in subsections a–c above;
A person who is under custody of any person referred to in subsections a–c above; or
A legal person over which any person referred to in subsections a–e above, alone or together with any other person referred to therein, exercises a controlling influence.
The notice to attend the general meeting of shareholders shall mention the shareholders’ right to demand redemption.
2.18.8For any business combination that requires shareholder approval pursuant to 2.18.5 above, (a) the Issuer must initiate a new listing process as soon as possible after the entry into definitive documentation relating to such business combination and (b) the Issuer cannot complete such business combination unless and until the Exchange has confirmed that the Issuer, giving effect to the business combination, fulfils the Admission Requirements.
3. Disclosure and information requirements
The obligation to disclose inside information in accordance with MAR is set out in section 3.1, whereas 3.3 to 3.10 covers Other Disclosure Obligations imposed by the Exchange. The requirements in section 3.2 on timing and methodology for the disclosure obligations imposed by the Exchange are intended to mirror the requirements for disclosure of inside information. This means that any information covered by sections 3.3–3.10, shall be disclosed as soon as possible and in the same manner as inside information, unless otherwise stated.
3.1. Disclosure of inside information
3.1.1The Issuer shall disclose inside information in accordance with Article 17 of MAR.
3.1.2Additional local provisions in relation to disclosure of inside information are set out in the Supplements.
3.2. Timing and methodology for disclosures according to 3.3–3.10
3.2.1Information to be disclosed in accordance with 3.3 to 3.10 shall be disclosed in the same manner as information disclosed in accordance with 3.1 regarding timing and methodology, unless otherwise stated.
3.2.2Corrections to errors in information previously disclosed by the Issuer need to be disclosed as soon as possible after the error has been noticed, unless the error is insignificant.
3.2.3Significant changes to information previously disclosed by the Issuer shall be disclosed as soon as possible.
3.2.4Additional local provisions in relation to timing and methodology are set out in the Supplements.
3.3. Financial information
3.3.1Forecasts and Forward-looking Statements
If the Issuer discloses a Forecast, it shall provide information regarding the assumptions or conditions underlying the Forecast provided. To the extent possible, Forecasts shall be presented in a clear and consistent manner. If the Issuer discloses a Forward-looking Statement, it shall also be provided in a clear and consistent manner.
Within the framework of applicable laws and regulations, it is up to the Issuer to decide the extent to which it will make a Forecast or other Forward-looking Statements.
In order to clearly present a Forecast or a Forward-looking Statement Issuers should normally consider including information about the income measure to which reference is made, e.g. whether the financial results are expressed before or after tax, whether capital gains/losses are included, whether the effects of planned acquisitions are included, etc. The timeframe of the Forecast should also be provided. Forecasts and other information relating to the future in financial reports should be provided under a separate heading and in a prominent position.
In conjunction with adjustments or changes to information disclosed under (a), the information in the announcement shall reiterate the preceding information in order to facilitate an evaluation of the significance of the adjustment or change.
3.3.2Local provisions in relation to the disclosure of financial information are set out in the Supplements.10
STO: Part E.
3.4. General meetings of shareholders
3.4.1Notices to attend general meetings of shareholders shall be disclosed.
Notices to attend general meetings of shareholders shall always be disclosed. This applies irrespective of whether a notice contains inside information or not, if a notice will be sent to the shareholders by post or in any other way will be made public (e.g. in a newspaper) and notwithstanding if certain information included in the notice has previously been disclosed according to the Rulebook.
The notice to attend the general meeting of shareholders must always be disclosed prior to distribution and publication in news media etc.
3.4.2After the close of the general meeting of shareholders, resolutions adopted by the general meeting shall be disclosed.
Resolutions which relate purely to meeting formalities (such as election of chairperson of the general meeting) do not need to be disclosed under this rule.
3.4.3Where the general meeting of shareholders has authorized the Board of Directors to decide on a specific issue, such subsequent resolution by the Board of Directors shall be disclosed.
3.4.4Local provisions in relation to general meetings of shareholders are set out in the Supplements.11
STO: Part F.
3.5. Changes in the Board of Directors, senior management and auditors
3.5.1The Issuer shall disclose changes to the senior management.
The group of persons included in the senior management under 3.5.1 is dependent on the Issuer and its internal organization. As a minimum the CEO and CFO is included in that group of persons. Other changes may also be important to disclose. This may, for example, include changes relating to key employees. The Issuer will in these situations have to evaluate the relevance case by case based on the Issuer´s organization and line of business.
The obligation to disclose changes to the senior management arises when the Issuer takes a decision, or when the Issuer becomes aware of the individual concerned having taken a decision, in this regard.
3.5.2The Issuer shall disclose changes to the Board of Directors.
Typically, changes to the Board of Directors will be disclosed in the resolutions from the general meeting, however it is equally important that Issuers also disclose when a board member resigns during the election period.
3.5.3The Issuer shall disclose change of its auditor.
3.5.4Disclosures made in accordance with 3.5.1 and 3.5.2 about appointments shall include relevant information about the experience and former positions held by the person(s) appointed.
3.6. Liquidity enhancement
3.6.1The Issuer shall disclose when it has entered into a new agreement on liquidity enhancement.
Agreements on liquidity enhancement should be understood as any agreements on Liquidity Provision as well as any other agreements on liquidity enhancement or liquidity support entered into between the Issuer and the third party that provides the enhancement or support.
Agreements on market making entered into between a market maker and the Exchange under MiFID II is not in scope of this rule.
3.6.2The Issuer shall disclose the main terms of its agreements on liquidity enhancement and any changes thereto.
3.6.3The issuer shall disclose the termination of an agreement on liquidity enhancement.
3.7. Changes in the Share Capital or the number of shares
3.7.1The Issuer shall disclose decisions made by it to make changes in the Share Capital or the number of shares. The information shall include all significant information concerning the changes.
The transactions covered by this rule include transactions related to issuance of new shares, capital increases, capital reductions and conversion of capital. Issues made to the Issuer itself, if permitted under applicable laws and regulations, shall also be disclosed in accordance with this rule.
Proposals to change the Share Capital or the number of shares at the general meeting will be disclosed according to section 3.4. The same applies for the decisions of the general meeting, which will include the decision on the changes in the Share Capital or the number of shares. If the general meeting decides to authorize the board to decide on a change of the Share Capital or the number of shares within a certain timeframe, the decision on the authorization will be included in a disclosure according to section 3.4 as well.
If the Board of Directors at a later point in time decides to use the authorization to change the Share Capital or the number of shares that decision shall be disclosed in accordance with rule 3.7.1. The disclosure shall take place ahead of a possible subscription/buy-back etc. period even if this period is very short (minutes, hours or days) and even if a subscription is directed to a limited number of investors.
3.7.2A disclosure regarding an issue of financial instruments shall include all significant information concerning the transaction. Information in the announcement shall, at a minimum, include the reasons for the transaction, expected total amount to be raised/repurchased, terms and conditions for the transaction, subscription price if applicable, any agreements or commitments to participate in the transaction, time schedule, and, where relevant, to whom the issue is directed.
3.7.3The Issuer shall disclose the outcome of the changes in the Share Capital or the number of Shares.
When the Issuer discloses the outcome of the transaction, the announcement should include information such as whether or not the issue has been fully subscribed, a repetition of the most significant terms and conditions for the transaction, especially in cases where a fixed price has not been used at an issue but is rather developed through a so-called book-building process.
3.7.4When a change in the Share Capital or the number of Shares of the Issuer is caused by the conversion of debt by a creditor, the Issuer shall disclose the changes as soon as possible after the Issuer becomes aware.
3.8. Share-based incentive programs
3.8.1The Issuer shall disclose any decision to introduce a share-based incentive program. The disclosure shall contain information about the most important terms and conditions of the program.
The information should provide investors with information about the factors motivating management and other employees and also the dilution effects of the incentive program, in order to help investors understand the potential total liabilities under such program.
An announcement concerning a share-based incentive program normally contain:
the types of share-based incentive covered by the program;
the group of persons covered by the program;
timetable for the program;
the total number of financial instruments involved in the program;
the objectives of the share-based incentive and the principles for granting;
the exercise period;
the exercise price;
the main terms and conditions; and
the theoretical market value of the program, including a description of how the market value has been calculated and the most important assumptions for the calculation.
The rule only relates to share-based incentive programs. “Share-based incentives” here means any incentive program where the participants receive shares, financial instruments carrying an entitlement to shares, other financial instruments where the value is based on the share price, synthetic programs where a cash settlement is based on the share price, or other programs with similar features.
Information about “Group of persons covered by the program” may consist of a general reference to groups such as Board of Directors, management, general staff, etc.
3.9. Decisions regarding admission to trading
3.9.1The Issuer shall disclose information when it applies to have its Shares admitted to trading at the Exchange for the first time, as well as if it applies for admission to trading at another trading venue. The Issuer shall also disclose any decision to apply to remove its financial instruments from trading at the Exchange or another Marketplace. The Issuer shall also disclose the outcome of any such application.
The duty to comply with the disclosure requirements enters into force when the Issuer applies to have its financial instruments admitted to trading. The Issuer has no obligation to disclose unsolicited listings.
3.10. Disclosure considered necessary to provide fair and orderly trading
3.10.1If the Exchange considers that circumstances exist that result in substantial uncertainty regarding the Issuer or the pricing of the Issuer’s Shares and that additional information is required in order for the Exchange to be able to provide fair and orderly trading in the Shares, the Exchange can require the Issuer to disclose necessary information.
This rule applies whether or not certain information is considered inside information. By requiring an Issuer to disclose additional information the Exchange may be able to give, or avoid giving, the Issuer’s Shares observation status or to avoid suspending trading in the Shares when circumstances exist that result in substantial uncertainty regarding the Issuer or the pricing of the admitted Shares.
3.11.1The Issuer shall have its own website on which information disclosed by the Issuer in accordance with this Rulebook shall be available for at least five (5) years from the date of disclosure. However, financial reports shall be available for a minimum of ten (10) years from the date of disclosure. The information shall be made available on the website as soon as possible after the information has been disclosed.
The publication of information on the Issuer’s website is important for transparency and easy access to information for investors and other stakeholders. However, the Issuer must always make sure, that information is disclosed in accordance with 3.1–3.10 before it is published on the Issuer’s website to avoid asymmetrical information in the market. Technical problems with uploading content to the Issuers website should never cause a delay in the disclosure in accordance with 3.1–3.10.
3.11.2An Issuer incorporated or established outside the European Economic Area (EEA) shall on its website publish a general description of the main differences in minority shareholders’ rights between the Issuer’s place of domicile and the country or those countries where its Shares are admitted to trading. Such description shall be updated when relevant.
The description can, for example, describe the rights and duties of minority shareholders in relation to (i) the general meeting of shareholders; (ii) the appointment and removal of directors to the board; (iii) preemption rights in relation to share issues; (iv) mandatory redemption of shares; (v) requirements for a special audit; (vi) public takeovers; and (vii) mergers and other similar transactions.
The Issuer shall publish on its website a company calendar listing the dates on which the Issuer expects to disclose financial statement releases, financial reports, the date of the annual general meeting, and, if applicable, the date for payment of dividends.
If possible, the Issuer should specify the time of the day at which disclosure will be made.
The company calendar shall be published prior to the start of each financial year.
If changes are made to a pre-announced date, the Issuer shall publish an updated company calendar as soon as possible. If such a change is made within two weeks of a preannounced date or of the new date, the Issuer shall disclose the new date in an announcement, including the reasons for the changed date if possible.
Additional local provisions of relevance to company calendars are set out in the Supplements.12
STO: Part E.
3.12. Information to the Exchange
3.12.1Advance information to Surveillance at the Exchange
If the Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer and its Shares, the Issuer shall notify the Exchange prior to disclosure.
If the Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer and its Shares, it is important that Surveillance receives the information in advance in order to consider if any measures need be taken by the Exchange. The Exchange uses the information for the surveillance of trading in the relevant Shares in order to detect unusual changes in the price of instruments and prevent insider trading. One result might be that the Exchange briefly suspends trading and cancels pending orders in order to provide the market with the possibility to evaluate the new information. The information is also used to monitor for potential leakages.
Information concerning a public takeover bid is considered to be of extraordinary importance. When discussions have proceeded to an advanced stage in respect of the acquisition of another listed company, the Exchange should be informed in advance in order to be able to monitor trading. However, there must be reasonable grounds to assume that the measure will lead to an offer. The Exchange should also be notified when the Issuer has been contacted by a third party which intends to make a public takeover bid to the shareholders of the Issuer, where there are reasonable grounds to assume that the contact will lead to a formal public takeover bid.
There is no formal requirement regarding how to notify the Surveillance.
3.12.2Delivery of the disclosed information
Information to be disclosed in accordance with Chapter 3 shall also be submitted to the Exchange for surveillance purposes simultaneously with the disclosure of information.
An electronic format determined by the Exchange shall be used when the Issuer delivers information to the Exchange in order to be kept available on the website of the Exchange. This applies to all information to be disclosed or made public under the Rulebook and information which has been made public in accordance with Union law. The information shall be delivered in accordance with disclosure procedure at the same time with the disclosure.
3.12.3Additional local provisions in relation to information to be provided to the Exchange are set out in the Supplements.
4. Surveillance actions
4.1. Observation status
4.1.1The Exchange may decide to give the Issuer’s Shares observation status if:
the Issuer fails to satisfy the Admission Requirements and the failure is deemed to be significant;
the Exchange considers that the Issuer has committed a serious violation of this Rulebook;
the Issuer has applied to have its Shares removed from trading;
the Issuer is subject to a public takeover bid or a bidder has disclosed its intention to make a public takeover bid in respect of the Issuer;
the Issuer has been subject to a reverse takeover offer or otherwise plans to make, or has been subject to a substantial change in its business or organization so that the Issuer upon an overall assessment appears to be an entirely new company;
there is uncertainty in respect of the Issuer’s financial position; or
any other circumstance exists that result in a substantial uncertainty regarding the Issuer or the pricing of its Shares.
The purpose of observation status is to give a signal to the market that there are special circumstances regarding the Issuer or its Shares to which investors should pay attention. Reasons for observation status may vary significantly in various situations, as can be seen from the list above. Observation status will normally last for a limited period of time.
4.1.2Local provisions in relation to observation status are set out in the Supplements.
4.2. Suspension of trading
4.2.1The Exchange may suspend an Issuer’s Shares from trading if the Issuer no longer complies with the Rulebook or if orderly trading in the Issuer’s Shares cannot be guaranteed.
4.3. Removal from trading
STO: Part G.
Local provisions in relation to removal from trading are set out in the Supplements.4.3.1
5. Other Rules
5.1. Local provisions
5.1.1Local Provisions in relation to other rules are set out in the Supplements.13
STO: Part H.
6. Sanctions and disciplinary procedures
6.1. Sanctions and disciplinary procedures
6.1.1Provisions in relation to sanctions and disciplinary procedures are set out in the Supplements.14
STO: Part I.
[Avsnitt 7–9 är specialregler för andra nordiska länder och återges ej här; red.anm.]
10. Supplement D – Nasdaq Stockholm
In addition to the rules in Chapter 1-6, the following also applies on Nasdaq Stockholm.
Part A – Changes to the rules (1.2.4)
1.Changes to the disclosure and information requirements (Chapter 3, including related provisions in Supplement D), the rules concerning purchase and sale of the Issuer’s own Shares (Part H of Supplement D), and the rules regarding sanctions and disciplinary procedures (Chapter 6, including related provisions in Supplement D) can only be made after agreement with the Swedish Association of Listed Companies (Sv. Aktiemarknadsbolagens Förening / AMBF). Changes to the Admission Requirements (Chapter 2, including related provisions in Supplement D) as well as changes to the rules on Surveillance Actions (Chapter 4, including related provisions in Supplement D) shall first be consulted with the Association.
Part B – The admission process (2.3.2)
If the Issuer and the Exchange agree to initiate an admission process, the Issuer shall submit to the Exchange “Admission Form A – Request to Initiate Admission Review”. The Exchange appoints an Exchange Auditor and begins the review as soon as the Issuer has submitted “Admission Form A – Request to Initiate Admission Review” and paid the fee for the Exchange Auditor’s assessment.
The Exchange Auditor reviews whether the Issuer fulfils the Admission Requirements and whether it would be appropriate to approve the Issuer’s Shares for admission to trading at the Exchange.
The scope and structure of the Exchange Auditor’s review is regulated in more detail in the Exchange’s instruction to the Exchange Auditor.
The Exchange Auditor prepares a report and submits the report to the Exchange together with a recommendation in respect of the Exchange’s assessment of the Issuer’s fulfilment of the Admission Requirements.
Issuers which have been admitted to trading on a regulated market, or equivalent, for a time period of normally more than twelve (12) months, will, upon request, normally be granted a waiver in whole or in part from the standard Exchange Auditor review. The Exchange will in such case require a certificate from the regulated market where the Issuer is admitted to trading. This is done to verify that the Issuer, in essential respects, has complied with the admission requirements of that market.
In conjunction with the admission review, the Issuer shall be subject to a legal examination. The legal examination shall, with the exception of (c) below, be performed by an attorney and at least cover the following areas:
the description of the legal and taxation risks in the prospectus;
the Issuer’s material agreements;
the Issuer’s tax situation;
corporate matters and records with relevance for the admission; and
an assessment of the Issuer’s Board members’ and executive managers’ honesty and integrity.
The Issuer is responsible for supplying all information the attorney may need for the legal examination.
The attorney shall issue a written report from the legal examination. The report shall be supplied to the Exchange Auditor and be part of the admission review and the Exchange Auditor’s report to the Exchange.
Notwithstanding (i) above, the Exchange Auditor may require that the legal examination is supplemented or extended, if this is seen as necessary for the Exchange Auditor’s and the Exchange’s assessment of the Issuer’s fulfilment of the Admission Requirements.
The scope and structure of the legal examination is regulated in more detail in the Exchange’s instruction for the legal examination.
Issuers which have been admitted to trading on a regulated market, or equivalent, for a time period of normally more than twelve (12) months will, upon request, normally be granted a waiver in whole or in part from the standard legal examination. The Exchange will in such case normally require a certificate from the regulated market where the Issuer is admitted to trading. This is done to verify that the Issuer, in essential respects, has complied with the admission requirements of that market.
4.Request for assessment of fulfilment of the Admission Requirements
The following documents shall be submitted to the Exchange not later than five (5) working days prior to the meeting of the Listing Committee:
the “Admission Form B – Request for Admission Assessment”, by means of which the Issuer requests the Exchange’s assessment as to whether the Issuer fulfils the Admission Requirements;
excerpt from the minutes of a Board meeting at which a resolution regarding the request was adopted;
a certificate of incorporation from the Swedish Companies Registration Office or, if the Issuer is not domiciled in Sweden, from an equivalent authority in the Issuer’s home state; and
the Industry Classification Benchmark form (to be sent by e-mail to the Exchange).
The Issuer will be informed in writing, through an extract from the Listing Committee’s meeting minutes, of the Listing Committee’s assessment of the Issuer’s fulfilment of the Admission Requirements.
The date and time at which the Issuer will be informed of the Listing Committee’s assessment is published in advance on the Exchange’s website.
5.Application for admission to trading of the Issuer’s Shares
The following documents shall be submitted to the Exchange at the latest by 12 noon Stockholm time on the working day prior to the first day of trading in the Issuer’s Shares:
the “Admission Form C – Application for Admission to Trading”, by means of which the Issuer requests admission to trading of its Shares;
a certificate from an authorised authority approving the prospectus; and
an electronic copy of the approved prospectus.
A certificate of distribution of shares, in the format and containing all the information required by the Exchange, shall be submitted to the Exchange before admission to trading of the Issuer’s Shares.
The Exchange takes a decision on the admission to trading of the Issuer’s Shares based on the documents referred to in (i) and (ii) above and in accordance with the Listing Committee’s assessment referred to in 4 above. The Issuer will be informed of the Exchange’s decision without delay.
6The Listing Committee
The Listing Committee is the body that assesses whether the Issuer fulfils the Admission Requirements. The Listing Committee is a committee under the Board of Directors of the Exchange.
The members of the Listing Committee are experienced and of high repute in respect of conditions pertaining to listed companies in the Swedish securities market. At least half of the members, including the Chairman, are independent from the Exchange, and other companies within the Nasdaq group.
The Listing Committee normally convenes once a month. The Exchange may convene additional meetings upon request.
The Listing Committee can make an advance ruling, in response to a written, motivated request from an Issuer, regarding the Issuer’s fulfilment of particular Admission Requirements.
Regarding an Issuer which has been admitted to trading on a regulated market, or equivalent, for a time period of normally more than twelve (12) months, the assessment of the Issuer’s fulfillment of the Admission Requirements will, however, normally be made by a specific internal Exchange committee, which the President of the Exchange chairs.
In a case where an Issuer’s Shares are to be admitted to trading in parallel on the Exchange and on a regulated market, or equivalent, the assessment of the Issuer’s fulfilment of the Admission Requirements will also normally be made by a specific Exchange committee, which the President of the Exchange chairs. It is a precondition in this regard that admission to trading occur on the Exchange and on the other regulated market on one and the same day.
Advance rulings can also be provided on request in dual listing cases in response to a written, motivated request from an Issuer, regarding the Issuer’s fulfilment of particular Admission Requirements.
7.Membership of the Swedish Association of Listed Companies
The Issuer becomes a member of the Swedish Association of Listed Companies as of the first day of trading in accordance with the association’s statutes and shall pay an annual fee for self-regulation which is invoiced by the Exchange.
Part C – Specific admission requirements for closed-ended investment companies (2.3.2)
8.For the purpose of this Part C, a “Closed-Ended Investment Company” is an Issuer with limited liability:
whose primary object is investing and managing its assets:
in property of any description; and
with a view to spreading investment risk; and
whose Board of Directors shall be able to act independently of any investment manager in accordance with 15 below.
The definition of a Closed-Ended Investment Company covers Swedish limited liability companies as defined in the Swedish Companies Act (2005:551) and similar foreign legal entities as defined in the relevant local legislation. If an Issuer applies for admission to trading by applying the requirements in this Part D, it has to comply with this Section at the time of admission to trading as well as continuously for as long its financial instruments are admitted. This Part D is not applicable to Issuers that do not specifically request so in the admission process.
For the avoidance of doubt, the definition of a Closed-Ended Investment Company is not meant to correspond with the definition of investment company in the Swedish Income Tax Act or with the definition of an investment fund in the Swedish Investment Funds Act.
9.The rules regarding historic financial information and operating history (2.7 and 2.8) shall not be applied to a Closed-Ended Investment Company.
10.A Closed-Ended Investment Company shall invest and manage its assets in a way that is consistent with its object of spreading investment risk.
Although there is no restriction on a Closed-Ended Investment Company taking a controlling stake in an investee company, to ensure a spread of investment risk, the Closed-Ended Investment Company should avoid:
cross-financing between the businesses forming part of its investment portfolio, including, for example, through the provision of undertakings or security for borrowings by such businesses for the benefit of another; and
the operation of common treasury functions as between the Closed-Ended Investment Company and investee companies.
11.No more than 10 %, in aggregate, of the value of the total assets of a Closed-Ended Investment Company at admission to trading may be invested in other Closed-Ended Investment Companies admitted to trading. This rule does not apply to investments in Closed-Ended Investment Companies which themselves have published investment policies to invest no more than 15 % of their total assets in other Closed-Ended Investment Companies admitted to trading.
12Investments in other entities that invest in a portfolio of investments
If a Closed-Ended Investment Company principally invests in another company or fund that invests in a portfolio of investments (a “master fund”), the Closed-Ended Investment company shall ensure that:
the master fund in fact invests and manages its investments in a way that is consistent with the Closed-Ended Investment Company’s published investment policy and that spreads investment risk.
the master fund’s investment policies are consistent with the Closed-Ended Investment Company’s published investment policy and provide for spreading of investment risk; and
i above applies whether the Closed-Ended Investment Company invests its funds in the master fund directly or indirectly through other intermediaries.
Where the Closed-Ended Investment invests in the master fund through a chain of intermediaries between the Closed-Ended Investment Company and the master fund, the Closed-Ended Investment Company shall ensure that each intermediary in the chain complies with a) and b) above.
13.A Closed-Ended Investment Company shall have a published investment policy with information about the policies which the Closed-Ended Investment Company will follow in relation to asset allocation, risk diversification and gearing, and that includes maximum exposures.
The information in the investment policy, including quantitative information concerning the exposures mentioned in this rule, should be sufficiently precise and clear so as to enable an investor to:
assess the investment opportunity;
identify how the objective of risk spreading is to be achieved;
identify the planned life time of the Closed-Ended Investment Company; and
assess the significance of any proposed change of investment policy.
14.The Board of Directors of the Closed-Ended Investment Company shall be able to act independently:
of any investment manager appointed to manage investments of the Closed-Ended Investment Company; and
if the Closed-Ended Investment Company (either directly or through other intermediaries) has an investment policy of principally investing its funds in another company or fund that invests in a master fund, of the master fund and of any investment manager of the master fund.
15.Point (ii) above does not apply if the company or fund which invests its funds in another company or fund is a subsidiary undertaking of the Closed-Ended Investment Company.
16.For the purpose of 14 above, a majority of the Board of Directors of the Closed-Ended Investment Company (including the Chairman) shall not be:
directors, employees, partners, officers or professional advisers of or to:
an investment manager of the Closed-Ended Investment Company; or
a master fund or investment manager referred to in 14 ii above; or
any other company in the same group as the investment manager of the ClosedEnded Investment Company; or
directors, employees or professional advisers of or to other Closed-Ended Investment Companies or funds that are:
managed by the same investment manager as the investment manager to the Closed-Ended Investment Company; or
managed by any other company in the same group as the investment manager to the Closed-Ended Investment Company.
17.A Closed-Ended Investment Company must obtain the prior approval of its shareholders to any material change to its published investment policy. In considering what is a material change to the published investment policy, the Closed-Ended Investment Company should have regard to the cumulative effect of all the changes since its shareholders last had the opportunity to vote on the investment policy or, if they have never voted, since the admission to trading.
18.Unless authorised by its shareholders, a Closed-Ended Investment Company may not issue further shares of the same class as existing shares (including issues of treasury shares) for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders of shares of that class.
19.When calculating the net asset value per share, treasury shares held by the Closed-Ended Investment Company should not be taken into account.
20.In addition to the requirements in Part E below, a Closed-Ended Investment Company shall include in its annual financial report:
a statement (including a quantitative analysis) explaining how it has invested its assets with a view to spreading investment risk in accordance with its published investment policy;
a statement, set out in a prominent position, as to whether in the opinion of the directors, the continuing appointment of the investment manager on the terms agreed is in the interests of its shareholders as a whole, together with a statement of the reasons for this view;
the names of the Closed-Ended Investment Company’s investment managers and a summary of the principal contents of any agreements between the Closed-Ended Investment Company and each of the investment managers, including but not limited to:
an indication of the terms and duration of their appointment;
the basis for their remuneration; and
any arrangements relating to the termination of their appointment, including compensation payable in the event of termination;
the full text of its current published investment policy; and
a comprehensive and meaningful analysis and evaluation of its portfolio.
21.In addition to the requirements in Part E below, interim reports and, if applicable, preliminary statements of annual results shall include information showing the split between:
dividend and interest received; and
other forms of income (including income of associated companies).
Part D – Prospectus (2.6.4)
22.If the Issuer is domiciled in Sweden or in a country outside the EEA, the Exchange Auditor will submit the prospectus to the Exchange. The Exchange maintains the right to give its opinion on the prospectus before it is formally approved by the Swedish Financial Supervisory Authority.
Part E – Financial information (3.3.2)
The Issuer shall prepare and disclose all financial reports/statements pursuant to accounting legislation and regulations applicable to the Issuer.
Issuers incorporated in Sweden, and Issuers incorporated outside Sweden that are admitted to trading only on the Exchange, shall disclose one annual financial statement and interim reports/statements quarterly.
Since the annual financial report must be prepared according to IFRS, or corresponding equivalent accounting standards, adopted by EU for groups of undertakings, the financial statement release must also be prepared on the basis of the accounting principles for the annual financial report. Normally the financial statement release should be so comprehensive that the annual report does not provide the market with any new significant information that may constitute inside information.
24.Timing of financial statement release and interim reports/statements
The annual financial statement release and the interim reports/statements shall be disclosed within two months from the expiry of the reporting/statement period. Interim reports/statements shall state whether or not the Issuer’s auditors have conducted a review.
A full report/statement may be disclosed prior to the pre-announced day where, for example, it appears that the preparation of the financial statement release or interim report/statement is proceeding faster than estimated. Where the Issuer becomes aware that the report/statement will not be disclosed by the pre-announced time, the Issuer should announce a new day for disclosure. See also the provision regarding “Company calendar”, 3.11.3.
25.Content of financial reports/statements
The annual financial statement release and the half-yearly financial report shall at least include the information required by IAS 34 “Interim financial reporting”.
The disclosures relating to the annual financial statement release shall include the proposed dividend per share, if available, and information regarding the planned date of the annual general meeting. It shall also state where and during which week the annual financial report will be made available to the public.
The disclosures relating to the annual financial statement release or a half-yearly report shall commence with a summary stating the Issuer’s key figures, including, but not limited to, net turnover and earnings per share as well as information regarding forecasts, if a forecast is provided in the report.
The requirement to include information about the proposed per share dividend naturally only applies provided that such a proposal exists at the time of the disclosure. Where no dividend is proposed to be paid out, this must be clearly stated in the report. Where the proposed dividend is not determined by the time of the disclosure of the financial statement release, it should be disclosed when the decision is taken.
With regard to “information regarding forecasts, if a forecast is provided in the report” in the summary, the Issuer may either include the full forecast, an abbreviated forecast, or only state that a forecast is included in the report.
The Issuer shall in the report/statement for the first and third quarters according to 23(ii) disclose the information set out in the guidance note for preparing interim management statements, which the Exchange has published on its website. The Issuer can, however, deviate from the guidance completely or on certain points, if the Issuer discloses the reporting/statement format the Issuer has chosen instead, and the reasons for doing so, on its website.
The Issuer can accordingly completely deviate from the Exchange’s guidance note for preparing interim management statements and adapt the report/statement for the first and third quarters to the Issuer’s specific requirements. Such a report/statement can for example contain other information than what is set out in the guidance note if the Issuer believes that information to be more relevant for investors and other interested parties or the information can be presented in a different way than in the guidance note. A report/statement, in one form or another, must however always be disclosed for the first and third quarters. A deviation from the guidance note is made by the Issuer by disclosing to the market what it has done instead and the reasons for it (the principle of comply or explain). In that way the interested parties have an opportunity to form their own opinion of the format the Issuer has chosen. For a specific Issuer other formats than what is set out in the guidance note could well be more suitable. Deviation from the guidance note does therefore not in itself signal information disclosure of inferior quality.
Part F – General meetings of shareholders (3.4.4)
26.Disclosure of notice to attend general meeting of shareholders
It is acceptable for the notice to attend the general meeting of shareholders to form an attachment to the disclosure. However, in addition to inside information, the disclosure itself should always include at least in-formation about the time and place for the general meeting as well as details of whom has the right to at-tend and the agenda for the general meeting in bullet point form.
27.Disclosure relating to purchase or sale of Issuer’s own shares
The Issuer’s resolution at a general meeting of shareholders to purchase or sell the Issuer’s own shares and decisions by the Board of Directors to utilise possible authorisation to purchase or sell the Issuer’s own shares shall be disclosed as soon as possible.
The disclosure shall contain information on:
the period during which the decision to purchase or sell the Issuer’s own shares is to be effected or during which the authorisation may be utilised;
existing holdings of the Issuer’s own shares and the maximum number of shares intended to be purchased or sold;
highest and lowest price per share;
purpose of the purchase or sale; and
other conditions for the purchase or sale.
It is of the utmost importance that the information is disclosed to the stock market as soon as possible after the Issuer has made a decision to purchase or sell the Issuer’s own shares. A “decision to purchase or sell the Issuer’s own shares” is defined as a resolution from a general meeting of shareholders pursuant to a proposal from the Board of Directors to purchase or sell the Issuer’s own shares, or, where applicable, the Board of Directors’ decision supported by authorisation from a general meeting of shareholders to purchase or sell the Issuer’s own shares.
Information shall be provided about the highest and lowest price that may be paid for the shares. The price may be specified as a highest and lowest price but may also be stated as a certain range around the current share price. What is important is that the decision is formulated in such a way that no interpretation problems can arise.
Part G – Removal from trading (4.3.1)
28.The Issuer may request that its Shares be removed from trading. The Exchange will approve such request and make a decision, which becomes effective at such time as is agreed between the Exchange and the Issuer.
Generally, the Exchange requires four (4) weeks’ notice for the Issuer’s Shares to be removed from trading, but if there is extensive trading and a large number of shareholders, the Exchange may decide to postpone the removal from trading up to six (6) months. In case of a public takeover bid, the Exchange can accept two (2) weeks’ notice for removal from trading, if the bidder holds 90 % or more of the Shares in the Issuer, the trading is sporadic and the bidder has announced that it will initiate proceedings in respect of compulsory redemption. The Exchange will make an assessment of an appropriate date in respect of removal from trading in each individual case.
29.The Exchange may decide to compulsorily remove the Issuer’s Shares from trading in circumstances where:
an application for bankruptcy, winding-up or equivalent motion has been filed by the Issuer or a third party to a court or other public authority; or
the Issuer does not fulfil all Admission Requirements, assuming that:
the Issuer has not remedied the situation within a time decided by the Exchange, although under normal circumstances not longer than six (6) months;
there are no other available means to remedy and restore the situation; and
the non-fulfilment is deemed to be significant; or
the Issuer has failed to pay any fee as set out under 2.1.4 when due.
30.Decisions to remove the Issuer’s Shares from trading with reference to 29(ii) are made by the Disciplinary Committee.
Part H – Other rules (5.1.1)
31.Purchase and Sale of the Issuer’s own Shares
Restrictions regarding volume when the transaction is made on the Exchange
With the exception of block transactions, as defined below, the Issuer’s purchase or sale of the Issuer’s own shares may during a single trading day not exceed 25 % of average daily turnover (ADT) on the Exchange during:
the month preceding the announcement of the Issuer to commence purchase or sale of shares, where the announcement of purchase or sale makes specific reference to such historical volume; or
the 20 trading days preceding the date of the purchase or sale, where the announcement of purchase or sale make no such reference to specific historical trading volume.
A block transaction is defined as a single transaction that exceeds the normal market size of transactions. For the purpose of determining whether a transaction is of normal market size, the thresholds for large in scale (LIS) transactions set out in MiFID II are applied.
According to this rule, during a single trading day, the Issuer may not purchase or sell more than a combined total of 25 % of the average number of shares per day, including its own trading that was conducted during either the month that preceded the announcement of purchase/sale or the 20 trading days that preceded the purchase/sale, as referred to and governed by the announcement of the Issuer, on the Exchange.
The term “trading day” is defined as the time during which the Exchange is open for trading. The basis for the calculation of the number of shares traded consists of both the shares traded in real time in an automatic trading system and the shares that, according to special rules, are reported to the Exchange during the trading day. The basis for calculation also includes shares traded after the Exchange closes and that, accordingly, are reported to the Exchange retroactively.
Block transactions are exempted from the 25 % limit. Such transactions can be executed both during trading hours and after the Exchange closes.
Transaction assignments described in ii(ii) below are to be considered to take place on the day of delivery of the shares and on that day the 25 % limit shall not apply. A member of the Exchange, who in accordance with the transaction assignment is trading the Issuer’s shares on the Exchange ought, however, not to exceed the 25 % limit in one trading day.
Restriction regarding price when the transaction is made on the Exchange
The Issuer may as a principal rule only place orders or close transactions in the Issuer’s own shares within the band of prices applying on the Exchange. The range of prices pertains to the range between the highest purchase price (best bid) and the lowest selling price (best offer) prevailing and disseminated by the Exchange from time to time.
The Issuer may, however, assign a member of the Exchange to accumulate a certain amount of the Issuer’s own shares by proprietary trading during a certain time period and on the day of delivery pay the volume weighted average price for the market as a whole for such period of time, even if the volume weighted average price falls outside the range of prices on the day of delivery.
The range of prices (also known as the spread) for the Issuer’s shares is shown on a continuous basis from the information that is available in the Exchanges’ trading systems and, usually, is disseminated to the market via various information providers. This rule means that as a principal rule all orders must be placed within the prevailing range of prices. This also applies to the type of block transactions mentioned in 30 (i) above. A consequence of this rule is that orders cannot be placed by an Issuer, for its own shares, during an auction. Accordingly, neither can an order placed by an Issuer, for its own shares, prior to an auction be modified during the auction.
An exception to the principal rule that all orders must be placed within the range of prices is set out in ii(b). A member of the Exchange ought, however, only to purchase or sell the Issuer’s shares within the range of prices for the duration of the assignment.
The exception in ii(b) may not be used in order to postpone the reporting obligation set out in iii below. An acquisition or transfer agreement must be reported to the Exchange in accordance with iii below, and if an acquisition or transfer has been taking place on the Exchange it shall be registered in the Exchange’s trading system.
The Issuer shall report to the Exchange all acquisitions and transfers involving the Issuer’s own shares which have occurred not later than within seven (7) trading days following the day of the purchase or sale.
A notification in accordance with (a) shall include (i) the date of the transaction; (ii) details of the number of shares, distributed by class of share, covered by the purchase or sale; (iii) the price, or where applicable the highest or lowest price, paid or received per share; (iv) the Issuer’s current holding of its own shares; (v) the total number of shares in the Issuer; (vi) trading venue for the transaction; and (vii) the firm(s) conducting the purchase or sale on behalf of the Issuer.
According to Chapter 4, Section 19 of the Swedish Financial Instruments Trading Act (1991:980), an Issuer that acquires or transfers its own shares must report such an acquisition to the Exchange. This rule governs, inter alia, the content of such a notification. The information is disclosed by the Exchange by publishing it on the Exchange’s website.
To ensure that the information is as complete as possible, the Swedish Financial Supervisory Authority has mandated the Exchange to receive notifications regarding special repurchases that, in accordance with the aforementioned act, shall be reported to the Swedish Financial Supervisory Authority.
The rules regarding the purchase and sale of the Issuer’s own shares do not apply to trading in the Issuer’s own shares that occurs with the support of Chapter 7, Section 6 of the Swedish Securities Market Act (2007:528).
The exception means that banks and stockbrokers may trade in their own shares on own account in the same manner as for trading in other shares.
32.Recovery of surveillance costs from Issuer
The Exchange reserves the right to recover surveillance costs from an Issuer.
This rule may be applied at the Exchange’s discretion in circumstances where the resources required to surveille an Issuer exceed what is normal. For example, if the Exchange appoints a third party to investigate an Issuer’s behaviour, the Exchange has the right to reclaim the expense from the Issuer.
The Swedish Corporate Governance Board’s Takeover Rules for regulated markets are incorporated into this Rulebook by reference.
Part I – Sanctions and disciplinary procedures (6.1.1)
34.In the event of a failure by the Issuer to comply with law, other regulations, this Rulebook, or generally acceptable behaviour in the securities market, the Exchange may, where such violation is serious, resolve to remove the Issuer’s Shares from trading or, in other cases, impose on the Issuer a fine corresponding to not more than 15 times the annual fee paid by the Issuer to the Exchange. Where the non-compliance is of a less serious nature or is excusable, the Exchange may issue a reprimand to the Issuer instead of imposing a fine.
35.The issue of the determination of sanctions in accordance with this Section shall be the responsibility of a Disciplinary Committee appointed by the Board of Directors of the Exchange.
36.Detailed provisions about the Disciplinary Committee are set forth in the Swedish Securities Market Act (2007:528) and in regulations issued by the Swedish Financial Supervisory Authority.
Via the Head of Surveillance, the Exchange decides whether a violation of the rules is so serious that the matter has to be forwarded to the Disciplinary Committee. The process is such that the Exchange initially issues a written request for an explanation from the Issuer concerning the matter at hand. If the Issuer has not been able to provide an acceptable explanation for its actions and the violation is considered serious, what is commonly referred to as a statement of reprimand is issued to the Issuer for its response. If the Issuer’s response does not give cause for an alternative action, all of the documents concerning the matter are subsequently sent to the Disciplinary Committee. The Issuer is sent a written request asking it to submit any further views on the matter. There is also an opportunity for the Issuer to orally submit its views to the Disciplinary Committee.
In addition to laws, other statutes and this Rulebook, the Issuer shall also comply with generally accepta-ble behaviour in the Swedish securities market. Generally acceptable behaviour is defined as the actual standard practice in the stock market for the behaviour of Issuers. Such standard practice could, for ex-ample, gain expression in the comments issued by the Swedish Securities Council, recommendations from the Swedish Financial Reporting Board or from the Swedish Corporate Governance Board and the Swe-dish Corporate Governance Code.
The term annual fee is defined as the last annual fee the Issuer has paid to the Exchange prior to the Dis-ciplinary Committee’s ruling or, if the Issuer has not been admitted to trading for long enough to calcu-late the annual fee, the annual fee that can be calculated on the basis of the fee paid to date.