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Oslo Børs issues code of practice for reporting IR information

November 2011 - Corporate & Commercial. Legal Developments by Wikborg Rein.

On 26 October 2011 Oslo Børs issued a circular setting out new guidelines on the reporting of IR information for issuers of shares and equity certificates on Oslo Børs and Oslo Axess. This Code of Practice replaces the information symbol and the English symbol as standards for good practice in relation to reporting of IR information for companies listed on a Norwegian regulated market.

The Code of Practise also comprises a recommendation for issuers to provide certain key legal information of relevance to investors on their websites. The Code of Practice enters into force on 1 January 2012 and will apply for listed companies who choose to comply on a voluntary “comply or explain” basis. According to circular 7/2011 the purpose of the newly issued Code of Practice is to secure and maintain high standards of quality in the information provided by listed companies in order to encourage interest and confidence amongst investors. The guidelines have been prepared by Oslo Børs in collaboration with the Norwegian Investor Relations Association (NIRA). Compliance with the code of practise is voluntary for companies with shares or equity certificates listed on Oslo Børs and Oslo Axess, and do not, unlike the former regime of the information symbol and the English symbol; require the issuers to undergo a formal application process. Oslo Børs has stated that companies wanting to highlight compliance with the code of practice may reflect this by publicly stating the following: “We comply with the Oslo Børs code of practice for reporting IR information”. For companies choosing to follow the Code of Practice, compliance will be on a “comply or explain” basis, similar to that of the corporate governance regime. As part of the requirements under the Code of Practice; any deviation from the code should be explained in an IR Policy report to be published on the website of the issuer.

The Code of Practise for Reporting IR Information is divided into two main sections where the first part provides guidelines on reporting of IR information and the second part stipulates guidelines on information concerning legal provisions of relevance for investors to be provided on the company website.

Part one of the Code of Practice provides guidelines for language to be used in the reporting of financial information and other IR-information; timing on publication of interim reports as well as publication of information outside the opening hours of the regulated market. Part one further provides detailed guidelines on certain information which should be made available for investors on the website of the company. To this extent the guidelines requires the issuer to provide information relating to the shares/equity certificates, including information on major shareholders, price information, trades performed by primary insiders, disclosure of large shareholdings etc. The guidelines also require publication of information intended for the shareholders/holders of equity certificates, for instance information in relation to general meetings, distribution of dividends, publication of prospectuses etc. The guidelines further require the issuer to make available information on reports and company announcements; presentations; financial calendar of the issuer as well as contact details on the website of the issuer. The issuer should also make available corporate governance information such as the company’s articles of association, information on the Board of Directors of the issuer, the company’s policy on corporate governance and corporate social responsibility.

Part two of the Code of Practice relates to information concerning legal provisions of relevance for investors to be provided on the website of the issuer. Initially these guidelines were intended to form part of the Continuing Obligations for Stock Exchange Listed Companies. However, following the result of a hearing conducted earlier this year, Oslo Børs decided to implement the guidelines on a voluntary basis by way of a recommendation. The rationale behind this section of the Code of Practice is that issuers on Norwegian regulated markets come from various jurisdictions within or outside of the EEA, and it might therefore be difficult for investors to obtain sufficient and easily accessible information regarding for instance disclosure requirements, take-over regimes etc. applicable to such companies and their investors. Companies listed on a Norwegian regulated market are therefore encouraged to post certain information on their website and to update such information on a regular basis. The guidelines recommends that information is provided on relevant provisions on disclosure of large shareholdings; takeover regulation applicable to the issuer; squeeze-out and sell-out provisions, applicability of the Norwegian tax exemption method as well as information on the issuers “home state” within the EEA. Oslo Børs has prepared and published an example for domestic issuers on how to present such information. Foreign issuers are encouraged to refer to the example for domestic issuers in preparation of their own information in this respect. The Circular, Code of Practice and examples are available on www.ose.no.

Oslo Børs has stated that they intend to revise the Code of Practise on a regular basis to ensure that it remains in line with best IR reporting practise.

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For more information please visit www.wr.no

Wikborg Rein

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Oslo Børs issues code of practice for reporting IR information