OSLO BØRS A Practical Guide to Listing. The Gateway to Opportunities

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1 OSLO BØRS A Practical Guide to Listing The Gateway to Opportunities

2 Norwegian Market at a Glance Norway is number one place to live in the world according to 2009 UN Human Development Index 1. Norway 2. Australia 3. Iceland Source: The UN Human Development Index (HDI) GDP per capita 2009 (numbers in USD thousands) 2nd largest GDP per capita Luxembourg Norway Qatar Switzerland Denmark EU average Source: International Monetary Fund Labour productivity 2008 Labour productivity 57.3% higher than EU average Luxembourg Norway Switzerland Ireland Netherlands EU27 average Source: Menon Norway is a world leader within energy, shipping and seafood 3rd largest gas exporter 5th largest oil exporter Energy Energy accounts for 25% of GDP and 34% of national revenues 5th largest maritime nation 2nd largest exporter of fish and fishery products

3 Welcome to Oslo Børs The preferred place to list Companies go public for many reasons. Many seek a stock exchange listing to raise share capital for growing their business and have an acquisition currency for later deals. Others want to expand their shareholder base to include more owners and perhaps employees through a share-based incentive programme. It is also an excellent way to raise a company s public profile. Whatever your reason, Oslo Børs can help realise your equity story. We have 190 years of history as the only fully regulated exchange in Norway and are the dominant marketplace for trading. With that come the added benefits one would expect from an internationally recognised marketplace: access to international investment banks, brokerage firms and a highly competent research community, as well as efficient trading and market surveillance systems. Many of those who come to Oslo Børs are attracted by our strong concentration in the energy, seafood and shipping sectors. We are the exchange for numerous world-class oil & gas and offshore companies and leading seafood and aquaculture companies, and the preferred listing venue for some of the largest shipping companies. The more entrepreneurial companies are attracted by the transparency and ease of listing on Oslo Axess, our marketplace for smaller start-ups. Here companies can expect all the same benefits as listing on Oslo Børs, but without having to fulfil the same listing requirements. Regardless of which one you chose, our goal is to make the listing process as quick and efficient as possible. Oslo Børs advisors work closely with listing candidates to streamline the process from pre-listing to the first day of trading - and onwards. Another benefit from working with us is our connection to London. In 2009, we entered into a strategic partnership with the London Stock Exchange Group (LSE) that gives access to an efficient trading system. The partnership gives issuers on Oslo Børs an opportunity to increase distribution through LSE s impressive network of member firms. Norwegian and international companies from a wide range of sectors and industries choose to list their shares in Oslo and our market attracts great interest from international investors. We invite you to take contact with a listing advisor to find out if your business is suitable for listing and what benefits you can realise from coming to Oslo Børs. Bente A. Landsnes, President and CEO of Oslo Børs Oslo Børs founded as a commodity and currency exchange Begins listing trading of equities Oslo Børs privatised Merges with VPS (Norwegian Central Securities Depository) to create Oslo Børs VPS Holding Signs strategic partnership with London Stock Exchange Group Enters dual listing agreement with Singapore Exchange Limited Transfers to new trading platform 3

4 Benefits of Joining Our Markets A listing gives a company access to capital to strengthen its financial base and undertake acquisitions, expansion projects and new opportunities it might otherwise have been unable to undertake. Additionally, a company can use its shares as part of an employee incentive programme and attract a better workforce from its raised public profile. By listing in Oslo, companies can benefit from our unique position in the global securities marketplace. Attractive Sectors The energy sector, including oil and gas related businesses, accounts for about 50% of total market capitalisation of companies listed on Oslo Børs. Oslo Børs is also the leading exchange for seafood and a preferred marketplace for shipping companies to list. Access to International Capital Oslo Børs has a well-diversified member base ranging from large global investment banks to small Norwegian trading firms. Its 57 members, comprising 22 local banks and brokerage firms and 35 international investment banks, ensure access to all sources of capital and investor interest worldwide. Excellent Share Liquidity There are currently 57 member firms that trade on Oslo Børs. Virtually all of these members have extensive contacts with both Norwegian and international investors. They encourage investor interest in shares listed on Oslo Børs and provide for good liquidity. More than 80,000 equities trades take place every day. World-Class Research Coverage Many of Oslo Børs members have specialised expertise in corporate finance, broking and investment research for companies in the energy, shipping, seafood industries and regular contact with investors focused in these sectors. 4

5 Energy the dominant sector Energy 49% Others 40% Seafood 4% Shipping 7% The energy sector, including oil & gas related businesses, accounts for around 50% of market capitalisation of listed equities in the Oslo market. 5

6 International Companies Listed at Oslo Børs and Oslo Axess 234 companies 46 foreign companies from 15 countries Issuers per country Bermuda Cyprus Canada Sweden Cayman Islands Luxembourg Netherlands Singapore United Kingdom British Virgin Islands Denmark Israel Liberia Panama United States Shareholder structure International investors at Oslo Børs Oslo Børs is constantly bringing domestic and international investors together with issuers from all over the world A listing in Oslo provides companies with access to investors worldwide. International investors account for about 2/3 of all trading at Oslo Børs Government 39% United States 32% International investors 34% United Kingdom 23% Benelux 12% Others 13% Private investors 27% Nordic 7% Japan 2% Cyprus 8% Germany 3% Source: The Norwegian Central Securities Depository (VPS) 6 Source: The Norwegian Central Securities Depository (VPS)

7 Efficient Listing Process The listing admission process on Oslo Børs is quick and cost effective compared to other exchanges. Oslo Børs offers an efficient and speedy admission process, which makes it possible to complete the listing process in as little as four to eight weeks. It can take as little as eight weeks from start of the formal application process up until the first day of trading. Listing advisors are available to help with advice and guidance throughout all stages of the admission process. Easier Access to Other Financing A company that has its shares listed on Oslo Børs will find it quicker and easier to issue and list other types of securities, such as bonds or short-term certificates. Oslo Børs can also offer efficient marketplaces for industry loans issued by our listed companies. A growing number of our issuers - particularly in capital-intensive sectors such as energy, offshore services, construction, manufacturing, and information technology - have taken advantage of the bond market for funding. Efficient Trading System Oslo Børs transferred in 2010 to a new trading platform for all its equities and fixed income markets as a result of its new strategic partnership with the London Stock Exchange Group. The agreement gives Oslo Børs members worldwide recognition and a platform for further growth in distribution. Compliance with EU Directives Oslo Børs operates in accordance with all the current EU directives and standards for trading, reporting requirements, market surveillance and opening hours. Investors and brokerage firms are subject to the same regulatory and operating environment as other European marketplaces. All companies listed on Oslo Børs and Oslo Axess are required to comply with EU directives regarding disclosure and other regulatory matters. Investor Protection Oslo Børs remains one of the most secure and professional markets to trade and list securities. Its electronic surveillance system monitors all trading in real time and provides alerts and reports in the event of unusual activity, such as abnormal price changes and breaches of trading rules. Post Listing Services Oslo Børs VPS offers issuers a suite of value-added services that makes it easier for companies to meet the regulatory and financial reporting challenges of being a listed company. These include Oslo Børs News Service, Company Performance Report, IR Web Modules, Nominee ID, VPS Company Services, Corporate Actions, General Meeting and Employee Share Savings Programme. Oslo Børs Sector representation Oslo Axess Sector representation Oslo Børs attracts world-class oil & gas and offshore companies, leading seafood and aquaculture companies and some of the largest shipping companies The more entrepreneurial companies are attracted by the transparency and ease of listing on Oslo Axess, the fully regulated market for smaller start-ups Energy 49% Information Technology 11% Industrials 7% Financials 10% Health Care 10% Materials 10% Energy 39% Financials 10% Industrials 10% Information Technology 3% Consumer Discretionary 3% Consumer Staples 3% Equity Certificates 1% Consumer Utilities 1% Health Care 1% Discretionary 3% Telecommunication Technology 9% Materials 10% Consumer Staples 10% Sectors according to the GICS classification. Representation based on market capitalisation Sectors according to the GICS classification. Representation based on number of listed companies 7

8 Our Market Places Oslo Børs and Oslo Axess differ mainly in terms of the stringency in their listing requirements, particularly with respect to the company s history, market capitalisation, and number of independent shareholders Oslo Børs represents the fully regulated stock exchange market in Norway. About 20% of all listed companies are non-norwegian and come from 15 different countries. Shares, equity certificates, warrants and exchange traded funds (ETFs) are available for trading. There is also a wide range of fixed income instruments, from government bonds to industry loans. Options, futures and forwards are all listed in the derivatives market, with both individual stocks and the OBX Index as underlying products. The listing of REC in 2006 was one of the largest European IPOs that year, raising about USD 1.2 billion. The transaction was oversubscribed 15 times and we have enjoyed excellent liquidity in our stock since then. Oslo is indeed an international market and we are followed by more than 40 sell-side analysts. We can reach all institutional investors through our listing in Oslo. Ole Enger CEO REC ASA REC is the leading vertically integrated player in the solar energy industry and one of the world s largest producers of polysilicon and wafers for solar applications. REC is a rapidly growing manufacturer of solar cells and modules and engaged in project development activities in selected segments of the PV market. Listing Requirements Oslo Børs listing advisors provide support to companies before the formal listing process begins. This includes help with outlining what types of information a company needs to gather for Oslo Børs decision making process for new listings. In addition, Oslo Børs advisors will follow up with practical guidance throughout all stages of the listing process. Public Interest Generally shares issued by Norwegian public limited companies (ASA) or equivalent foreign companies are eligible for listing if their shares are of public interest and likely to be subject to regular trading. Valid Business The company must be validly incorporated and operate its business activities in accordance with its article of association and current legislation. In addition, the company s shares must be registered with the authorised central securities depository before admission to listing can take place. Financial Condition Oslo Børs will review and evaluate the company s general financial condition and other factors of significance in determining whether shares are suitable for listing. The company must have sufficient liquidity to continue its business activities for at least 12 months from the date of listing. Board Independence The company must satisfy requirements related to the independence of its board of directors. At least two of the shareholder elected members of the board of directors shall be independent of the company s 8

9 Oslo Axess, introduced in May 2007, is a fully regulated market. It welcomes young start-ups, companies with smaller market capitalisation and fewer owners, and opens up for pre-commercial entities. Market monitoring and continuing obligations equal to Oslo Børs ensure top quality investor protection. As with Oslo Børs, energy companies represent the largest sector of listed companies on Oslo Axess with a 39% share. But there is good representation also by IT, financial services, healthcare, consumer staples, materials and consumer discretionary companies. We are delighted to have completed such a successful offering, and by the subsequent good liquidity in our shares. Financial market conditions have been difficult for many months, however our offering of a fleet of modern vessels with unique environmental credentials has clearly proved attractive to investors. Peter Rigg Chairman of the Board Polarcus ASA Polarcus, listed in September 2009, is a pure play marine geophysical company with an environmental focus operating within two principal business activities: contract seismic services and multi-client projects. The company specialises in the high-end 3D market. Headquartered in Dubai, UAE, Polarcus has a total of 152 employees. Polarcus is one of 11 energy companies listed on Oslo Axess. After the completion of its offering. Polarcus has more than 200 shareholders. The company accounted for NOK 726 million out of the more than NOK 52 billion raised in share issues on Oslo Børs and Oslo Axess in executive management, material business contacts and company s larger shareholders. A member of the company s executive management may normally not be a board member, but exemptions may be granted in special circumstances. Corporate Governance A company must confirm it complies with the Norwegian Code of Practice for Corporate Governance, or alternatively the equivalent code of practice applicable in the country where the company is registered or has a primary listing. If it does not comply, it must provide a reason for the deviation. Minimum listing requirements Oslo Børs Oslo Axess Spread of share ownership > 25 % > 25 % Minimum shareholders holding shares with a value of at least NOK 10, Minimum market capitalisation (NOK million) 300 (USD 50 million) 8 (USD 1.3 million) History and business activities Submitted at least one annual or History and business activity spanning at least three years. interim report. Commenced planned Exemption can be granted. business activity. Minimum market value per share NOK 10 NOK 1 Pre-commercial companies Cannot be listed. Exemption can be granted in special circumstances. Listing prospectus required Yes Yes Yes 9

10 Strong International Sectors Energy, Shipping and Seafood Norwegian industry has a heavy focus on energy, shipping and seafood based on the country s vast natural resources and long maritime tradition. Oslo Børs has developed a very strong position in these sectors and has dedicated ambitions of further developing these markets. Part of its unique selling point is the Norwegian industry clusters within these three sectors and the specialised expertise within the financial community, spanning brokerage firms, investors, lawyers, banks, auditors and advisors. Dominant Sector Energy Norway s petroleum success began with the 1969 discovery of the Ekofisk field in the North Sea. Since then, the country has grown to become the fifth largest oil exporter, with a daily average production of 1.9 million barrels of oil, and the world s third largest gas exporter. The energy focused market and entrepreneurial spirit in Oslo is an excellent fit for Questerre. We currently enjoy a strong following from several brokerage firms with excellent liquidity. Michael Binnion CEO Questerre Energy Corporation ASA Oslo Børs energy sector is the second largest in Europe based on the number of companies listed. Within oil service and drilling, Oslo Børs is Europe s largest by market capitalisation and number of companies and the second largest in the world. Questerre is a Canadian oil and gas exploration and production company focusing on high-impact projects in frontier Canada. The company has assets in Quebec, Saskatchewan and British Columbia, in addition to its conventional assets in Central and Southern Alberta. 49% of total market capitalisation 61 listed companies 10

11 Long Tradition Shipping Norway s maritime industry is built on its centuries long tradition as a shipping nation. Norway has the fifth largest merchant fleet in the world. The industry is the country s second largest after petroleum with a total NOK 100 billion in value creation and 100,000 employed. Norway boasts one of the most complete maritime clusters in the world, including ocean transport, ship equipment, shipbuilding, ship broking, financing, insurance, classification and maritime oil-related activities. An outstanding feature in the Norwegian market is the breadth of shipping research coverage. Almost every securities firm in Norway has a dedicated maritime team that has been there throughout good and difficult times in the shipping market. This contributes to continuous investor attention to this sector. Petter Skar Head of corporate finance Fearnley Fonds ASA Oslo Børs s shipping sector is Europe s largest ranked by number of listed companies and 3rd largest in the world. Fearnley Fonds, a member of Oslo Børs, is an authorised stockbroking and investment banking firm. The firm specialises in international shipping, oil services and energy stocks. The firm also follows certain other niches and industries. 7% of total market capitalisation 25 listed companies Fast Growing Sector Seafood Norway has a long history as a fishing nation and has successfully expanded into a leading position within aquaculture during the past four decades. The country is the world s largest producer of farmed Atlantic salmon. Fish is the third most important export product after oil & gas and metal, accounting for 4.5% of Norway s total exports. Oslo Børs is the world leading seafood exchange based on market capitalisation and number of listed companies. 4% of total market capitalisation 14 listed companies When we in 2007 decided to expand from being a private company to going public, we had to look outside our geographical region to find equity funding and a suitable arena for ongoing liquidity in our stock. Oslo was the natural choice for us as a seafood company and it has proven to be an efficient gateway to international investors for Copeinca. Samuel Dyer Coriat CEO Copeinca ASA Copeinca is one of the most dominant fishmeal and fish oil players in Peru, and the world s largest producer and exporter of fishmeal and fish oil. Copeinca owns a large and modern fleet and has several plants onshore. The company actively sells and exports most of its production into the animal feed industry, as well as the omega-3 market, primarily to Asia and Europe. 11

12 Listing Process Photo: Bo Mathisen Polarcus Limited listing at Oslo Axess 30 September 2009 Start Week 1 Week 4 Week 8 within next 45 days Introductory report Introductory meeting Application submitted Compliance meeting Oslo Børs board meeting approval Prospectus finalised First day of listing The formal process for listing on Oslo Børs or Oslo Axess can take from four to eight weeks. The timetable for a standard process (eight weeks) is set out above. Introductory Report A company starts the process by submitting an introductory report to Oslo Børs. The report sets out how and to what extent the company satisfies the conditions for admission to listing. The report must be submitted at least five business days before the introductory meeting. Introductory Meeting A company must take part in introductory meeting with the administration of Oslo Børs at least 15 business days before the application deadline. At the meeting, the company addresses the business activities, financial situation, management and board of directors, issues related to financial reporting, and compliance with obligations for listed companies. Special Circumstances Any request for exemption from listing requirements and other special circumstances must also be raised at the introductory meeting. In addition, the company must provide information on any planned share issues or sales of shares by existing shareholders. Listing Application The application for listing must be submitted at least 20 business days before Oslo Børs board of directors meeting for considering the application. As a rule the listing process will include undergoing a due diligence review in accordance with normal market practice. Board Recommendation After a review of the listing application by Oslo Børs administration, it will prepare a recommendation to Oslo Bors board of directors. The board meets normally once a month. Listing Prospectus Once the board of Oslo Børs approves the application, the company has 45 days during which it must list. The company must publish a listing prospectus prior to the first day of listing. Please refer to the Listing Rules for Oslo Børs and Oslo Axess for a detailed description of the listing process and criteria for listing. > English > How to list your company 12

13 Post Listing Once a listing application has been submitted, companies become subject to a number of disclosure rules. Listing advisors at Oslo Børs will brief a company on its duties and responsibilities as a listed company, and advise on how Oslo Børs array of value-added services can help fulfil those obligations. Continuing Obligations Companies listed on Oslo Børs and Oslo Axess are subject to the same obligations to the market and investors. The continuing obligations of listed companies include, for example, duty of disclosure, such as inside information, and transactions with close associates. The obligations also covers financial reporting, procedures for publishing and filing information, duty to notify about transactions in the company s own shares, corporate governance reports, prospectuses, takeover bids, general meetings, execution of corporate actions, companies with a secondary listing, price quotation, and delisting and sanctions. Value-Added Services Oslo Børs VPS was created in 2008 from the completed merger of Oslo Børs and the Norwegian Central Securities Depository (VPS). Combined, it gives issuers a more complete and integrated array of services and products from a single source so that issuers can securely and easily monitor their listing, meet financial obligations and improve their investor relations. Among the list of issuer products provided are: News Service: distributes notifiable information and share sensitive news Company Performance Report: keeps an eye on trading activity IR Web Modules: publishes securities data on company s web page Nominee ID: identifies owners behind nominee accounts Company Services: access to information about shareholders General Meeting: facilitates AGM planning Employee Share Savings Programme: simplifies administrative tasks Corporate Actions: executes corporate actions and online share subscription A full list of continuing obligations with detailed information can be found at > English > Regulations > The Issuer Rules > Continuing obligations of stock listed companies Contact Oslo Børs for a copy of Oslo Børs VPS Issuer Products brochure. > English > Products and services > Brochure material 13

14 Secondary Offerings Listing on Oslo Børs and Oslo Axess gives a company additional financial flexibility going forward. Once listed, a company has the option to issue new shares instead of borrowing through bank loans and bonds. The recent turbulence in the financial markets demonstrates the benefits of having alternative ways of funding. A strain on the global banking sector can lead to tighter lending conditions, causing companies to consider other ways to finance their projects, meet capital requirements, fund acquisitions, or strengthen their balance sheets for future needs. In 2009, Oslo Børs had NOK 50.8 billion in share issues stemming from secondary offerings. A majority of these were focused on the capital-intensive sectors, such as energy and shipping. But companies in many sectors took advantage of this alternative financing possibility, ranging from a NOK 14 billion rights issue by DnB NOR, Norway s leading financial services institution, to a NOK 87.5 million offering by Algeta, a Norwegian oncology company developing treatments for bone metastases and disseminated tumour types. Access to Equity Capital - IPOs and secondary offerings NOK Billion Oslo Børs Oslo Axess Energy Sevan Marine raised NOK 2.6 billion during June to July 2009 to finance its fleet of floating offshore vessels. The gross proceeds of the private placements will be used for the construction of Sevan Driller and Sevan Driller II and for certain working capital and general corporate purposes. The Norwegian oil and gas equipment and services company specialises in building, owning and operating floating units for offshore applications. The company has developed a cylinder shaped floater, suitable in all offshore environments. Presently, Sevan Marine has four FPSO contracts, including the Goliat Sevan 1000 FPSO, and three drilling contracts with clients. The company is also developing other application types for its cylindrical Sevan hull, including floating LNG production and power plants with CO2 capture. Shipping Golden Ocean Group raised NOK 738 million in April 2009 to reduce its financial commitments and make sure the company was fully funded going forward. The objective of the financial restructuring was to create a robust business model for Golden Ocean where reduced commitments, combined with the company s modern fleet and good time charter coverage, would give downside protection to meet a potential continued difficult freight market. Golden Ocean Group Limited is a Bermudabased dry bulk shipping company, focusing on the Panamax and Capesize markets. The company is presently operating a fleet of 45 vessels on a daily basis. In addition a total of 35 vessels have been ordered from four different yards. Seafood Austevoll Seafood raised NOK 653 million in September 2009 to be able to pursue possible growth opportunities. The proceeds will be applied towards general corporate purposes and strengthening of the company s balance sheet to take advantage of future industry consolidation. Austevoll Seafood, listed in 2006, is a significant player in pelagic fishery, fish meal, oil production, processing of fish for human consumption, sale of fish products and salmon farming. The company operates through subsidiaries and associated companies fishing vessels with licensed quotas in three of the world s most important fishery countries - Norway, Chile and Peru. 14

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16 Brandlab Photos: Simen Skyer / Scanpix OSLO BØRS ASA Box 460 Sentrum NO-0105 Oslo, Norway Visiting address: Tollbugata 2, Oslo Questions may be directed to the Listing and Issuer Services department: list@oslobors.no Telephone: