Merkur Market

Merkur Market
– a new marketplace for
shares and equity certificates
- established 1819
- established 2007
- launch 2016
Oslo Børs: Products and marketplaces
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Equities
Equity certificates
ETFs and ETNs
Warrants
Derivatives
Fixed income
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Equities
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Market data
2
Fixed income
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Equities
Equity
certificates
New listings in The Nordics 2005 - 2015
231
112
60
29
Oslo
Stockholm København
Source: Oslo Børs, Nasdaq OMX, Thomson Reuters
Helsinki
Why public listing?
• Access to investors and capital market
- Investors that solely invest in listed companies
- Market valuation of the company
-
Using the company’s shares to acquire other companies
• Electronic trading
- Market surveillance and active monitoring
• Potential exit for existing owners
• Visibility
• Quality stamp
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Why do we launch Merkur Market?
• Simpler access to the capital markets
for smaller and medium-sized
companies
• Less comprehensive requirements
• Access to risk capital
• Possible first step towards a listing on
Oslo Børs
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Why choose Merkur Market?
Connecting investors and companies
Safe and efficient trading is crucial when
investing in a company
• Simpler access to the capital markets
- Electronic order book trading through Oslo Børs’
trading system
- Market surveillance
- Duty to publish inside information
Timing the IPO correctly
• Quick process for admission to trading
- less comprehensive and lower requirements
A first step towards listing on Oslo Børs
• Suitable for smaller companies…
- open to private limited companies, public limited
companies and issuers of equity certificates
Less comprehensive obligations
• … and for larger companies
Tax neutral for investors
• Taxable value as for unlisted shares
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Roles during the admission process
Oslo Børs
Audit firm/
legal firm
Investment bank
Bank
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• Guides through the admission process.
• The Admissions Committee decides whether
to admit a company to trading.
• Limited financial and/or legal due diligence
Exemption for companies with market cap
below NoK 50 million.
• If the company plans to raise capital.
• Shares must be registered with an approved
central securities depository, such as VPS.
Quick and flexible process for admission to trading
Ordinary process: 15 working days
1
• Receipt of
application and
submission of
admission
document for
inspection and
review by the
marketplace
+4
• Meeting with the
company (CEO,
CFO or member
of the board of
directors)
+5
• Financial and/or
legal due
diligence
ca +15
• Review of
admission
document
complete
Fast-track: 6 working days
If prospectus –> Review of prospectuses is performed by Finanstilsynet (The Norwegian FSA)
- Addressed to 150 or more persons, and involves an amount of at least EUR 5,000,000
- Certain exemptions
+15
• Decision by the
Admissions
Committee
Merkur Maket – rules and regulations
• Merkur Market is an MTF (Multilateral Trading Facility)
- Not a regulated market or exchange
• Several of the regulations in the securities trading act does not apply
- Prospectus
- IFRS
- Take over
- Disclosure of large shareholdings (flagging)
• Some important regulations in the secuirities trading act does apply
- Misuse of inside information
- Confidentiality
- Market manipulation
9
Requirements for admission to trading
Oslo Børs
Oslo Axess
10 percent
25 percent
25 percent
No minimum requirement
500
100
Market capitalisation
(in NOK million)
No minimum market
capitalisation
300
8
Operating result must
be positive
No
No
No
One annual or interim report.
Three years
One annual or
interim report
Spread of share
ownership
Number of shareholders
History and activity
Requirements for admission to trading
Oslo Børs
Oslo Axess
NOK 1
NOK 10
NOK 1
Listing prospectus
No listing prospectus. Must
publish an admission document.
Yes
Yes
Financial reporting
IFRS, Norwegian GAAP or other
recognised accounting
standards
IFRS
IFRS
Liquidity
No requirement for sufficient Sufficient liquidity
liquidity. Statement on liquidity. for 12 months
Minimum price per share
Type of company
Board of directors
Private limited companies,
public limited companies and
savings banks
Public limited
companies and
savings banks
Sufficient liquidity
for 12 months
Public limited
companies
All board members All board members
At least one board member
must have
must have
must have satisfactory expertise
satisfactory
satisfactory
on the rules for Merkur Market
expertise
expertise
Being admitted to trading on Merkur Market involves:
• Continuous requirements :
- The duty to publish inside information and other significant
information
- Processes for handling inside information
- Publication of trading in own shares and trading by primary
insiders
- Publishing annual reports and half-yearly interim reports
-
Annual report: 5 months, interim report: 3 months
- Ensuring equal treatment of shareholders
Merkur Market - other
• Delisting
- Decision by general assembly with same majority as for changes to articles of association
- Companies approved for listing on other regulated market or exchange can be delisted
without decision by general assembly
• Transfer from Merkur Market to Oslo Børs or Oslo Axess
- Simplified process
- Exemption from due diligence possible
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Low fees
• Significantly lower than for listing on Oslo Børs
and Oslo Axess
- Introduction fee (ordinary admission process): From NOK
25,000, depending on the company’s market capitalization
- Annual fee: From NOK 25,000, depending on the
company’s market capitalisation
• For companies listed at launch of Merkur Market
- Free introduction fee and first annual fee
Want to know more about Merkur Market?
Please contact the Listing
Department at Oslo Børs:
- listing@oslobors.No
- +47 22 34 17 00
- www.oslobors.no/ob_eng/O
slo-Boers/Listing/Shares-equitycertificates-and-rights-toshares/Merkur-Market
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