Continuing Obligations for companies listed in Singapore and Oslo
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Quick Guide Continuing Obligations for companies listed in Singapore and Oslo
Introduction
With the dual listing cooperation formalised
through a memorandum of understanding
entered into on 8 July 2009 between Oslo
Børs and the Singapore Exchange, the road to
efficient dual listings in the two markets has
been established.
The aim of this quick guide is to outline the Legal framework for
scope of additional continuing obligation listed companies
requirements which will apply to a com- The legal frameworks for listed companies
pany with a primary listing on the Singa- in Oslo and Singapore are largely parallel
pore Exchange Securities Trading Limited and both legal frameworks operate as dis-
(“SGX”) seeking a secondary listing on Oslo closure based systems. Companies listed in
Børs. Companies with a primary listing on Oslo and Singapore are guided by the main
Oslo Børs will receive a waiver of addition- principle of full, accurate and timely disclo-
al obligations when obtaining a secondary sure in order to ensure a fair, orderly and
listing on the SGX, and we thus refer you efficient market.
to brochure Quick Guide to Continuing
Obligations on Oslo Børs for an overview In Oslo
of applicable regulation, available on www. Companies listed on Oslo Børs are sub-
wr.no or by request to any of our team ject to the continuing obligations as set
members (see below). out in the Continuing Obligations for
Stock Exchange Listed Companies (“OSE
We hope you find this quick guide useful Continuing Obligations”), which comprise
and we encourage you to contact us for relevant statutory regulations relating to
more information. companies listed on Oslo Børs, including
local regulation deriving from the Stock
Exchange Act, the Securities Trading Act,
the Stock Exchange Regulations, and the
Securities Trading Regulations.
In Singapore It is notable that many continuing obligations
Companies listed on the Main Board of the to be complied by a dual listed company over-
SGX are subject to continuing listing obli- lap so it is important for such a company to
gations as set out under the listing rules have their legal counsel pay attention to the
(“SGX Listing Rules”). Continuing obliga- details in order to ensure that both sets of
tions for Singapore listed companies are set rules are fully complied with. We have only
out in Chapters 7 to 12 of the SGX Listing outlined below, the salient differences for your
Rules and covers conduct/obligations of consideration and the following should not be
the issuer in relation to changes in capital, taken as a substitute for full legal advice.
interested persons transactions, acquisitions
and realisations by the issuer, takeovers and Summary of key continuing
circulars to shareholders (“SGX Continuing obligations for companies
Obligations”). listed on the SGX, highlight-
ing additional obligations
Secondary listings on Oslo as a consequence of a
Børs secondary listing on Oslo
Additional continuing obligations Børs
If your company is primarily listed on the The following summarises the main obli-
SGX and you are seeking a secondary listing gations in both markets and highlights cer-
on Oslo Børs, certain additional obligations tain additional obligations under the OSE
will be imposed (as opposed to the waiver Continuing Obligations for non-Norwegian
received from the SGX for companies hold- companies (established outside the EEA)
ing a primary listing on Oslo Børs). with Norway as its home member state1:
1
Home member state means seeking a first time listing on Oslo Børs as regulated market within the EEA.
KEY SGX CONTINUING KEY OSE CONTINUING
OBLIGATIONS OBLIGATIONS
1. Language All disclosure made under the SGX Non-Norwegian issuers will receive
require- Continuing Obligations must be in an exemption from the require-
ments English. ment to disclose in Norwegian and
may thus disclose in the English
language only.
2. Disclosure All information which is necessary All potential price relevant infor-
of price to avoid the establishment of a mation regarding the issuer must
relevant false market or is likely to materially be disclosed immediately, unless
information affect the price of securities must a legitimate reason to postpone
be disclosed immediately, subject to disclosure exists, and Oslo Børs is
exceptions. promptly notified of the postpone-
ment and the background for such
delay.
3. Interested Objective of disclosure in relation to No additional requirement for sec-
(related) interested persons transactions is ondary listed companies on Oslo
persons to guard against the risk that such Børs.
transac- interested persons can influence the
tions issuer (or its group) to enter into
transactions with interested persons
(including directors, senior manage-
ment, controlling shareholders and
their associates) which may adversely
affect the issuer. Hence, issuer enter-
ing into transactions with interested
(related) persons are required to:
• announce the transactions if
the transaction value is equal to
or more than 3% of the issuer’s
(or group’s) latest net tangible
assets; and/or
• obtain shareholders’ approval if
the transaction value is equal to
or more than 5% of the issuer’s
(or group’s) latest net tangible
assets.
4. Financial Issuers must publish: Additional requirements for sec-
Reporting • Financial statements for each of ondary listed companies on Oslo
its first three quarters immedi- Børs which have Norway as their
ately after the same is available home state:
(and no later than 45 days after • Financial statements for the
the quarter end); fourth quarter
• Financial statements for the • A half-year report
full financial year immediately • Financial statements and
after the same is available (and annual report for the full finan-
no later than 60 days after the cial year within four months
relevant financial period) after the end of the financial
• Annual report within four months period.
after the end of the financial year.
KEY SGX CONTINUING KEY OSE CONTINUING
OBLIGATIONS OBLIGATIONS
5. Financial Financial statements to be prepared Financial statements to be pre-
reporting in accordance with IFRS, Singapore pared in accordance with IFRS,
language FRS or US GAAP. US GAAP, Singapore FRS and a
selected few other international
GAAPs.
6. Insider • Trading in the issuers’ securities • The prohibition under
trading while in possession of undis- Norwegian law is gener-
closed inside information or pro- ally similar, but case law
viding such inside information to and enforcement in specific
or advising others to trade when matters may vary. Generally
in possession of inside informa- Norwegian courts are very
tion is an offence and may also strict in its enforcement.
give rise to civil liability.
• Issuer is required to ensure that
insiders are made aware of their
obligations and liabilities.
7. Maintaining No specific requirement to maintain When in possession of undisclosed
an insider an insider list. inside information, the issuer is
list required at all times to maintain
an up-to-date list identifying all
internal and external persons with
access to such inside information.
The list must be stored for at least
5 years after its creation or update
and transmitted to the Financial
Supervisory Authority of Norway
and/or Oslo Børs upon request.
8. Associated • Directors, substantial share- • Associated persons (called
persons’ holders, executive officers, “primary insiders”) are legally
obligations employees, the issuer’s pro- defined as members, deputy
in relation fessional advisers (including members and observers to
to trading lawyers, bankers, accountants, the board, senior employees,
of shares public relations and advertising members of the control com-
consultants) and their respective mittee, the company secretary
associates are considered associ- and the company auditor.
ated persons for purposes of the Primary insiders have a duty of
SGX’s corporate disclosure poli- investigation with respect to
cies. Procedures to be followed the occurrence of undisclosed
when such persons purchase or inside information before
sell shares are a matter of inter- trading in the shares or other
nal corporate governance. securities of the issuer
• Obligation on directors and • Primary insiders have a duty of
substantial shareholders to disclosure of any trade in the
announce (in prescribed form) shares or any other securities
any changes in their sharehold- of the issuer within the open-
ing in the issuer. ing of the market the trading
day following the agreement
to trade.
KEY SGX CONTINUING KEY OSE CONTINUING
OBLIGATIONS OBLIGATIONS
9. Filing Issuers must provide the SGX with 30 No corresponding obligation to
require- printed copies of all periodic/special provide paper copies to Oslo Børs.
ments reports or shareholders’ circulars
and published accounts but no such
requirement in relation to announce-
ments released via SGXNET.
10. Specialist • Oil and natural gas companies: • Oil and natural gas companies:
issuer No specific obligation require- Companies whose principal
disclosures ments. activity is or is planned to be
the exploration and/or produc-
• Life science companies: tion of hydrocarbons (oil and
If the issuer qualified for listing natural gas companies) should
under the life science companies annually publish updated
criteria as set out in the SGX reserve figures and an annual
Listing Rules, then it would have statement of reserves in
additional disclosure obligations accordance with guidelines set
and has to provide quarterly out by the exchange.
disclosure on its use of funds and
also provide projection of use of • Life science companies:
funds for the next quarter. No specific OSE Continuing
Obligation requirements.
• Investment funds:
Issuer has additional disclosure • Investment funds:
requirements which has to be No specific OSE Continuing
made in their periodic reports Obligation requirements.
(e.g. disclosure of breakdown of
income received between divi-
dends and interests and others)
and annual reports (e.g. disclo-
sure of the directors’ valuation
and market value)
11. Share- All issues of new shares by the issuer No corresponding obligation under
holders’ have to be approved by shareholders the OSE Continuing Obligations.
approval in a general meeting unless a prior The question as to whether share-
for general mandate from the sharehold- holders’ approval is needed is a
share ers has been obtained. matter governed by the companies’
issues laws of the country of incorporation
of the issuer.
KEY SGX CONTINUING KEY OSE CONTINUING
OBLIGATIONS OBLIGATIONS
12. Prospectus • Share offers: • Share offers:
require- All offers for shares must be All offers for shares exceeding
ments for accompanied by a prospec- EUR 2.5 million (during the last
share offers tus unless the offer falls within 12 months) must be accompa-
exemptions set out under the nied by a full EEA prospectus
regulations, including: unless the offer falls within
–– Private placements (offers applicable exemptions under
made to no more than 50 people EU’s Prospectus Directive,
within any 12 month period) including:
–– Small offers (total amount –– Offers directed to fewer
raised within any 12 month than 100 persons in the
period does not exceed S$5 Norwegian market
million) –– Offers with a minimum
–– Offers to institutional or subscription per investor of
accredited investors EUR 50,000
–– Offers directed to profes-
• Listing of additional shares: sional investors only
If the offering does not require a –– Certain type of offers
prospectus there is no obliga- including offers constituting
tion to prepare a prospectus for part of a merger and offers to
the listing of the same shares. employees.
However the issuer must apply
for listing of such shares, see 13 • Listing of additional shares:
below. Regardless of whether the
offer of shares triggers a duty
to prepare a prospectus or
not, issuance of more than 10%
of the issued capital of the
company calculated over 12
months rolling periods, must
be accompanied by a listing
prospectus.
13. Listing Issuer is required to prepare and No listing application required for
application submit to the SGX the prescribed listing of additional shares but see
for addi- documents, including: paragraph 13 above for potential
tional • an additional listing application prospectus requirement.
shares setting out prescribed informa-
tion/details on the shares to be
issued;
• shareholders’ circular (unless
shareholders’ approval is not
needed for the issue); and
• prospectus (if applicable) or
offer information statement or
other applicable offer document.
KEY SGX CONTINUING KEY OSE CONTINUING
OBLIGATIONS OBLIGATIONS
14. Acquisit- Depending on the size of the relative No additional disclosure obligation
ions and figures computed on certain pre- for secondary listed companies on
ealisations scribed bases (as set out in the SGX Oslo Børs.
Listing Rules), transactions entered
into by the issuer are classified as
follows (with the corresponding
obligation):
• Non-discloseable transactions
– no announcement needed if
relative figure is 5% or less;
• Discloseable transactions –
immediate disclosure of certain
prescribed information if relative
figure exceeds 5% but does not
exceed 20%;
• Major transactions – (i) imme-
diate disclosure of certain
prescribed information and
(ii) shareholders’ approval to
be obtained if relative figure
exceeds 20%
• Very substantial acquisitions or
reverse takeovers – (i) immediate
disclosure of certain prescribed
information, (ii) shareholders’
approval to be obtained and (iii)
SGX approval to be obtained if
relative figure is 100% or more.
15. Take-over Corporations with primary listing It is expected that Oslo Børs
rules on SGX have to comply with the will give an exemption from the
Singapore Code on Take-overs and Norwegian Take-over Rules if the
Mergers in addition to provisions on issuer is primary listed on the SGX
take-overs in the SGX Continuing and subject to the Take-over rules
Obligations. of the SGX.
16. Voluntary The SGX needs to agree to an appli- A company may apply for a
delisting cation by the issuer seeking to delist. delisting if the shareholders with
Issuer should provide a reasonably the same majority as required
exit alternative (usually a cash offer) for changing the Articles of
to the shareholders and should Association (as directed by the
appoint an independent financial companies’ laws applicable to the
adviser on the exit offer. Exit offer issuer) resolve to apply for delist-
needs to be approved by at least 75% ing. Oslo Børs may decide to delist
of the shareholders (and resolution if found not to cause undue bur-
should not be voted against by 10% dens to the minority shareholders.
or more).
Further information than Norway, your position may differ and
The summary information provided in the you may be subject to regulation of your
tables are necessarily selective and is not home member state within the EU – please
intended to be exhaustive. You are encour- contact us for further information.
aged to contact us for specific advice relat-
ing to the continuing obligations to be For further information on the listing
observed by your company. process and requirements in Oslo and
Singapore, please refer to our Quick Guide
In particular, if your company is estab- to listing on Oslo Børs and the SGX avail-
lished in another EEA country than Norway able on www.wr.no or by request to any of
and thus has another home member state our team members.Wikborg Rein’s listing team
Oslo
Cecilie Grue Susanne Munch Thore
+47 991 62 486, +47 911 36 899,
cgr@wr.no smt@wr.no
Per Anders Sæhle Andreas Kildal
+47 995 23 533, +47 958 51 375,
pas@wr.no ank@wr.no
Ketil E. Bøe Arne Didrik Kjørnæs
+47 976 99 405, +47 913 23 066,
keb@wr.no adk@wr.no
bergen singapore
Haakon Blaauw June Ho
+47 905 54 064, +65 6496 8350,
hbl@wr.no jho@wralliance.com.sg
Marianne Sahl Sveen
+65 6496 8229,
mss@wr.com.sgWikborg Rein’s offices
Oslo London Singapore
Kronprinsesse Märthas pl. 1 Cheapside House 6 Raffles Quay #10-05/06
Postboks 1513 Vika 138 Cheapside Singapore 048580
0117 Oslo, Norway EC2V 6HS, United Kingdom Tel.: +65 6438 4498
Tel +47 22 82 75 00 Tel +44 20 7236 4598 Fax: +65 6438 4496
Fax +47 22 82 75 01 Fax +44 20 7236 4599 singapore@wr.no
oslo@wr.no london@wr.no
Bergen Shanghai Kobe
Olav Kyrresgt. 11 Hong Kong New World Tower, Sannomiya Kokusai Bldg. 5F
Postboks 1233 Sentrum Room 1302 1-30, Hamabe-dori 2-chome,
5811 Bergen, Norway No. 300 Huai Hai Middle Road Chuo-ku
Tel +47 55 21 52 00 Shanghai 200021, China Kobe 651-0083, Japan
Fax +47 55 21 52 01 Tel +86 21 6339 0101 Tel +81 78 272 1777
bergen@wr.no Fax +86 21 6339 0606 Fax +81 78 272 1788
shanghai@wr.no kobe@wr.no
Disclaimer
This quick guide was prepared by Wikborg Rein & Co for informational purposes only and is not to be used, relied
on or considered as legal advice with respect to the information provided herein. As such, this quick guide should
not be considered an individualised or personalized legal advice nor is it intended to replace your usual profes-
sional legal advice and any steps taken by your company in relation to your listing obligations or otherwise should
not be made on the basis of this quick guide. You are strongly advised to consult us or your usual legal adviser
for any queries which you may have. Wikborg Rein & Co and its affiliates do not owe any duty or obligation (and
neither shall any duty or obligation be assumed) to any other recipient of this quick guide, whether in contract,
tort, statute or otherwise in connection with this quick guide. By accepting a copy of this quick guide, you are
taken to have acknowledged and agreed to the terms of this disclaimer, to the laws of Norway as the governing
law and to the exclusive jurisdiction of Oslo City Court as legal venue in all matters of dispute.You can also read
