New rules simplify the process of raising equity capital

The implementation of the EU’s Listing Act is drawing nearer.

The Ministry of Finance recently presented a bill to implement parts of the Listing Act. This is a regulatory package from EU designed to make the securities market more attractive and facilitate easier access to capital. For listed companies, issuers and other market participants, there are several important changes.

The exemptions from the prospectus requirement (for both listing and offering prospectuses) are being significantly expanded. More share issues will be carried out without the need to draw up a prospectus:

• A new exemption from the obligation to draw up a listing prospectus applies to securities that are fungible with securities that have been admitted to trading on a regulated market for at least 18 months, provided that these (i) are not issued in connection with a takeover and (ii) the issuer is not undergoing restructuring or bankruptcy. Instead of a prospectus, a single document must be drawn up.

• The exemption from the obligation to draw up a listing prospectus when listing securities that are fungible with securities already listed on the same regulated market is extended from 20 per cent to 30 per cent – the exemption will also apply to the obligation to draw up an offer prospectus.

• The EEA prospectus threshold is raised to EUR 12 million.

• Content requirements for national prospectuses (for offers between EUR 1 and EUR 12 million) are simplified and the requirement for registration in the Register of Business Enterprises is removed.

In addition, several changes are being made to MAR that are of significance to listed companies, including those relating to the reporting obligations of primary insiders, deferred disclosure and trading during closed periods.  

The Ministry of Finance has requested prior consent from Stortinget so that the rules can come into force as soon as possible. We at AGP are keeping a close eye on developments!

Please contact us if you would like more information on how these changes affect your business.