The company shall, as soon as possible, disclose information about decisions or other facts and circumstances that are “price sensitive”. The concept of what is “price sensitive” has to be evaluated on a case by case basis. In evaluating whether a price sensitive effect is reasonably expected to occur, the factors to be considered may include:

• the expected extent or importance of the decision, fact or circumstance compared to the company’s activities as whole;
• the relevance of the information as regards the main determinants of the price of the company’s securities; and
• all other market variables that may affect the price of the securities.

In doubt, the Issuer Surveillance department on NASDAQ OMX Stockholm, which has the duty of confidentiality, can be contacted at number +46 8 405 70 50.
 

In accordance with the Exchange Information rules, the information shall be disclosed in a manner that ensures fast public access to the information on a non-discriminatory basis. The information shall be simultaneously provided to the Exchange in the way prescribed by the Exchange and as soon as possible be made available on the company’s website.

The above described criteria have been implemented in the Rulebook in accordance with the EU Transparency Directive (2004/109/EC). In practice this means that a listed company has to use an established information distributor in order to disseminate the company’s information.
 

Occasionally events happen that a listed company has to inform about at the same time. Nothing stops the company in this situation from publishing on press-release covering all events. However, according to 3.1.5 of the Rulebook the most important information in an announcement shall be clearly presented at the beginning of the announcement. Thus, a company cannot for example in a heading set out that it has received an order and then at the end of the announcement announce a profit warning. Such an announcement would be a violation of the disclosure rules of the Rulebook.

At a shareholders’ meeting it is not allowed to disseminate new information that is likely to materially influence the valuation of the company’s listed securities, i.e. price-sensitive information, for example quarterly reports. If the company plans to release such information at a shareholders’ meeting, the company must publish the information in a press release prior to the opening of the meeting. Equally, if a company for instance plans to reveal a new forecast for the business in a speech from the CEO, this information must be published to the market before the information is revealed at the shareholders’ meeting.

Following the shareholders’ meeting, a press release shall always be published describing the most important decisions taken by the meeting.
 

Notices to attend general meetings of shareholders shall according to 3.3.3 of the Rulebook always be disclosed. This applies irrespective of if a notice contains price sensitive information or not, if a notice will be sent to the shareholders by post or in any other way will be made public (e.g. in a newspaper) and notwithstanding of if certain information included in the notice previously has been disclosed in accordance with the Rulebook.

A proposal from the board of directors, or from anyone else, to a general meeting of shareholders which is price sensitive must be disclosed as soon as possible. This means that a price sensitive proposal must be disclosed as soon as possible even though the content of the proposal will later be part of a notice. A notice must not be disclosed later than when the notice is sent to e.g. a newspaper for publication.
 

Even though a notice does not contain any price sensitive information the notice must in general be disclosed at the same time as the advertisement is sent to a newspaper. There may, however, be situations where certain information is still outstanding when a draft notice is sent to a newspaper for publication. This could be one reason to await the disclosure until the notice is finalized. The notice must, however, always at the latest be disclosed the evening before the notice is expected to be published in a newspaper and before it is made available on the company’s web site. It is thus not sufficient to disclose the information the same morning as the notice will be published in a newspaper.

The notice of a shareholders’ annual meeting and extraordinary meeting where a change in the articles of association may be decided, shall be issued not earlier than six and not later than four weeks before the meeting. Notice of other extraordinary meetings shall be published not earlier than six weeks and not later than two weeks prior to the meeting.

Flagging is a disclosure of a change in ownership in a listed company. The Flagging Rules on the Swedish market were changed on 1 July 2007 following the implementation of the EU Transparency Directive. NBK’s Rules on Flagging ceased to be in effect from the above mentioned date and flagging is from that date only regulated by the Swedish law on Trading with Financial Instruments (Lag (1991:980) om handel med finansiella instrument).

The change in ownership shall be published when a physical or legal person, Swedish or foreign, acquires or sells shares in a Swedish listed company which results in a change in ownership where the total holding passes, up or down, 5, 10, 15, 20, 25, 30, 50, 66, 2/3 and 90 per cent of the capital or votes in the company.

A flagging disclosure shall, at the latest, be sent both to the company concerned and to the Financial Supervisory Authority (Finansinspektionen) before the end of the next trading day after the day of the transaction. Finansinspektionen is then responsible for the publication of information to the market.

A flagging disclosure shall be sent, if possible, to Finansinspektionen via their web site by the use of an e-identification. The flagging disclosure can also be sent via e-mail to Finansinspektionen to marknadssystem@fi.se or via fax to 08-24 39 25 if a Swedish civic registration number is lacking.
 

All persons with an insider position in a listed company have to register their own and any related person’s transactions to the insider register. This register is administrated by Finansinspektionen and can be found on www.fi.se. The Act concerning Reporting Obligation for Certain Holdings of Financial Instruments (Lag (2000:1087) om anmälningsskyldighet för visa innehav av finansiella instrument) regulates which persons that shall report their transactions.

The Exchange shall according to law under certain conditions decide upon a trading halt. Such condition could be a situation where the general public does not have access to equal information regarding a certain financial instrument or does not have access to equal information regarding an issuer. A decision regarding a trading halt could also be implemented under special circumstances, for example when a company is planning to publish price sensitive information during continuous trading. A trading halt shall only be effective during a short period of time, normally only for a few hours. A listed company can request that the trading in its shares is stopped but the final decision is always taken by the Exchange.

Yes, according to 3.1.6 of the Rulebook all published financial information from the last three years shall be available on the company’s web site. Financial reports shall, however, be available for a minimum of five years from the date of disclosure.

According to the Swedish Code of corporate governance the web site shall also contain the company’s articles of association, information about the management and the board of directors of the company, information regarding any incentive programs, information regarding the annual general meeting and information regarding the nomination committee. For more information about the Swedish Code of corporate governance, please see Surveillance/Quick links/Code of corporate governance.

No, according to chapter 7 section 25 of the Companies Act, there is only a requirement for the company to keep annual accounts and the auditor’s report available for the shareholders at least two weeks prior to the annual general meeting. A copy of the documents shall, however, immediately be sent for free to a shareholder upon request.

If a party controlling shares representing less than 30 per cent in a company acquires additional shares which make the holding reach or exceed 30 per cent, it shall within four weeks make a public takeover bid for the remaining shares in the company (mandatory offer). In case the acquisition has been made by mistake, the party could within four weeks sell shares to bring the holding below 30 per cent in order to avoid the obligation. The complete provisions concerning public takeover bids can be found in the Law (2006:451) of Public Takeover Bids on the Stock Market. The Swedish Securities Council can under certain conditions grant an exemption from the mandatory offers. For all statements from the Council, please see www.aktiemarknadsnamnden.se.

• What is the order value?
• On how long period is the order value estimated?
• Who is the customer?
• What product/service does the order concern?
• Does the order concern a new line of business or a market?
• Does the order have an influence on the result, if not on the current year, when?
• Is/are there any reservation(s) regarding the order?

Regulations regarding trading and other provisions concerning the purchase of a company’s own shares are regulated by section 4.2 of the Rulebook. For more detailed information, please see under Surveillance/quick links/Repurchase.

In order to increase the access and simplify for all the stakeholders to receive information and announcements which are sent to the listed companies on the Exchange, an information service has been established. If you’d like to receive this kind of information via e-mail, you can make a registration at the Exchange’s home page.

1. Go to http://nordic.nasdaqomxtrader.com/newsstatistics/Market_Notices/Subscribe/
2. Select “Register a new subscription”
3. Fill in your contact information and choose “News for listed companies” in the series “Stock Market Information”

The information service also offers a possibility for you to receive a wider range of information from the Exchange. You can, for instance, also choose to subscribe for Exchange notices and statistical reports.
 

Information received by the Exchange from a company pursuant to a confidentiality undertaking may not be disclosed by the Exchange to any third party without the company’s consent prior to such information being made public. However, pursuant to Chapter 23 section 2 of the Securities Market Act (2007:528), the information shall always be available to the Swedish Financial Supervisory Authority in its capacity as the supervisory authority of the Exchange.

Prior to the listing, the company shall obtain a legal opinion from an attorney. The legal opinion does, however, not have to be given by an independent attorney, meaning that an attorney having assisted the company for example with the listing can write the opinion. The legal opinion shall at least include the following:

1. a statement that there is an adequate description of the legal risks in the prospectus;
2. a review of all material agreements entered into by the company;
3. an assessment of the company’s tax situation, and
4. a confirmation that all formalities in respect of corporate matters have been handled properly.
    

According to 3.2.2 of the Rulebook the annual financial statement release and the interim quarterly reports shall be disclosed within two months from the expiry of the reporting period. The Rulebook does not set out a requirement that the interim reports shall be reviewed by the company auditor but it shall be stated whether or not the company’s auditors have conducted a review.

According to the Swedish Code of Corporate Governance, the board of directors of a listed company shall make sure that either the company’s midyear or nine-month interim report are reviewed by the company auditor.
 

There is no requirement that a company shall present forecasts. However, if a company chooses to do so it should according to 3.3.1 of the Rulebook follow up on the forecast. If a company reasonably expects that its financial result or financial position will deviate significantly from a forecast disclosed by the company and such deviation is price sensitive, the company shall disclose information about the deviation. The Exchange considers also short-term goals to be forecasts. This means that also for example a turnover target for the next quarter is considered to be a forecast. In general a goal within a shorter term than one year could be considered to be viewed by the Exchange as a forecast.

According to 3.3.2 of the Rulebook also a company, which has not disclosed a forecast or other forward-looking statement, shall disclose relevant information if the company’s financial result or financial position unexpectedly and significantly deviates from a reasonable assessment which can be made on the basis of information previously disclosed by the company.

In case of doubt as to what is considered to be a forecast etc., it is recommended to contact the Exchange’s Surveillance department.
 

According to the Exchange’s general rules a company´s annual report shall not contain any price-sensitive information. All financial information should normally have been made public in the announcement containing the financial statement release and the interim reports (Swe. bokslutskommuniké) and should any material diversion arise before the annual report has been published it should be announced. The same rule applies should the company include a new forecast in the CEO’s statement in the annual report. Since a forecast in general is regarded as price sensitive information such information must be published prior to the annual report is disclosed.

According to 3.2.1 of the Rulebook a company shall prepare and disclose all financial reports pursuant to accounting legislation and regulations applicable to the company. Therefore an annual report for a company (or group) primarily admitted to trading on the Exchange must be prepared according to IFRS standards.
 

As a signal to the stock market, a company’s shares or other securities may temporarily be moved to the observation segment. This is a sub-segment to the main segment. A move to the observation segment is normally limited to maximum 6 months.

The objective behind the observation segment is to give a signal to the market that there are special circumstances connected to the company or its shares to which the investors should pay attention. The most common reasons for moving a company to the observation segment is public takeover offers, substantial changes in a company’s business or organization, delisting, financial uncertainty or that other circumstance exists that results in substantial uncertainty regarding the company or the pricing of the listed securities.
 

According to the Rulebook a listed company shall notify the Exchange’s Surveillance department where the company has made internal preparations to make a public tender offer for securities in another listed company, when there are reasonable grounds to assume that the preparations will result in a public tender offer. If the company has been informed that a third party intends to make a public tender offer to the shareholders of the company, and such public tender offer has not been disclosed, the company shall likewise notify the Exchange when there are reasonable grounds to assume that the intention to make a public tender offer will be realized. A company shall notify the Exchange also in respect of other significant price-sensitive situations, for example major acquisitions, major orders or significant adjustments of a forecast.

The Exchange needs this information in order to be able to survey the trading of a company’s shares to discover possible insider trading or information leaks. The Exchange can also initiate a brief trading halt in connection to disclosure of important news in order to safeguard fair trading. All the staff at the Exchange has an obligation of secrecy.
 

The Exchange can criticize a listed company if a violation of the Rulebook has been concluded but has not been deemed serious enough in order to refer the case to the Disciplinary Committee. The criticism is published in the Exchange’s monthly reports on a no-names basis, stating the circumstances of the case.

If a violation is deemed serious it is referred to the Disciplinary Committee. The Committee is fully independent of the Exchange and its members have no relation to the Exchange. This set up safeguard that a company receives an independent examination of a case. The constellation of the Committee is regulated by the Securities Market Act.

If a case is examined by the Disciplinary Committee the decision by the Committee is made public. The Exchange issue a press release regarding the decision and publishes the full text on its website. The Exchange has three levels of sanctions: warning, fine or in the most serious cases, delisting. The amount of a fine is based on the company’s yearly fee which in turn is based on the company’s market value. The fine normally amounts to between one to 15 yearly fees. Fines imposed by the Disciplinary Committee do not go the Exchange but to a foundation set up to support research in the security market. More information on the Disciplinary Committee together with all decisions is available on the Exchange’s website.
 

The Exchange has an extensive set of rules regarding public takeover offers. These rules states, among others things, what sort of information should be included in a press release regarding a public takeover offer. There are also rules regarding equal treatment of shareholders in relation to a takeover offer, on the bidder’s possibilities to stipulate conditions for completion of an offer and regarding the fact that the board of the target company has to give a public recommendation to the shareholders regarding the offer. The full text of the rules can be found on the website.

When a public takeover bid is launched on a company listed on a regulated market, there is a statutory obligation for the bidder to make a commitment to the Exchange to comply with the exchange rules for such offers and to accept any sanctions which may be imposed by the Exchange in the event of breaches of the rules. This means that both the bidding and the target company have to apply to the same rules. If any of the parties violates the rules the Exchange can refer the case to the Disciplinary Committee which can impose fines of up to 100MSEK.

A public takeover offer is often preceded by a due diligence process. In this process the potential bidder reviews for example financial statements and agreements. A listed company can make this sort of information available in the process but in case some information is price-sensitive the general rule implies that the information must also be published to the whole market at a later stage in order to avoid any discrimination. The publication can for example be made in connection to when the board publishes its mandatory recommendation regarding the offer.

It is never an obligation for a company to agree to a due diligence process but it is up to the board to make an assessment as to whether it could favor the company’s shareholders. The target company should always take into account that it could find itself in a difficult position if it has participated in a due diligence process and a deal is not realized. When sensitive information is made available to a potential bidder the target company must register who has received information and what information the person has received. Further, it must be made clear to the receiving person that he or she becomes an insider and therefore must refrain from trading in the target company’s shares before the relevant information has been made public.
 

The Listing Committee makes listing decisions on behalf of the Exchange. The members of the Listing Committee are assigned by the board of the Exchange and are experienced and of high repute in respect of conditions pertaining to listed companies in the Swedish securities market. The CEO of the Exchange is always member of the Listing Committee.

The Listing Committee bases its decision on the report by the Exchange Auditors and the company’s prospectus. The Listing Committee normally convenes once a month.

A backdoor listing means that a small listed company acquires a larger non-listed company and pay with its own shares (reverse takeover). The result is in practice that the non-listed company acquires the listed company. By acquiring the listed company the non-listed company gets a number of shareholders and a listing. Such acquisition is in general considered as a substantial change of the company’s business activities and/or organization and the company is moved to the observation segment as soon as the acquisition plans are made public. Following an acquisition the Exchange normally consider the company to be a new undertaking, which means that the company must:

• Pay the listing fee;
• Pass the full listing process; and
• Submit a prospectus.

The company will not be moved off the observation segment until the listing process has been finalized and the company has been admitted by the Listing Committee. Consequently, a backdoor listing is normally neither less costly nor faster than a regular listing process.
 

In connection to listings of larger companies there if often a considerable trading taking place before the start of the official trading. Some large players are trading unofficially with each other based on expected allocation of shares. The extent and development of this pre-trading is affecting the level on which the official trading will start. In order to increase the transparency of the pre-trading the Exchange has created a specific segment called “When issued”, where this kind of pre-trading can be done in the trading system.

Trading in the “When issued” segment means that trading starts before all conditions for completion of the offer have been fulfilled. Normally this is a matter of three days after the end of the subscription period. The trading is therefore conditioned upon the fulfillment of all conditions for completion. If this does not happen the shares will not be delivered and payments will be returned.

Information that pre-trading is taking place should be stated in the listing prospectus. The prospectus should also contain information about under which conditions the offer can be withdrawn.

Since pre-trading contains a larger risk than ordinary trading the shares are traded in a separate segment and have in the trading system been marked with the prefix WI. The Exchange also requires that the company informs the Swedish Securities Dealers Association (SDA) that pre-trading will take place. The SDA then passes on the information to all of its members and encourage them to note the fact that the pre-trading is conditioned and that the offer may be withdrawn, on all statements of account.

In case of pre-trading a longer payment term is common, T+4 (instead of the usual T+3) and if this is the fact this must be apparent from the statement of account and prospectus.

All types of listings are comprised by the term “admitted to trading” in accordance to Chap. 15 Sec. 1 VPML. Also Chap 15 Sec. 2-4 have to be fulfilled in order for a financial instrument to be admitted to trading.

If a company requires financial instruments to be registered with the Exchange it must specifically request this in accordance with Chap. 15 Sec. 12 VPML. In this case the registration must fulfill the requirements set out in FFFS 2007:17.

The Exchange’s listing requirements could be said to cover both the statuary requirements for admission to trading and registrations since the Exchange has opted for more strict requirements for admission to trading than what follows by law.

According to Chap. 26 Sec. 4 VPML a party who is dissatisfied with the decision of a securities exchange denying an application for registration of a transferable security may commence proceedings against the securities exchange in a court of general jurisdiction within three months from the date of the decision. The aforesaid shall also apply to decisions of a securities exchange to delist or deregister financial instruments. Where proceedings are not commenced in such time, the right to bring proceedings is forfeited.

On the 11 January 2010 a new chapter 2.10 was introduced to the Rulebook. Chapter 2.10 is taking aim at newly founded investment companies with a clear investment policy, a sound spreading of risk, sufficient investment management competence and a board of directors which are able to act independently of any investment manager (“closed-ended investment funds”). The new section corresponds to a large extent with Chapter 15 in the UK Listing Authority’s listing rules regarding closed-ended investment funds. If chapter 2.10 is applicable, 2.3.5 and 2.3.6 is not applicable.

The new section can on request be applied to closed-ended investment funds which cannot meet the requirements of accounts and operating history in 2.3.5 and 2.3.6 but are willing to apply the additional listing requirements set out in chapter 2.10 in order to be eligible for listing. If a company applies for admission to trading by applying the requirements in chapter 2.10 it thus has to comply with both this section as well as the other relevant listing requirements at the time of admission to trading as well as continuously for as long it is listed.

The new section is not applicable to companies that do not specifically request it in the listing process. Neither is the section applicable to companies that are already listed. The rules of the new section do not affect the status that investment companies (Swe. investmentföretag) respectively investment funds (Swe. investeringsfonder) can establish according to the Income Tax Act (1999:1229) or the Investment Funds Act 2004:46).