#24-89 Notification of amendments to the rulebook for Nordic SME
Nordic Growth Market NGM AB (“NGM”) has conducted a review of the rulebook for Nordic SME (the “Rulebook”), resulting in the below amendments. A clean version as well as a mark-up of the new rulebook has been uploaded to NGM’s website and will come into effect on October 16, 2024.
Section 1 and 2 (listing and delisting requirements)
Clause 2.2.6 amendment: Clarification that share-related securities do not need to be submitted for listing if such securities are not intended to be publicly traded, e.g., warrants in an incentive program limited to key employees or the board of directors. Previous version of the clause could be interpreted as requiring all share-related securities to be listed, even if they are held by only a few investors and are not intended to be traded.
New clause 2.2.14: A new listing rule introduced requiring sanction screening of the company, its Board of Directors, senior leadership, and major shareholders (>10% of the shares and votes) to ensure compliance with applicable international sanctions.
Deletion of clause 3.3.4: Rule 3.3.4 specified that the authority to decide on delisting due to formal circumstances, such as bankruptcies, resided with the Listing Committee at NGM. With the deletion of this clause, the authority now lies with NGM as an organization. For the avoidance of doubt, the Disciplinary Court remains the sole authority for deciding on any delisting due to the company violating the Rulebook, generally accepted good practice in the securities market, or other applicable regulations.
Section 4 (disclosure rules)
Clause 4.1.2 amendment: Listed companies have been permitted to publish information in English (previously only Swedish was allowed), facilitating broader access for international investors and market participants.
Clauses 4.1.5 and 4.2.3 amendments: It has been clarified that press releases announcing financial reports must always include the full report as an attachment. Additionally, the company is required to publish the audit report together with the annual report, ensuring transparency and compliance with reporting standards.
Clause 4.2.14 amendment: A new requirement has been introduced stating that if NGM decides to delist the company’s shares, the company must immediately inform the market about this decision. Consequently, both NGM and the company will inform the market about such decision.
New clauses 4.2.20 and 4.3.4: New rules have been introduced, requiring the issuer to inform the market and NGM if it becomes aware that its shares are intended to be listed on a different trading venue. Such secondary listings generally impact the liquidity of the company's share, making the information regarding secondary listings crucial for shareholders and investors.
New clause 4.3.5: This rule requires companies to promptly notify NGM if it has decided to apply for delisting of its shares. The company is also, as stipulated in clause 4.2.14, required to issue a press release to inform the market about such a decision.
Section 5 (sanctions)
Clause 5 amendment: The maximum sanction fees that can be imposed by the Disciplinary Court due to rule violations by the company, have been increased to SEK 5 million, up from the previous SEK 1 million. Also, a possibility of combining delisting and a fine has been introduced. The purpose of the amendments is to enhance the deterrent effect of penalties for violations and ensure greater compliance with the Rulebook.
Other clarifications and minor adjustments
All references to the Listing Committee as the decision-making body for new listings have been removed and minor amendments to certain rules have been made to remove redundant wording.
The guidance texts have been updated globally to increase clarity and correct spelling errors, include references to the latest rules published by the Swedish Corporate Governance Board, and relevant rulings from the Swedish Securities Council.
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For more information about this Market Notice, please contact us by e-mail, marketsurveillance@ngm.se or telephone, +46 8 566 390 55.
NGM Market Notice Pressroom