Stockholm, August 28, 2009 — NASDAQ OMX Stockholm AB, part of the NASDAQ OMX
Group (NASDAQ:NDAQ) reports that the NASDAQ OMX Nordic and NASDAQ OMX Stockholm
Boards of Directors have approved implementation of revisions in its takeover
rules and listing requirements. The revisions will be effective October 1st
2009.
Take-over rule revisions
According to Swedish law, an exchange is obliged to have rules on takeovers
that fulfill the criteria set by the ‘European Directive on Takeover Bids'. The
self-regulatory body NBK (The Swedish Industry and Commerce Stock Exchange
Committee) has prepared a takeover rule proposal aligned with this directive.
The NASDAQ OMX Stockholm policy is to implement proposals put forward by NBK.
The final proposal on revised take-over rules was published by NBK in June
2009, following a consultation round in the spring. After review, the Boards of
Directors of NASDAQ OMX Nordic and NASDAQ OMX Stockholm have decided to
implement the proposal by NBK. The revised takeover rules include, among other
things, stricter demands on pre-announcements, fairness opinions and
withdrawal of bids, as well as new rules for price differences between A- and
B-shares. The latter amendment would allow for a difference in the pricing
between A- and B-shares only in very limited circumstances. The revised
takeover rules will be effective October 1st, 2009 and can be found in its
entirety on:
www.nasdaqomx.com/listingcenter/nordicmarket/rulesandregulations/stockholm/.
Listing requirement revisions
NASDAQ OMX Stockholm AB is revising its listing requirements in order to align
Swedish Corporate Governance practices with the rest of Europe. The European
practice is that Corporate Governance rules for listed companies are found in
the national Corporate Governance Code, and not in the listing requirements of
the individual exchange. This is also the structure that NASDAQ OMX has in
place for its marketplaces in Helsinki and Copenhagen. As the Swedish Corporate
Governance Code previously did not apply to all listed companies, rules
regarding Corporate Governance had to be regulated in the listing requirements
for NASDAQ OMX Stockholm. Following a revision effective July 1st 2008, the
Swedish Corporate Governance Code now applies to all companies listed on a
regulated Swedish exchange. Hence, following consultation with the Swedish
Corporate Governance Board, the Boards of Directors of NASDAQ OMX Nordic and
NASDAQ OMX Stockholm have decided to remove sections (2.4.3 - 2.4.5) in its
listing requirements relating to the demands on the set-up of the issuer's
Board of Directors, as this is now covered by the Swedish Corporate Governance
Code. The revised issuer rules will be effective October 1st, 2009 and can be
found in its entirety on:
www.nasdaqomx.com/listingcenter/nordicmarket/rulesandregulations/stockholm/.
About NASDAQ OMX
The NASDAQ OMX Group, Inc. is the world's largest exchange company. It delivers
trading, exchange technology and public company services across six continents,
with over 3,700 listed companies. NASDAQ OMX offers multiple capital raising
solutions to companies around the globe, including its U.S. listings market,
NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First North, and the U.S. 144A
sector. The company offers trading across multiple asset classes including
equities, derivatives, debt, commodities, structured products and
exchange-traded funds. NASDAQ OMX technology supports the operations of over 70
exchanges, clearing organizations and central securities depositories in more
than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic are not legal
entities but describe the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more
information about NASDAQ OMX, visit http://www.nasdaqomx.com.
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are made
under the Safe Harbor provisions of the Private Securities Litigation Reform
Act of 1995. These statements include, but are no limited to, statements about
NASDAQ OMX's products and offerings. We caution that these statements are not
guarantees of future performance. Actual results may differ materially from
those expressed or implied in the forward-looking statements. Forward-looking
statements involve a number of risks, uncertainties or other factors beyond
NASDAQ OMX's control. These factors include, but are not limited to factors
detailed in NASDAQ OMX's annual report on Form 10-K, and periodic reports filed
with the U.S. Securities and Exchange Commission. We undertake no obligation to
release any revisions to any forward-looking statements. There can be no
assurance that the FSA will give the NASDAQ OMX applicant the authorization and
permissions which it seeks.
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Media Contacts:
Anna Rasin
+46 8 405 66 12
anna.rasin@nasdaqomx.com
Carl Norell
+46 8 405 66 39
carl.norell@nasdaqomx.com
