Any action by a Swedish limited company that has issued shares admitted to trading on a regulated market in Sweden or which are traded on the Nasdaq First North, Nordic MTF or Spotlight Stock Market trading platforms, or any action by a shareholder in such a company which concerns or may be of relevance to a share in such a company, may be subject to assessment by the Swedish Securities Council. The same applies to foreign limited companies whose shares or depository receipts are admitted to trading on a regulated market in Sweden or traded on any of the above trading platforms, to the extent that the action is to be assessed according to Swedish regulations.
At present, there are two regulated markets for shares in Sweden; Nasdaq Stockholm's main market and NGM Equity.
Companies that have carried out actions with the purpose of their shares being admitted to trading on a regulated market or traded on any of the above trading platforms are regarded as equivalent to companies trading on these marketplaces.
Finansinspektionen, the Swedish Financial Supervisory Authority, has delegated to the Council the tasks referred to in Chapter 7, Section 10 of the Takeovers Act 2006. This means that, with regard to the regulated markets, the Council is to issue rulings on the following matters covered by the Act:
a) Extension of the deadline for preparation and application for approval of an offer document (Chapter 2, Section 3, second paragraph)
b) Whether a mandatory bid must be submitted by a party related to the offeror (Chapter 3, Section 4)
(c) Notification of whether a mandatory bid is required in accordance with the provisions of Chapter 3 of the Act, (Chapter 7, Section 4)
(d) Statements on whether an action is in breach of the provisions on defensive measures listed in Chapter 5 of the Act, (Chapter 7, Section 4)
e) Exemptions from the provisions on mandatory bids (Chapter 7, Section 5)
f) Exemptions from the provisions on defensive measures (Chapter 7, Section 5)
Nasdaq Stockholm and NGM have delegated to the Swedish Securities Council the right to interpret and rule on exemptions from the provisions of the respective marketplaces’ Takeover Rules, (commonly referred to as the Takeover Code), and how these rules are to be interpreted. The Council has a corresponding role under the Swedish Corporate Governance Board’s Takeover Rules for Certain Trading Platforms.