Sweden
| Jurisdiction | United Kingdom |
| Pages | 1074-1117 |
| Author | Raj Panasar,Philip Boeckman |
21
Sweden1
21.1 Jurisdiction O verview 21.01
21.1.1 Swedish listings 21.01
21.1.2 e Swedish Financial
Supervisory Authority 21.05
21.1.3 Nasdaq Stockholm 21.07
21.1.4 NGM Stock Exchange 21.21
21.1.5 Spotlight 21.25
21.1.6 Legislative overview 21.27
21.1.7 Eligibility for listing on the
Main Market 21.43
21.1.8 Eligibility for listing on other
Swedish listing venues 21.63
21.2 Listing Securities in Practice 21.67
21.2.1 Applicable law 21.67
21.2.2 Requirement for a
prospectus 21.71
21.2.3 Prospectus content 21.74
21.2.4 e advertisement regime 21.81
21.2.5 Supplementary prospectuses 21.84
21.2.6 e SFSA approval process 21.87
21.2.7 Language requirements 21.94
21.3 Continuing Obligations 21.95
21.3.1 Applicable law 21.95
21.3.2 Disclosure and control of
inside information 21.101
21.3.3 Certain other disclosure
requirements 21.117
21.3.4 Obligation to maintain insider
lists 21.121
21.3.5 Disclosure of transactions by
PDMRs 21.123
21.3.6 Ban on transactions prior to
the publishing of interim
reports etc. 21.125
21.3.7 Periodic nancial reporting 21.127
21.3.8 Major shareholding
notications 21.134
21.3.9 Penalties 21.145
21.3.10 e Swedish Corporate
Governance Code 21.147
21.3.11 Takeover regulation 21.164
21.3.12 Market abuse 21.188
21.1 JurisdictionOverview
21.1.1 Swedishlistings
Sweden oers a range of listing alternatives and venues. e largest and most frequently ac-
cessed market in Sweden is Nasdaq Nordic,2 which combines the benets of a large global
marketplace with a local presence, serving as a central gateway for international investors to
the Nordic and Baltic nancial markets.
Companies that achieve and maintain a listing on the main market of Nasdaq Nordic (the
‘Main Market’) will have their shares quoted in the Main Market list.3 Inclusion in the Main
Market list, which is open to both Swedish and overseas companies, is dependent on appli-
cants meeting a scheme of eligibility criteria, including a minimum market capitalization of
at least €1million.
1 is article has been written by Emil Boström, partner at Mannheimer Swartling Advokatbyrå, with assistance
from associates Victor Sellin Karlsson, Elin Nygren, and Isabel Frick.
2 e Nasdaq Nordic consists of four local stock exchanges in Copenhagen, Stockholm, Helsinki and Iceland.
e four exchanges are separate legal entities in dierent jurisdictions but have, since 1 May 2020, a harmonized
rulebook with national supplements, the Nordic Main Market Rulebook for Issuers of Shares.
3 e Main Market list is divided into three principal segments:Large Cap, Mid Cap, and Small Cap. e seg-
ment a company’s shares are placed in depends on the size of the company’s market capitalization.
21.01
21.02
1075
e Main Market is the most well- reputed marketplace in Sweden and a Main Market listing
generally serves to enhance a company’s public prole. Aslot on the Main Marketalso en-
sures a level of liquidity in a company’s securities as many institutional investors, such as
pension funds, are required to invest a portion of their funds into companies listed on the
Main Market on the basis that investments in Main Market companies are deemed to be less
risky than investments in unquoted companies.
Alisting of shares on the Main Market is only one of several categories of listing in Sweden.
Companies targeting the Swedish market can also list their securities on Nasdaq First North
Growth Market (‘First North’), NGM Equity, Nordic MTF, and Spotlight.4 is Chapter will
focus on Nasdaq Nordic as the largest of Sweden’s listing venues.
21.1.2 e Swedish Financial SupervisoryAuthority
e Swedish Financial Supervisory Authority (the ‘SFSA’) is Sweden’s competent authority
for the purposes of MiFID II5 and operates in four main areas:supervision, regulation, per-
mits/ licences and applications. One of the SFSA’s key roles is to supervise and monitor com-
panies operating in the Swedish nancial markets. In doing so, it aims to contribute to the
stability and eciency of the nancial sector and to promote investor protection. e SFSA
is also authorized to issue regulations and guidelines relating to the Swedish nancial mar-
kets. Companies oering nancial services in Sweden require permits/ licences issued by
the SFSA.
All prospectuses prepared in conjunction with listings on a regulated market in Sweden
must be approved by the SFSA, when Sweden is the relevant home member state. In the
prospectus vetting process, the company’s advisers are likely to have extensive contact with
representatives of the SFSA and, accordingly, maintaining a good working relationship can
be an important factor in the success of a securities oering.
21.1.3 NasdaqStockholm
21.1.3.1 General
NASDAQ OMX was created by way of an acquisition by NASDAQ of OMX, completed in
early 2008. In 2014, NASDAQ OMX Group Inc was renamed Nasdaq, Inc. Nasdaq, Inc is
listed on Nasdaq Stock Market. Nasdaq Stockholm AB (‘Nasdaq Stockholm’) is a subsidiary
of Nasdaq, Inc.
Nasdaq Stockholm’s role includes admitting securities to trading and monitoring issuers’
compliance with continuing disclosure obligations. Nasdaq runs two principal markets for
shares in the Nordic region:Nasdaq Nordic, which is the Main Market, and First North,
4 See Sections 21.1.3, 21.1.4, and 21.1.5.
5 Chapter1, section 4 b of the Securities Market Act (2007:528). e Swedish Companies Registration Oce is
regarded as the ‘competent authority’ in respect of registration of tied agents. Chapter6, section1 of the Securities
Market Act.
21.03
21.04
21.05
21.06
21.07
21.08
1076
which is the growth market. In addition, Nasdaq Nordic oers listing and trading services
for bonds, exchange- traded funds, and certain other exchange- traded products.
21.1.3.2 e MainMarket
e Main Market of Nasdaq Nordic is the agship market in the Nordic region and is in-
tended principally for well- established companies. e Main Market is an EU regulated
market and, accordingly, its listing requirements are based on the applicable European
standards. e regulatory demands of a listing on the Main Market are higher than on First
North; hence there is a high stamp of quality connected to such a listing.
Abroad range of investors operate on the Main Market— from international to local in-
vestors, as well as retail and professional investors— enjoying the enhanced exposure that
such a listing brings.
All companies admitted to the Main Market must comply with the admission requirements
and the disclosure rules, as set out in the Nordic Main Market Rulebook for Issuers of Shares
(‘Rulebook for Issuers’).
As of 31 December 2019, 610 companies were listed on the Main Market, representing an ag-
gregate market cap of approximately €1,569.6 billion (SEK 16,551.0 billion).6 338 companies
were related to Nasdaq Stockholm’s part of the Main Market, representing a total market cap
of approximately €908.0 billion (SEK 9,577.8 billion).
21.1.3.3 FirstNorth
First North, a multilateral trading facility (‘MTF’) under EU legislation, is an alternative to
the Main Market, with lighter requirements and rules. Acompany can join First North re-
gardless of its country of origin or industry sector. First North normally suits small, young or
growth companies and is oen the rst step towards the Main Market.7
On 1 September 2019, the equity segment of First North transitioned to the EU’s SME
Growth Market status. SME Growth Markets represent a new subcategory of MTFs intro-
duced by MiFID II, and aim to facilitate access to capital for small and medium- sized enter-
prises (‘SMEs’).
First North is an exchange- regulated market supervised by the exchange and certied ad-
visers (see Section 21.1.8.1). e regulatory requirements that apply to companies listed
on First North are lighter than those that apply to companies listed on a regulated market.
Notable regulatory concessions in connection with a First North listing include the absence
of requirements for (i)operating history; (ii)documented protability or sucient nancial
resources; (iii) minimum market value; and (iv) compliance with the Swedish Corporate
Governance Code. Furthermore, provided the securities for which admission to First North
is sought are not simultaneously oered to the public, an applicant for a First North listing
will not be required to publish a prospectus.8
6 e value includes the exchanges in Stockholm, Helsinki, Copenhagen, and Iceland.
7 First North infrastructure is based on the same trading and settlement systems as the Main Market.
8 As discussed in Sect ion 21.2.2.1, the obligation to publish a prospectus applies to companies in two circum-
stances:(i) where a company oers its securities to the public; and (ii) where a company makes an application for
admission to trading on a regulated market. Since First North is not a regulated market, the obligation to publish a
prospectus will not apply unless there is an oer to the public.
21.09
21.10
21.11
21.12
21.13
21.14
21.15
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