Stock Exchange Appeals Committee - Case 1/2015 - Ruling on EVRY ASA Delisting Appeal

Sep 24, 2026

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Ruling issued on 24 August 2015 on EVRY ASA’s appeal against Oslo Børs ASA’s refusal of EVRY’s application to be delisted from Oslo Børs. The decision covers the appeal’s subject, the Stock Exchange Appeals Committee composition, and the legal and procedural background. It explains EVRY’s listing history, the 2015 acquisition by Lyngen, the general meeting vote limitations, shareholder positions for and against delisting, and EVRY’s stated grounds including ownership concentration, liquidity concerns, and reduced capital-markets relevance.

LanguageEnglish

CategoryResearch & Report

FormatPDF

Pages24

Reading Time1 h 0 min

AccessFree to download

The appeal subject and committee composition

About EVRY

Background to the case

Delisting vote and shareholder positions

Grounds for delisting application

Correspondence from shareholders and Aksjonærforeningen

STOCK EXCHANGE APPEALS COMMITTEE – CASE 1/2015 Ruling issued on 24 August 2015 on an appeal by EVRY ASA against a decision by Oslo Børs ASA to refuse EVRY ASA’s application for delisting from Oslo Børs on the basis of Section 25 of the Stock Exchange Act, cf. Section 15.1, fourth paragraph, of the Continuing Obligations of Stock Exchange Listed Companies. 1. The subject of the appeal and the composition of the Stock Exchange Appeals Committee for the consideration of the appeal Oslo Børs ASA (“Oslo Børs” or the “Stock Exchange”) adopted its decision on the case on 15 June 2015 with the following conclusion: The application made by EVRY ASA for the company’s shares to be removed from listing is refused. EVRY ASA (“EVRY” or the “Company”) appealed the decision in a letter dated 29 June 2015. The appeal was submitted by the requisite deadline. Oslo Børs did not find there to be sufficient grounds for its earlier decision to be changed. The case was therefore referred to the Stock Exchange Appeals Committee for consideration in a letter dated 27 July 2015, cf. Section 37, sixth paragraph, of the Stock Exchange Regulations, and Section 33, fourth paragraph, of the Public Administration Act. The Stock Exchange Appeals Committee held a meeting to consider the case. The members of the committee present at the meeting were Liv Gjølstad (Chair), Espen Klitzing, Christian Lund, Andre Michaelsen and Bernt Zakariassen. 2. About the Company EVRY has been listed on Oslo Børs since 1999. The Company is not listed on another marketplace. EVRY is one of the leading IT groups in the Nordic region. EVRY’s head office is in Oslo, and the Company has around 10,000 employees and reports annual turnover approaching NOK 13 billion. 3. Background to the case EVRY was the subject of an acquisition in the first six months of 2015. Lyngen Bidco AS (“Lyngen”) put forward a voluntary offer in December 2014. Lyngen is owned by Apax, a leading private equity company. As a result of the voluntary offer, Lyngen acquired approximately 88% of the shares in EVRY in mid-March 2015. Lyngen then made a mandatory offer. The offer period expired at the start of May 2015. A proportionately small number of shares were acquired as a result of the mandatory offer. An extraordinary general meeting of the Company was held on 23 March 2015 at which oneof the resolutions that was passed was that the Company should apply for delisting from Oslo Børs. More information on the extraordinary general meeting of 23 March 2015: As a consequence of the restriction set out in Section 6-8, fifth paragraph, of the Securities Trading Act, Lyngen was only able to use the votes associated with one third of the total shares in the Company at the general meeting on 23 March 2015. Such a mandatory offer was put forward by Lyngen on 27 March 2015. 37.76% of the voting capital was represented at the extraordinary general meeting, and Lyngen was able to vote for only 33.33% of the voting capital. The following shareholders voted for delisting: • Lyngen Bidco AS (89,112,993 shares) • Klas Forslund (1,527 shares) • Arvid Hefte (88 shares) • Dariush Massoumi (785 shares) The following shareholders voted against the proposal to apply for delisting: • Polygon European Equity Opportunity (7,711,296 shares) • Blackwell Partners (4,105,807 shares) The Company has explained that the proportion of votes in favour of delisting would have been 95.21% if Lyngen had been able to use the votes associated with all its shares. Application for delisting In its application for delisting of 21 May 2015, the Company put forward the following matters as the principal grounds in favour of its application: - The Company is no longer suitable for listing. - The Company has one large shareholder that owns 88% of the shares and voting rights. There is no prospect of the spread of ownership increasing. - The general meeting resolved to apply for delisting. Only two sh

FAQs

What was EVRY ASA appealing, and what was the ruling date?

EVRY ASA appealed Oslo Børs ASA’s decision to refuse EVRY’s application for delisting from Oslo Børs. The ruling was issued on 24 August 2015.

How did Lyngen’s acquisition affect EVRY’s delisting process?

Lyngen made a voluntary offer in December 2014, acquired about 88% of EVRY shares in mid-March 2015, and then made a mandatory offer. As a result, Lyngen held a dominant shareholding and voting position, which influenced the delisting voting outcome.

What grounds did EVRY use to support its delisting application?

EVRY argued it was no longer suitable for listing due to concentrated ownership, lack of need or intention to use listing for capital access, limited share liquidity, minimal analyst coverage, limited interest in capital markets, and the shareholders’ opportunity to exit through the voluntary and mandatory offers.

Sep 24, 2026

Upload by Eliana