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Finland

Amendments to the rules of Helsinki Exchanges

The Helsinki Exchanges have introduced amendments to their rules concerning, among other things, the listing of securities, disclosure requirements and the regulation of the surveillance list. The amended rules came into effect on September 1 2002. The amendments are largely based on practical experience and are intended to be in line with the amendments to the Securities Market Act. The amendments concerning the listing of securities and disclosure requirements were discussed in detail in an article in the International Briefings section of IFLR in June 2002. In addition to the amendments referred to above, a new "cent share" list will be introduced in December 2002.

The amended rules introduce the concept of a material change in a listed company and make it a new ground for a listed company to be transferred to the surveillance list. A material change (or reverse takeover) is at hand when the business or field of activities of a listed company changes as a result of a business acquisition or other corporate structuring with a counterparty that is not a listed company. The type of structuring encompassed includes any measures that will lead to a material change in the management, share capital, ownership or control of the listed company. Typically, this is a situation where a non-listed company acquires a smaller listed company and through that becomes a listed company.

As a result of a material change, a listed company will be transferred to the surveillance list, unless a prospectus containing the same information of the new entity as would be required in regular listing particulars is prepared and published. The company must formally apply for removal from the surveillance list and a statement by the lead manager of the company's share offering (relating to the corporate structuring in question) must be included in this application. The general aim of the surveillance list is to focus the investors' attention on a specific exceptional matter concerning a listed company or a security.

The new cent share list to be introduced in December 2002, will include companies whose shares have a trading price below €0.10 for at least three calendar months. The purpose of creating a cent share list is to focus investors' attention on the unusual price formation of these shares. The price formation of cent shares is typically less reliable and the possibility for price fluctuation is greater than in shares with a higher value. Trading in cent shares will take place in the same manner as trading in other shares.

Trading in weather derivatives introduced at Helsinki Exchanges

The Helsinki Exchanges have introduced trading in weather derivatives as of August 30 2002. Trading in weather derivatives offers investors the possibility of hedging their position against unfavourable weather conditions. The underlying variable of the weather derivative can be, for example, temperature, rainfall, wind speed or sunshine. The weather derivatives to be traded on the Helsinki Exchanges are based on an index derived from daily average temperatures measured at the Helsinki-Vantaa airport weather station and the weather data is delivered by the Finnish Meteorological Institute.

Dimitrios Himonas

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