Disclaimer and disclosures
This document provides additional disclosures and disclaimers relevant to research reports and other investment recommendations issued by Arctic Securities AS (“Arctic”), according to the Securities Trading Act Section 3-10 with further regulations.
Arctic’s business in general, as well as the reports it prepares, is subject to supervision by the Norwegian Financial Supervisory Authority (No: “Finanstilsynet”). Arctic aims always to operate in compliance with appropriate business principles, including Business Standard No. 3 of 6 September 2005 of the Norwegian Securities Dealers Association (No: “Verdipapirforetakenes Forbund”), regarding handling of conflicts of interests and the content of reports produced by investment companies and other relevant standards.
Authors’ independence/Analyst certification
Arctic has no agreements with issuers with respect to dissemination of recommendations. Arctic confirms that our analysts have not been, nor are or will be, receiving direct or indirect compensation in exchange for expressing any of the views or the specific recommendation contained in our reports, and confirm that none of the compensation of our analysts was, is or will be, directly or indirectly, related to the specific recommendations or views expressed in our reports. The analysts of Arctic's research department are not employed by the companies they cover, nor do they hold any board positions in such companies. The analysts of Arctic’s research department are eligible to remuneration from Arctic’s general bonus scheme.
Basis and methods for assessment
Recommendations in respect of shares, bonds and related instruments are based on estimates using various standard valuation methods. These methods include analysis of earnings multiples, discounted cash flow calculations, net asset value assessments, credit figures, peer valuation, recovery valuation and qualitative assessment of credit profiles.
Recommendation structure equity
Arctic’s research department operates with 3 recommendation categories for shares based on the expected relative return within 6 to 12 months:
The return is estimated to be considerably in excess of the applicable sector/market index return.
The return is estimated to be more or less in line with the applicable sector/market index return.
The return is estimated to be considerably less than the applicable sector/market index return.
Recommendation structure bonds
Arctic’s research department uses 3 recommendation categories for bonds based on the expected relative return within 6 to 12 months:
Outperform The bond is currently trading at a wider credit spread than the applicable credit index for the relevant rating category.
Market perform The bond is currently trading at a credit spread in line with the applicable credit index for the relevant rating category.
Underperform The bond is currently trading at a tighter credit spread than the applicable credit index for the relevant rating category.
Risk of investment - general
There is risk attached to all investments in financial instruments. The opinions in our reports are based on numerous assumptions. Different assumptions could result in materially different results. Furthermore, the assumptions may not be realized. The reports do not provide individually tailored investment advice and all recipients of the reports are advised to seek the advice of a financial advisor before deciding on an investment or an investment strategy.
Prevention and avoidance of conflicts of interests
Arctic’s research department is separated from the corporate finance department in order to control the flow of information. All employees of Arctic are subject to duty of confidentiality towards clients and with respect to handling inside information.
Investment services provided to the issuers
Please click here for a list of companies, to which Arctic has provided investment banking services the last 12 months. Arctic has received compensation for investment banking services from the companies on the list in the previous 12 months. Please note that Arctic may have received assignments, that are not publicly known and that due to professional secrecy we are currently obliged not to reveal.
Ownership of shares or bonds
Arctic may alone, or together with its affiliates or subsidiaries, hold a net short or long position exceeding 0.5 % of the total issued share capital of a company on which it issues research. Arctic may have holdings in the companies as a result of proprietary trading, market making operations and/or underlying shares as a result of derivatives trading. Arctic may buy or sell such shares both for its own account as a principal or as an agent. Please click here for a complete list of such share holdings and a complete list of shares and bonds held by the Arctic analyst(s) covering the company.
Statistics on recommendations
Please contact us to receive quarterly statistics on the overall ratio of “Buy”, “Hold” and “Sell” or "Outperform", Market perform" and "Underperform" in Arctic’s recommendations in financial instruments, including a split with respect to issuers where Arctic has provided investment banking services the previous 12 months.
Please find a list of all research linked to financial instruments or issuers that Arctic has prepared during the past 12 months here.
There is no fixed schedule for updating. However, Arctic aims to update its recommendation on a company when:
- The price target is achieved/large change in credit spread,
- New accounting figures are released, or
- Any material news on a company or its industry is released
Limitation of liability
Our reports do not constitute or form any part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities; nor shall they or any part of them form the basis of or be relied on in connection with any contract or commitment whatsoever.
Our reports are based on publicly available information only. Arctic may present a draft of a company report to the relevant company prior to publication in order to ensure a correct factual basis. All information, including statements of fact, contained in the reports has been obtained and compiled in good faith from sources believed to be reliable. However, no representation or warranty, expressed or implied, is made by Arctic with respect to the completeness or accuracy of its contents, and it is not to be relied upon as authoritative and should not be regarded as a substitute for the exercise of a reasoned and independent judgement by you. Arctic accepts no liability whatsoever for any direct or consequential loss arising from the use of the reports or their content.
Jurisdiction, reproduction etc.
Our reports are governed by and to be construed solely in accordance with Norwegian law. They may not be reproduced, redistributed or republished by any recipient for any purpose or to any person. If you are not a client of Arctic, you are not entitled to receive the research reports.
Distribution in the United States
Arctic Securities LLC takes responsibility for the research reports. Research reports are prepared by Arctic for information purposes only. Arctic and its employees are not subject to the Financial Industry Regulatory Authority's ("FINRA's") research analyst conflict rules. Arctic research reports are intended for distribution in the United States solely to "major U.S. institutional investors" as defined in Rule 15a-6 under the United States Securities Exchange Act of 1934, as amended. Each major U.S. institutional investor that receives a copy of an Arctic research report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. Any U.S. person receiving the research reports that desires to effect transactions in any securities discussed within the reports should call or write Arctic Securities LLC, an affiliate of Arctic, at 212-597-5541, One Rockefeller Plaza, Suite 1706 N.Y., N.Y. 10020. Arctic Securities LLC is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the FINRA and the Securities Investor Protection Corporation.
Our research reports do not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. Financial statements included in the report, if any, may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult to compel a non-U.S. company and its affiliates to subject themselves to U.S. laws or the jurisdiction of U.S. courts.
Prices and all other information in our research reports are believed to be reliable as of the date on which this report was issued. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained in our research reports, except with respect to information concerning Arctic, its subsidiaries and affiliates, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in the report. Arctic is under no obligation to update or keep current the information contained in our research reports.
For debt research reports please note:
Debt research reports are intended for institutional investors and are not subject to all of the independence and disclosure standards applicable to debt research reports prepared for retail investors. Debt research reports may not be independent of Arctic’s proprietary interests. Arctic trades the securities covered in debt research reports for its own account and on a discretionary basis on behalf of certain clients. Such trading interests may be contrary to the recommendation(s) offered in the report.
Distribution in Brazil
Arctic is represented in Brazil through its representative office Arctic Brasil Escritório de RepresentaÇÃo Ltda. Arctic is not registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, the CVM). The securities discussed in our reports have not been and will not be publicly issued, placed, distributed, offered or negotiated in the Brazilian capital markets and, as a result, have not been and will not be registered with the CVM. Therefore, Arctic represents, warrants and agrees that it has not offered or sold, and will not offer or sell the securities in Brazil, except in circumstances which do not constitute a public offer, placement, distribution or negotiation of securities under the Brazilian capital markets regulation.
Distribution in Canada
This report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence. Under no circumstances is this report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made in accordance with applicable Canadian law and under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.
Distribution in Switzerland
Arctic Securities AS is represented in Switzerland through its representative office Arctic Securities AG, having its registered seat in Zurich and being licensed by the Swiss Financial Markets Supervisory Authority ("FINMA").
Our reports and the information provided therein are solely an advertisement within the meaning of Article 68 of the Swiss Financial Services Act and its implementing ordinance, and do not constitute an investment advice (i.e. a provision of personal recommendations on transactions with financial instruments), and they do not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction.
Our reports and the information provided therein are not intended to constitute, and do not constitute, an offer to the public or solicitation to purchase or invest in the securities discussed therein. The securities discussed therein have not been and will not be publicly offered, sold or marketed, directly or indirectly, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), except under the following exemptions under the FinSA: (i) to any investor that qualifies as a professional client within the meaning of the FinSA, or (ii) in any other circumstances falling within Article 36 of the FinSA, provided, in each case, that no such offer of securities referred to in (i) through (ii) above shall require the publication of a prospectus for offers of securities pursuant to the FinSA. The securities discussed in our reports have not been and will not be admitted to trading on any trading venue in Switzerland.
Neither our reports nor any other marketing or offering material relating to the securities discussed therein constitute a prospectus within the meaning of the FinSA, and have not been, and will not be, filed with, or reviewed or approved by, a Swiss review authority, and do not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither our reports nor any other offering or marketing material relating to the securities discussed therein may be distributed or otherwise made available in Switzerland in a manner which would require the publication of a prospectus in Switzerland pursuant to the FinSA.