- Method
- where each document lives, what the venue requires, and what it does not require.
- No figures
- no holdings, no share counts, no conversion prices, no claim balances. Every number on this site is loaded live and dated at the point it is shown.
- Venue name
- the venue is NGM Growth Market, formerly Nordic SME. Both names remain in circulation, including inside the exchange's own published decisions, so a search on either name will return live material.
Section 1The venue, and why it asks less
Nordic Growth Market NGM AB is a Stockholm exchange operator running several venues. The one that matters here is NGM Growth Market, an SME growth market in the MiFID II sense, which is a subcategory of multilateral trading facility. The rulebook says so in its own introduction: the venue is a growth market for small and medium sized enterprises, for which the legislator has implemented certain alleviations that generally do not apply on an ordinary multilateral trading facility or on a regulated market.
That sentence is the whole page in miniature. The venue exists because it asks less.
What that means against the main market
Nasdaq Stockholm's main market is a regulated market. NGM Growth Market is not. The distinction is not prestige. It is a legal switch that turns whole statutes on and off.
| Obligation | Regulated market | SME growth market |
|---|---|---|
| Inside information disclosure, MAR Art. 17 | Applies | Applies |
| Managerial transaction notices, MAR Art. 19 | Applies | Applies |
| Statutory major-holder flagging | Applies | Does not apply. See Section 8 |
| Statutory monthly publication of total shares and votes | Applies | Does not apply. See Section 4 |
| Mandatory quarterly reporting | Per exchange rules | No. Half-year is the floor |
| Swedish Corporate Governance Code | Applies | Does not apply |
| Takeover rules | Applies | Applies, in the trading-platform form |
| Mentor requirement | No | Yes, for the first years after listing |
The two rows in bold are where a per-share reader loses the most. Flagging is the famous one. The monthly share-count publication is the one that costs more and that almost nobody notices is gone.
The Mentor, and the disciplinary feed
A company listing here must engage an exchange approved Mentor to assist with its disclosure obligations for a stated period from first trading day, and may not go long without one. The rulebook is emphatic that the Mentor absorbs none of the company's responsibility. For a reader the Mentor is a location rather than a comfort: the engagement and any termination must be published, and the Mentor's identity must sit on the company website. A Mentor change inside the required window is worth noticing.
The exchange also runs a Disciplinary Committee, independent of it, which can fine a company or, for serious violations, delist. Decisions publish as market notices through a newswire. This is a research surface and it is under-used: a disciplinary decision names precisely which rule was broken and why, in a document written by people who had the company's own explanation in front of them.
Section 2The document family
Swedish terms glossed as they appear in the wild. What each is, where it publishes, what it is good for.
pressmeddelande, the press release
The disclosure vehicle. It carries inside information, plus a list of things the rulebook requires disclosed whether or not they are inside information. The list is long and this is not all of it: financial reports, auditor changes, forecasts and forward-looking statements, general meetings, new issues, board and management changes, share-related incentive schemes, related-party transactions, purchases and sales of companies, significant changes, listing and delisting decisions, liquidity provider arrangements, Mentor arrangements, and trading on other trading venues.
It publishes on the company website, which must keep it available for years, and on the distributor's feed. This is the primary spine.
bolagsordning, the articles of association
The constitutional document, registered with Bolagsverket and amendable only by a general meeting on a supermajority of both votes cast and shares represented. The rulebook requires the current articles on the company website, and proposed amendments appear as annexes to the meeting notice.
Good for the share span covered in Section 4, the fiscal year, the board size range, and the corporate purpose clause. Watch the purpose clause in particular: it is where a treasury pivot stops being strategy and becomes constitutional.
bemyndigande, the issuance mandate
An authorisation from the meeting to the board to resolve on share issues on one or more occasions, typically until the next annual meeting, with or without deviation from preferential rights.
It appears in three documents, and the third is the one that matters: proposed in the meeting notice, resolved in the meeting communiqué, and exercised in a separate press release. The rulebook is explicit on that last step. A mandate is capacity. Only the exercise release is dilution.
The periodic reports, and where the thinness is sharpest
| Document | What it is | Status |
|---|---|---|
bokslutskommuniké | Year-end report, unaudited annual figures. | Mandatory, on a stated deadline after period end. |
årsredovisning | Annual report, with the audit report. | Mandatory, by the company-law deadline. |
halvårsrapport | Half-yearly report. | Mandatory, on the same deadline shape. |
delårsrapport | Interim report. | Voluntary. If published it must meet the half-yearly content bar, and if it does not it may not be called an interim report. |
Two mandatory reporting events a year, plus the annual report. Not four. A company here that publishes quarterly is exceeding the floor voluntarily, and it can stop without breaking a rule.
The content requirements are worth knowing precisely, because two of them are what a capital-structure reader needs. The mandatory report must carry summary statements with prior-period comparatives, earnings per share before and after exercise of outstanding convertibles and warrants where exercise would change earnings significantly, and the number of outstanding shares at period end and the average for the period, again before and after exercise where exercise would significantly increase the count.
kallelse and stämmokommuniké, notice and communiqué
The notice convening a general meeting, and the summary of resolutions after it. Both go out by press release, and the notice is usually also published in the Official Gazette per the articles. The notice is disproportionately valuable here, for the reason set out in Section 4. Read it in full, every time. And read the communiqué afterwards, because a notice is a proposal, not a resolution.
insynshandel, managerial transactions
Notifications of transactions by persons discharging managerial responsibilities and persons closely associated with them. These do reach this venue, because the market abuse regime applies to instruments admitted to trading on a multilateral trading facility. They go to the financial supervisor's insider register and are frequently press released as well. Section 8 puts them to work.
Section 3Purchase announcements, and cadence as policy
A purchase release on this venue is short and its shape is stable. The recurring fields:
| Field | Reading note |
|---|---|
| Quantity acquired | In BTC, usually to two decimals. |
| Cumulative holdings after | The restatement point. This is what makes the series self-checking. |
| Average price and transaction value | Sometimes. Presence is inconsistent across a single issuer's run, so never assume the fields are there. |
| Funding attribution | Whether the coins came from convertible proceeds, share issue proceeds, or cash. Frequently present and materially useful. |
| Business boilerplate | Ignore, except that it dates the release against a company that may have pivoted. |
| Inside-information label | Present where the release carries inside information. |
Cadence is policy, not regulation
Nothing in the rulebook requires a treasury company to announce purchases at any frequency. The obligation is the inside-information one, which bites when a purchase is itself inside information. A company that announces every purchase is exceeding the floor and can stop exceeding it without breaking a rule.
That matters when a company has stated a cadence, for example a commitment to report executed transactions weekly. A stated cadence that lapses without a superseding statement is a citable observation about disclosure practice. Before writing anything of the kind, resolve the gap against the full distributor feed rather than the company website, because three very different things produce the same appearance: a real pause in accumulation, a stale website, and an incomplete release list on the reader's side.
Where cumulative holdings get restated
| # | Source | Standing |
|---|---|---|
| 1 | Mandatory half-year and year-end reports | Balance-sheet anchored, dated to a period end. Ground truth. |
| 2 | Purchase press releases | Company stated, dated to the transaction, unaudited. Each restates the running total, so the series chains and checks itself. |
| 3 | Website counter or dashboard | Convenient, undated, unreliable. Never source a holdings figure from a live counter. |
Section 4Share counts, and the span that is arithmetic
Swedish articles do not state an authorised share count the way a Delaware charter does. They state a range, and the range is generated by a statutory formula rather than by a judgment about how much headroom management wants.
The Companies Act requires that where the articles state a minimum and maximum share capital, the minimum may not be less than one quarter of the maximum. The same provision requires the ratio between minimum capital and lowest share count to equal the ratio between maximum capital and highest share count, which propagates the same cap to the share figures. Add one operational constraint, that the actual outstanding count must lie inside the span, and the minimum can be no higher than the shares outstanding.
Three consequences follow, and all three cut against the intuition a reader brings from a charter regime.
A wide span is not ambition and a narrow span is not restraint. A company that sets its minimum at the current outstanding count receives the maximum span automatically. That is the default, not a signal.
The span is informative only against outstanding. A maximum share count quoted on its own means nothing. The same maximum quoted against the current count tells you the room the board has, if a mandate lets it use that room.
A second, conditional articles amendment at the same meeting is a tell. It means the transaction being financed will push dilution past what one amendment can authorise. Two articles items on one agenda, the second conditional on a named transaction completing, is the statutory arithmetic showing through the corporate action. Look for it.
Reading a mandate
Mandates come in two shapes and the difference between them is instructive. A general mandate authorises issues over a period, usually to the next annual meeting, for stated purposes. A transaction-specific mandate authorises issues to named counterparties under a named agreement.
The clause to find in a general mandate is the cap. A mandate whose share number is expressly not limited other than by the articles has no cap of its own, which makes the articles span operationally binding rather than descriptive. A board so mandated can work the entire span without returning to shareholders.
Where the current outstanding count appears
This is the section the venue makes hard, and it is worth being blunt about why. On a regulated market, statute requires a company that changes its total shares or votes to publish the change on the last trading day of the month in which it happened. That is a monthly, statutory, machine readable share count, and it is the backbone of every European share-count series.
The statute confines that obligation to shares admitted to trading on a regulated market. This venue is not one, so the monthly publication does not happen here. The count comes from four places instead.
| # | Source | Standing |
|---|---|---|
| 1 | Half-year and year-end reports | Mandatory, dated to period end, with the period average and the after-dilution figure where material. Two authoritative points a year. The anchor. |
| 2 | The general meeting notice | There is no statutory duty to state total shares and votes in the notice on this venue, because that duty is itself confined to regulated markets. Where a company states them anyway, and many do, the figure is voluntary and carries the notice date. A hard, dated, primary figure falling at an arbitrary point in the year, which is what makes it useful for the gap between anchors. |
| 3 | Mandate exercise and issue outcome releases | The rulebook requires the requirements and conditions of the issue and its outcome, and the guidance adds the reasons, the anticipated injection of capital, the subscription price, related agreements and commitments, the timetable, and whether the issue is directed to a significant shareholder or a related party. Chain these between anchors. |
| 4 | The company's share information page | Convenient and undated. Frequently a script-loaded widget, which means a reader without scripting, or a scraper, gets a page that looks complete and is not. |
Fully diluted is conditional. The after-conversion figure is required in the mandatory reports only where exercise would significantly increase the count, which is a materiality judgment the company makes. On a live convertible programme it will normally be met, but it is not automatic, and its absence is not evidence that dilution is immaterial. Build the diluted count from the instrument terms in Section 5 rather than taking it from a headline.
Section 5Claims, and what silence does not prove
Debt and convertibles surface in four places, and a claims picture needs all four.
| Location | What it carries |
|---|---|
| The financing press release | The terms: principal, tranche structure, conversion price, maturity, security. The rulebook requires disclosure of new issues of share-related securities, expressly including convertibles and warrants, with reasons, terms, related agreements, timetable, and whether the issue is directed to a significant shareholder or a related party. |
| The mandatory report balance sheet | The outstanding balance. Only here. |
| Related-party disclosure | Where the counterparty is one, and the transaction is outside the ordinary course. |
| The listing obligation for share-related securities | Instruments must be listed except where issued to a small number of investors with no intention of public trading. Which side of that line an instrument fell on is itself informative. |
Two structural features recur on treasury names here and both change how a claim behaves. A tranche ladder can price conversion at a fixed premium to the preceding tranche rather than to spot, which is a rising conversion price schedule fixed in advance. And a conversion price set far above the traded price is a moneyness input that moves with the share price rather than with the instrument, which is a matter for the claims grading work rather than for the reading method.
What absence does and does not prove
What absence does prove. If an instrument would have been inside information, or would have fallen under one of the rulebook's enumerated disclosure occasions, then its absence from the record is either evidence it does not exist or a rule breach. Those are the only two options, and the second has a named consequence in the disciplinary machinery described in Section 1. That is a real constraint and a reader is entitled to weight it.
What absence does not prove.
| Mechanism | Why the record can be silent anyway |
|---|---|
| Lawful deferral | Disclosure may be deferred where immediate disclosure would prejudice legitimate interests, deferral is not likely to mislead, and confidentiality holds. The exchange is notified and the reasoning documented for the supervisor on request. None of that is public at the time. A live deferral is invisible by design. |
| Company-side materiality | Several obligations are qualified: unless the change is insignificant in scope, unless clearly immaterial, where exercise results in a significant increase. Each qualifier is a place a real instrument can lawfully not appear. |
| Ordinary-course financing | A facility, an overdraft, a supplier arrangement or a lease need not generate a release. The claims that matter are not all the claims that make headlines. |
| No periodic enumeration | Between the two mandatory reports there is no obligation to enumerate claims at all. |
Section 6The krona layer
Everything on this venue is denominated in kronor: the share price, the share capital, the quota value, the convertible principal, the conversion prices, the transaction values in purchase releases. The asset is denominated in bitcoin. Nothing in the disclosure regime bridges them.
Companies sometimes state a conversion basis and sometimes do not. When one is stated, use it and cite it. When one is not stated, you are choosing the rate, and the choice has to be disclosed as yours.
The two-dates trap
Two dates are always in play and they are almost never the same. The transaction date is when the coins were bought and the kronor were spent. The measurement date is the period end at which the balance sheet is struck, or the date the analysis is being run.
Converting a transaction-date figure at a measurement-date rate, or the reverse, silently embeds a currency move into what reads as a bitcoin number. Across a six month reporting gap that error has a long time to accumulate.
Three currencies are live at once: bitcoin as the asset, kronor as the reporting and claims currency, and dollars as the analytical currency and the currency the asset is quoted in. A krona denominated convertible against a bitcoin denominated asset is a fiat fixed claim, which is the case where the standard amplification predictor holds. A coin denominated claim behaves differently and needs the corrected static-claim predictor. Getting the denomination right is not bookkeeping. It decides which model applies.
One boundary worth stating, because it is settled: currency denomination is a non-scoring flag, not a downside factor. A krona denominated convertible gets the flag. It does not get a downside score for being in kronor. That holds fleet wide, with no venue exceptions.
Section 7The pricing trap
Everything else in this section is the argument for that rule. Shares on this venue commonly have quotes disseminated on three surfaces at once: the primary listing in kronor, a continental open-market secondary in euros, and a US over-the-counter mirror in dollars.
The rulebook anticipates exactly this. A company must disclose, as soon as it becomes aware, that trading in its shares is intended on a venue other than the primary one, naming the venue, the intended first trading day, and its own view on it. The guidance note is unusually direct: growth-company shares often have more sensitive liquidity than others, and trading on multiple venues without attracting new investors can fragment liquidity and reduce the conditions for fair and orderly trading. The obligation applies whether or not the company initiated the listing, and it applies expressly where the trading is over the counter.
That is the exchange telling you in its own rulebook that the mirror is a liquidity hazard, before anyone has mispriced anything.
Why the mirror corrupts
| Mechanism | Effect on a quoted price |
|---|---|
| No consolidated tape obligation | The mirror quote is not required to reflect the primary venue. There is no arbitrage-enforcing linkage, only what a market maker chooses to post. |
| Near-zero volume | A single small print sets the last price. That print can be days old and is not marked as such. |
| Stale-quote persistence | With no trades the displayed price does not move. A flat line across a week when the primary line moved is not stability. It is absence. |
| Currency embedded silently | Every mirror price is a primary-currency price through an unstated rate at an unstated time. Two vendors converting the same price at different moments produce two different prices, and neither discloses the rate. |
| Vendor inference | Vendors backfill, forward-fill and stitch. The result looks like a price series and is partly synthetic. |
| Corporate actions lag | Ratio changes, issuance and articles amendments reach the primary venue by regulation and the mirror whenever the vendor gets to it. |
What the disagreement looks like
Pull the same over-the-counter symbol from several vendors on the same day and the prices will not agree. The failure modes are legible once you know them: a close stamped at a time that is not the close, a history range selector offering a window that ends before the mirror listing began, a fifty-two week range spanning a multiple that no primary-venue series supports, and a company profile describing a predecessor entity's business years out of date.
Several prints spanning a multiple of each other on one instrument, none flagged as stale, is the entire argument. The reconciliation test is mechanical: take the primary venue close for the session, convert it at the rate for that session, and see which vendor prints land near it. The ones that do not are stale prints from a different regime of the share price, presented with no indication that they are.
What to do instead
| # | Rule |
|---|---|
| 1 | Source the price from the primary venue. For a specific session, the press-release page for that date often carries a price stamp, which is a convenient dated cross-check. |
| 2 | Keep the analysis in the reporting currency for as long as possible. Convert once, at the end, at a rate you name. |
| 3 | Where a dollar figure is required, compute it as the primary close times the rate for the same session, and state both inputs. |
| 4 | Treat the mirror symbol as an identifier, not a price. It is useful for telling a US reader what to search for. It is not a data source. |
| 5 | Never let a mirror price into a claims calculation, a panel, or an mNAV. Not as a check, not as a fallback. |
Section 8The flagging gap
Swedish major-holder flagging lives in the trading-in-financial-instruments act, in the chapter implementing the EU Transparency Directive. A holder must notify the company and the supervisor when a holding crosses one of a set of stated thresholds in either direction, within a few trading days, and the supervisor publishes the notification promptly afterwards.
The opening section of that chapter confines its operative provisions, sections 3 to 18, 20 and 21, to shares issued by a Swedish company admitted to trading on a regulated market. An SME growth market is a category of multilateral trading facility. Statutory flagging does not reach it.
Two consequences, and the second is the one people miss. There are no major-holder notifications, so a holder can move from a small stake to near control with no statutory notification obligation. And there is no monthly total-shares publication, because that obligation is expressly limited to the same companies, being those admitted to trading on a regulated market. For a per-share analyst the second is the more damaging.
What still reaches
The gap is real and it is not total. Four channels survive, and a reader should work all four.
| Channel | What it gives, and what it does not |
|---|---|
| Managerial transaction notices | The market abuse regime applies to instruments on a multilateral trading facility, so these continue. They cover insiders rather than outside holders, and transactions rather than levels, but they are dated, primary and free. |
| Takeover rules and the securities council | The takeover rules for trading platforms apply here and are in essential respects identical to the main-market rules. Mandatory-bid obligations, and exemptions from them, are adjudicated publicly. An exemption can put a hard, named, quantified ownership ceiling on the public record. |
| Meeting notices and proposals | Proposals are frequently attributed to shareholders representing more than a stated proportion, which puts a floor under identified blocks. And where a directed issue needs disinterested approval, the notice must quantify what the interested party ends up holding. |
| The company's own shareholder page | Voluntary, undated, unverified, and sometimes the only register-wide view available. Use it to generate a hypothesis, never to source a figure. |
Note what that second channel does. On a venue with no statutory flagging, a quantified ownership ceiling can still reach the public record through the takeover machinery rather than the transparency machinery. The information exists. It arrives through a door most readers are not watching.
Section 9The reader's checklist
| # | Step |
|---|---|
| 1 | Anchor to the last mandatory report. Take the period-end share count, the after-dilution count, and the balance-sheet claims. Record the period-end date. |
| 2 | Read the most recent meeting notice in full. Total shares and votes at the notice date, the articles span current and proposed, and every mandate with its cap, expiry and exercise status. |
| 3 | Read the meeting communiqué to learn which proposals passed. A notice is not a resolution. |
| 4 | Chain the press releases between the report anchor and today: purchases, issues, mandate exercises, financings. Verify the chain closes. |
| 5 | Price from the primary venue, in the reporting currency. Convert once, at a named rate, on a named date. |
| 6 | Mark everything the regime does not supply as absent, not as zero. |
The website is a surface, not a source
The rulebook requires the company website to carry all disclosed information for years, plus current articles, meeting information, directors, managing director, auditor and Mentor. That makes the website a required surface. It does not make it a reliable one, and on this venue it frequently is not: governance pages carry stale role descriptions, one meeting can be described as two different kinds of meeting on the same page, and a share count widget can fail to render while the heading above it still promises a number.
Assembling an input set here
| Input | Best location | Frequency | Fallback |
|---|---|---|---|
| Total BTC | Mandatory report balance sheet | Twice a year | Chained purchase releases, carrying the as-of date |
| Net senior claims | Mandatory report balance sheet | Twice a year | None. Financing releases give terms, not level |
| Basic shares outstanding | Mandatory report, period end | Twice a year | General meeting notice, dated |
| Fully diluted shares | Mandatory report, where material | Conditional | Build from the instrument terms |
| Share price | Primary venue, reporting currency | Daily | Press-release price stamp for a specific session |
| Currency basis | The reader's choice, disclosed | n/a | n/a |
The claims row has no fallback, and that is the honest summary of this regime. Everything else degrades gracefully. Claims do not. Between the two mandatory reports the level is not published at all, and a claims figure carried forward from a stale balance sheet through an announced-events-only reconstruction is an estimate wearing a filing's clothes.
Where that gap is open, the correct output is pending, with an as-of date. Not a number.
- United States, 8-K, the event channel: what changed this week.
- United States, 10-Q, the standing position: where everything sits at period end.
- United States, 13F, 13D and 13G, the ownership side: who holds the instruments, and what the forms cannot say.
- United Kingdom, RNS, an event stream with no quarterly filing behind it.
- Japan, kessan tanshin, the earnings summary, filed ahead of the audited securities report.
- Brazil, CVM, a structured regime in Portuguese, with two classes of citation.
- France, AMF and Euronext, where the company website is the compliance venue, not a convenience copy.
- Sweden, NGM Growth Market, the thinnest regime on the roster, and the method that survives it. You are here.
- All guides
See the capital structure assembled
The tracker carries BTC holdings, senior claims and Senior Claims % for every company covered, including the issuers whose regime publishes a claims level only twice a year.
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