Equity Capital Markets | Transfer of supervisory authority from Oslo Børs to the Norwegian Financial Supervisory Authority on 1 April 2025
The Oslo Stock Exchange’s rule book will change with effect from 1 April 2025 as a result of the transfer, and the Norwegian Financial Supervisory Authority will publish supplementary information about the new supervisory areas on its website from the same date.
In this newsletter, we provide a summary of the changes the transfer of regulatory tasks will have for issuers.
Klikk her for å lese artikkelen på norsk
Supervision of the issuer’s duty to disclose inside information
Issuers with financial instruments admitted to trading on Euronext Oslo Børs, Euronext Expand Oslo and Euronext Growth Oslo have an obligation under the Market Abuse Regulation (MAR) to promptly disclose inside information that directly concerns the issuer. Issuers may delay the disclosure of inside information if specific conditions for such delayed disclosure are met.
The issuer’s obligation to notify the Oslo Stock Exchange of a decision to delay the publication of inside information will be repealed with effect from 1 April 2025. Issuers who decide to delay the publication of inside information will no longer be required to notify Oslo Børs of the decision. This notification obligation has previously followed the Oslo stock exchange’s issuer rules but will now be repealed in in its entirety as the Norwegian Financial Supervisory Authority will not continue a similar notification obligation. An issuer’s obligation to notify Oslo Børs prior to disclosing particularly price-sensitive events during the Oslo Stock Exchange’s opening hours will however be continued.
From 1 April 2025, written notification of the publication of inside information that has been subject to delayed disclosure shall no longer be sent to the Oslo Stock Exchange through the issuer portal NewsPoint, but to the Norwegian Financial Supervisory Authority through the Altinn form KRT-1801. For Norwegian issuers, only persons who can represent the issuer in Altinn will be able to submit the notification. Issuers must ensure that the person who will be responsible for submitting the notification has or is assigned a role in Altinn that gives access to the submission of the form in Altinn. For foreign issuers, the notification is sent via the submitter’s personal user in Altinn.
Further information about logging in, completing and submitting the form in Altinn will be made available on the Financial Supervisory Authority’s website from 1 April 2025 at this link:
After the transfer on 1 April 2025, it will be the Norwegian Financial Supervisory Authority that sends inquiries related to the rules on disclosure of inside information and sanctions related to any breach of the rules. It is expected that the Oslo Stock Exchange’s previous practice will continue to be relevant, as the rules relating to what constitutes inside information, when the duty to disclose inside information arises and the conditions for delayed disclosure will not change as a result of the transfer.
Buyback programs and price stabilisation
The Safe Harbor Regulation (Commission Delegated Regulation (EU) 2016/1052) sets out procedures for issuers to carry out price stabilisation (typically in connection with IPOs) and share buy-backs in a way that ensures that this will not violate, among other things, the prohibition against market manipulation set out in MAR. The Oslo Stock Exchange has been the supervisory authority for these rules since the introduction of MAR in 2021.
The Norwegian Financial Supervisory Authority will also take over this supervisory task from 1 April 2025. Issuers that carry out such transactions must disclose these in the same way as before, as the Norwegian Financial Supervisory Authority will continue the relevant templates for disclosure and reporting used when reporting to Oslo Stock Exchange prior to 1 April 2025. The reporting obligation will thus be fulfilled by timely disclosure of information as required by the templates to the market and by simultaneously submitting the disclosure to the officially appointed mechanism (OAM) for storage in Norway, which is Oslo Børs through NewsWeb.
The Norwegian Financial Supervisory Authority will publish the templates for disclosure and reporting on its website from 1 April 2025.
Takeover authority
The Norwegian Financial Supervisory Authority will also take over the role as the takeover authority for the rules on public takeover bids applicable to issuers on Euronext Oslo Børs and Euronext Expand from 1 April 2025. This means, among other things, that notifications of mandatory and voluntary offers, as well as applications for exemption from mandatory offers, must be sent to the Norwegian Financial Supervisory Authority. It will also be the Norwegian Financial Supervisory Authority that reviews and approves the offers and offer documents prepared for such takeover bids. Further information about the Norwegian Financial Supervisory Authority as a takeover authority, including the procedure for publication of such notices, is expected to be available on the Norwegian Financial Supervisory Authority’s website by 1 April 2025.
Financial Supervisory Complaints Board
On 1 April 2025, the new Financial Supervision Act will enter into force, establishing a special independent appeals committee (the Financial Supervision Appeals Committee) that will review appeals against decisions made by the Norwegian Financial Supervisory Authority. This will therefore also apply to appeals of decisions relating to the issuer’s disclosure obligation, mandatory offer obligations, as well as other decisions in the securities trading area such as mandatory notification on large shareholding, disclosure obligations, etc.
The Oslo Stock Exchange’s Appeals Committee will be abolished as a result of the establishment of the Financial Supervision Appeals Committee. Appeals of decisions made by the Oslo Stock Exchange on listing, continued listing and delisting, as well as the exchange’s other issuer rules, will still be possible to submit to the Oslo Stock Exchange’s own appeals committee (Euronext Appeals Committee). This Appeals Committee will be a continuation of the existing Euronext Growth Appeals Committee, which from 1 April 2025 will be given an extended mandate to also handle appeals on decisions aimed at issuers on Euronext Oslo Børs and Euronext Expand Oslo.
Oslo Børs will continue to play an important role
The Oslo Stock Exchange will continue to fulfil other statutory tasks, such as being the public storage mechanism (OAM) in Norway through NewsWeb, receiving mandatory notifications on large shareholdings and keep lists of the issuers’ primary insiders and their close associates. Issuers will also continue to use the issuer portal NewsPoint where this follows from the Oslo Stock Exchange’s rule book, such as for registration of primary insiders and their close associates, publication of financial calendars and publication of information documents on Euronext Growth Oslo.
In connection with the transfer of supervisory authority to the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange has also made some other changes to the issuer rules. This means, among other things, that Euronext Oslo Børs will remove the rule on equal treatment from its rule book. Issuers on Euronext Oslo Børs and Euronext Expand will, however, still be subject to the requirement for equal treatment set in the Securities Trading Act, but this will no longer be supervised by Oslo Børs
Even though the supervisory authority is transferred to the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange will continue to play an important role as an operator of the marketplaces and the Oslo Stock Exchange’s other rules, including continuing obligations for issuers, will continue to apply.
Concluding remarks
The transfer of supervisory authority to the Norwegian Financial Supervisory Authority is an expected practical change in how issuers must relate to regulatory requirements. The transfer will be especially important for issuers on the Oslo Stock Exchange marketplaces, which will mainly have to deal with the Norwegian Financial Supervisory Authority as the supervisory authority. As a result of the transfer, the Oslo Stock Exchange will now be able to focus more on its role as a private company and will no longer be a point of contact for statutory disclosure obligations, delayed disclosure of inside information or takeovers.
It is important for all listed issuers to adapt to the new reporting requirements and to establish new routines for reporting and communication with the Norwegian Financial Supervisory Authority. For foreign issuers, personal users must be created in Altinn, which in our experience may take some time, depending on the final technical solution chosen for this.
BAHR will continue to monitor developments and advise our clients to ensure that they are well prepared for the new rules and can effectively navigate the changing regulatory landscape.