Guidance on possible delay of publication of 2019 annual accounts

On 27 March 2020, ESMA issued guidance on the implications of the COVID-19 pandemic on the deadlines for publishing financial reports, including the current due date at 30 April 2020 (assuming financial year end at 31 December 2019) for companies listed on a regulated market. The guidance applies to Norwegian companies listed on a regulated marked in Norway and includes the following highlights:

1. COVID-19 challenges for 30 April annual report deadline: ESMA acknowledges that companies may have significant challenges to complete their annual financial report prior to the deadline of 30 April for issuers with financial year end at 31 December 2019 due to the COVID-19 pandemic
2. Not to sanction delayed disclosure: ESMA expects that the Norwegian Financial Supervisory Authority (Norwegian FSA) shall not prioritise supervisory action against companies that are delayed in meeting the deadline of 30 April (assuming financial year end at 31 December 2019) – provided that the publication occurs prior to 30 June 2020
3. Inform authorities and market of delay: If companies anticipate that they will not be able to meet the 30 April deadline, they are expected to inform the Norwegian FSA and the market about this, including reasons for the delay and (to the extent possible) expected publication date
4. Inside information rules still apply: ESMA reminds the companies that the rules on disclosure of insider information still apply, meaning that if the circumstances constitutes inside information, the companies will have to comply with such rules (i.e. immediate disclosure to the market – or delay public disclosure if possible)

ESMA has provided similar guidance on half year reports with balance sheet day (in practice) on 31 December 2019; where the due date may be extended by one month (we assume this has more limited relevance in the Norwegian market).

The full text of the ESMA guidance can be found here.

The Norwegian FSA has today, 30 March 2020, issued a statement regarding Norwegian companies that have their financial year end at 31 December 2019:

1. The Norwegian FSA will follow the guidance from ESMA
2. Companies shall notify the Norwegian FSA about any delay in its annual financial reporting, the reasons for it and when publication is expected to take place – in addition to releasing the same information as a stock exchange announcement
3. The Norwegian FSA expects that companies endeavour to publish annual financial report as soon as possible after the reason for the delay is gone
4. Any further delays shall be disclosed in accordance with the procedures mentioned in b) above before the expected time of publication

The full text of the Norwegian FSA statement may be found here.

The Oslo Stock Exchange issuer rules for its regulated markets also include 30 April as the due date for the issuers’ annual financial report (or within four months after the financial year end). Any breach of the Oslo Stock Exchange issuer rules may be subject to sanctions by the Exchange. The Oslo Stock Exchange has thus far not issued any formal statement in this regard, but is expected to apply the same guidance as the Norwegian FSA on this matter.

Further guidance on future financial reporting, such as interim reports for Q1 2020, are not covered by this guidance and shall follow ordinary rules.

BAHR is following the development in the market closely. We receive many requests and questions relating to effects of Covid-19 and have assembled a special team of lawyers with different expertise to advice on these matters.

Please do not hesitate to reach out to one of our contact persons below for further assistance.