Norwegian Depositary Receipts – an entry to the Norwegian equity market

As of March 2025, 14 NDRs are registered and issued in Euronext Securities Oslo, the Norwegian Central Securities Depository (CSD). So far three NDRs (Awilco Drilling PLC, Constellation Oil Services Holding S.A., and Bruton Limited) are admitted to trading on Euronext Growth Oslo (an SME Growth Market, a category of Multilateral Trading Facility – "MTF"), and one on the Norwegian OTC list (GiG Software P.L.C.). No NDR is yet listed on the regulated markets in Oslo, i.e. Euronext Expand or Euronext Oslo Børs.

What is a Norwegian depositary receipt?

The NDR is a financial instrument that represents the beneficial interests in shares in a non-Norwegian issuer. The NDRs will generally reflect the shareholder rights that holders of the NDRs would have had if they owned the underlying shares directly.

The underlying shares will be held in deposit by a licensed institution in Norway (the "Depository"), which will normally also be the issuer of the NDRs. The NDRs will receive a Norwegian ISIN number. There are currently three institutions acting as Depositories: DNB Bank ASA, Equro Issuer Services AS, and Nordic Trustee Services AS.

NDRs may be issued over all or only for a portion of the company's shares, and the shares themselves may or may not be listed on a foreign trading venue. Normally the ratio between the NDRs and the underlying shares is 1:1 (i.e. one NDR represents the beneficial interests in one share). 

Compared to other methods for making foreign equity available in Norway, an NDR setup is not dependent on local law recognising the Norwegian CSD as the issuer's shareholder register/register of members, nor is it necessary to set up potentially complicated and more expensive CSD links via one or several intermediaries/custody banks. For NDRs, the underlying deposited shares may be held locally in certificated form or otherwise in a local securities depository. 

The NDRs may be admitted for listing (and trade in the share segment) on a trading venue in Norway, including the Euronext Oslo Børs regulated markets (the main board and Euronext Expand), Euronext Growth Oslo, or the Norwegian OTC. The NDRs may also be held privately.

Regulations and rights of the holders of NDRs

NDR Terms & Conditions

The rights and obligations of the NDR holders are governed by the terms and conditions of the NDRs, which is a Norwegian law contractual arrangement between the NDR holders and the Depository, and by the trading rules of the venue on which the NDRs may be listed. 

There is currently no market standard for the NDR terms and conditions in Norway, as each Depository has their own standards. However, they all have in common that shareholder rights shall be mirrored as far as practically possible to the holders of the NDRs.

Listing process

The listing process for NDRs is essentially the same as for shares, both for Euronext Oslo Børs, Euronext Expand, and Euronext Growth Oslo. There is no requirement for the underlying shares to be, or become, listed on a regulated market in the EU, or equivalent markets outside the EU. 

A notable difference between the listing of shares and NDRs is that the issuer and the Depository must provide additional undertakings/confirmations in the listing process to the effect that: i) the shares represented by the NDRs have been duly issued and are in proper custody at the time of admission, ii) there is an agreement in place between the issuer and the Depository, and iii) that the terms under the agreement will apply to the issued NDRs and as described in any prospectus/information document prepared in connection with the admission to trading. Furthermore, both the Depository and the issuer with the underlying shares must sign the application form for admission to trading. 

It is additionally worth noting that the assessments conducted by the exchange for shares must be conducted correspondingly for NDRs. This includes, among other things, the general suitability assessments such as free transferability, voting rights, etc.

Prospectus rules

For the regulated markets, NDRs will be considered "equity securities" for purposes of the EU Prospectus Regulation (EU) 2017/1129, and will generally follow the same regulations as shares, both with respect to listing requirements and primary issuances of NDRs, as well as for secondary issuances that require a prospectus. The changes resulting from the EU's Listing Act (when adopted and implemented in Norway) will therefore also apply to NDRs in the same way as they do to shares. Similarly, the rules regarding the information document for listing on Euronext Growth Oslo will apply to NDRs.

EU Regulations and the Euronext Oslo Børs continuing obligations

If listed on either Euronext Oslo Børs, Euronext Expand or Euronext Growth Oslo, the rules applicable to the respective venue will apply correspondingly to NDRs as they would to shares, with some modifications, as set out below. NDRs qualify as a "financial instrument" under EU Regulation 2014/65 (MiFiD II), and the EU Market Abuse Regulation (596/2014) (MAR) and other relevant EU legislation, as incorporated in Norway, which therefore applies to trade in the NDRs. The NDRs will for all practical purposes trade and behave like shares since the NDRs represent the beneficial interest in, and thereby the value of, the shares. 

MAR, including the prohibition against insider trading and market manipulation, will in general apply to NDRs. Under MAR, the issuer of the shares underlying the NDRs is considered to be the "issuer" of the NDRs in the context of MAR (i.e. not the Depository). As a consequence, all provisions in MAR will apply correspondingly to the issuer of shares underlying listed NDRs, including:

• disclosure/reporting regime 
• the prohibition against insider trading and market manipulation 
• duty to keep inside information confidential, and keep insider lists 
• primary insiders regime
• market soundings regulations

Furthermore, the relevant continuing obligations of Euronext Oslo Børs also apply to the issuer of shares underlying listed NDRs, to the extent appropriate. This implies, among other things, that the issuer of the underlying shares shall facilitate:

• that the holders of the NDRs are informed about and given the opportunity to participate in or receive the benefit of relevant corporate actions such as shareholders' meetings, dividends, equity transactions, mergers etc.
• financial reporting for the issuer of the underlying shares 
• equal treatment of holders of NDRs

Disclosure of major holdings (flagging)

Major holdings of shares and votes (as well as financial instrument with similar economic effect as shares and entitlement to acquire shares) held indirectly through NDRs listed on a regulated market shall be disclosed to the market ("flagging") with the percentage calculated as the ratio between the number of shares represented by NDRs held and the total number of shares issued, i.e. counting also any shares not represented by NDRs (as may be the case with dual listings). 

The disclosable thresholds for NDRs are identical as for shares, meaning 50% and 90% on Euronext Growth Oslo (obligation at issuer level), and 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3, and 90% on the regulated markets if Norway is the issuer's home state (obligation at investor level). If another EEA jurisdiction is the home state of the issuer, the disclosure regulations of that jurisdiction apply, cf. sections 4-1 and 5-4 of the Norwegian Securities Trading Act ("NSTA").

Take-overs

The Norwegian statutory take-over regime, including rules applicable to mandatory offers, apply to NDRs listed on the regulated markets to the extent the NDRs may be said to "represent" the votes for the underlying shares, cf. the NSTA section 6-1. This will normally be the case since the terms and conditions for the NDRs typically give the holders the exclusive right to exercise voting rights for the shares via the Depository, which in turn undertakes not to vote without instructions from the NDR holders. For completeness, the Norwegian statutory take-over regime does not apply for shares and NDRs listed on Euronext Growth Oslo.

If the main business office of the issuer of the underlying shares is located in an EEA country other than Norway, and the underlying shares are not listed on a regulated market in that country (or, if listed on such market, the NDRs were first listed in Norway), the Norwegian take-over authority has jurisdiction over the procedural part of the offering process, including approving the offer price, approving the offer document, and other offering procedures. However, the mandatory offer threshold and acting in concert is determined pursuant to the legislation of the EEA country where the main office of the listed issuer is located.

If the main business office is located outside the EEA, then Norwegian take-over regime applies unless an exemption is granted, cf. the NSTA section 6-23. 

Current practical landscape for NDRs

NDRs are still a relatively unutilised alternative for non-Norwegian companies to access the Norwegian equity market. In the current slow equity market, interest in NDRs so far appears to be somewhat limited, and it remains to be seen whether the interest will increase in a more favourable market with increased knowledge about the NDRs' characteristics.