Norwegian depository receipts (NDR) have now been issued – a novelty in the Norwegian market finally available

Non-Norwegian companies targeting the Norwegian market may now issue Norwegian Depository Receipts, representing the beneficial interest in the company's shares.

The new instrument has been made available in Norway as a result of the adoption in Norway of the European Union's Central Securities Depository Regulation (Regulation EU no 909/2014). Registration of shares through the Single Security Link method (SSL) is no longer permitted in Norway, and such instruments may be converted to NDRs as an alternative to other more costly and cumbersome solutions.

NDRs may be listed on one of Oslo Stock Exchange's market places, on the Norwegian OTC, or such instruments may be held privately.

The NDRs will represent the beneficial interests in an underlying share which will be held in deposit by a licenced institution in Norway, which will normally also be the issuer of the NDRs. The NDRs will receive a Norwegian ISIN number.

There are currently two institutions licenced to facilitate the issuing of NDRs: Nordic Issuer Services AS and NT Services AS. There are also other players considering to enter into this market.

Compared to other methods for making foreign shares available in Norway, NDRs do not require that local law recognise the Norwegian CSD (central securities depository – Euronext VPS) as a foreign shareholder register, nor does one have to set up complicated and expensive links via one or several intermediaries /custody banks. For NDRs, the underlying deposited shares can be held locally in certificated form or otherwise or in a local securities depository.

Wikborg Rein has assisted Floatel International Ltd. (Bermuda) with the conversion of shares held by the SSL method to NDRs. The conversion was completed on 15 December 2022.

Other issuers having recently issued NDRs include Avenir LNG Limited and Goodbulk Ltd.

Wikborg Rein may assist with all legal aspects of the issuing of NDRs.

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