The Norwegian FSA assumes the role as Norwegian take-over authority and supervisory authority for disclosure regime

Key changes related to issuers' delayed disclosure of inside information

• Issuers shall no longer notify Euronext Oslo Børs upon a decision to delay disclosure of inside information. No similar obligation will apply towards the Norwegian FSA as of 1 April 2025.
• Immediately upon disclosure of inside information that has been subject to delayed disclosure, issuers shall send a notification to the Norwegian FSA via Altinn. The notification shall no longer be sent to Euronext Oslo Børs via the "Notification" module in NewsPoint (will be removed). Information about the new KRT-1801 form "Notification to Finanstilsynet by issuers who have delayed the disclosure of inside information" will be made available on Finanstilsynet's website.
• Norwegian issuers should note that only persons who may represent the issuer in Altinn (normally the CEO and board members) may submit the notification on the issuer's behalf. Notifications for non-Norwegian issuers must be sent via the sender's personal user in Altinn. The Norwegian FSA may also ask issuers for a written explanation of assessments made related to inside information and the conditions for delayed disclosure.

Key changes to buy-backs and price stabilisation

• The Norwegian FSA will take over Euronext Oslo Børs' supervision when it comes to compliance with the conditions concerning issuer's share buy-back programs and price stabilisation pursuant to MAR, including the "safe harbour" regime under EU Commission Delegated Regulation (2016/1052).
• Issuers may continue as before by fulfilling the relevant reporting obligations through publications on www.newsweb.no (the officially appointed mechanism (OAM) in Norway will not be changed). 
• The Norwegian FSA will make available templates to be used for disclosure and reporting of transactions in buy-back programs and price stabilisation on Finanstilsynet- Buy-Back and Finanstilsynet- Price stabilisation. 

Key changes related to the transfer of take-over authority to the Norwegian FSA

• If an individual or entity will trigger a mandatory offer obligation, i.e. by becoming the owner, through acquisition(s), of shares representing more than 1/3 of the voting rights in a Norwegian target listed on the regulated markets Euronext Oslo Børs or Euronext Expand (repeated obligation if/when passing 40% and 50% of the voting rights), a notification to that effect shall be sent to the Norwegian FSA. A notification shall also be sent to the Norwegian FSA upon a decision to make a voluntary offer. The notification will be published by the Norwegian FSA. 
• Applications for exemption from the mandatory offer obligation in connection with acquisition(s) from consolidated part(ies), as well as applications for exemptions from the rules on public takeovers, will be handled by the Norwegian FSA.
• If an offer is made by someone being part of the target's board, or in concert with the target's board, the Norwegian FSA decides who shall issue the statement regarding the offer on behalf of the target.

New Appeals Board will be established

• An independent appeals board will be established for the processing of appeals on decisions from the Norwegian FSA (the appeals board). The appeals board will function as an independent body and shall assess complaints objectively and competently. The appeals board will also replace Euronext Oslo Børs' appeals board. 

Disclosure obligations and contact with Euronext Oslo Børs otherwise continue as before

Despite the implications of the transfer of authority to the Norwegian FSA as set out above, issuers with financial instruments listed on Euronext Oslo Børs' marketplaces shall continue as before when it comes to disclosure obligations and their contact with Euronext Oslo Børs, including by use of NewsPoint. 

Euronext Oslo Børs will continue as recipient of disclosures of large shareholdings relating to issuers that have Norway as their home state and are listed on Euronext Oslo Børs or Euronext Expand.

The Wikborg Rein ECM team is available to discuss the changes described herein.