MAR in force in Norway – reminder
The Market Abuse Regulation (Regulation(EU)No 596/2014 MAR) comes into force in Norway from 1 March 2021, and Norway will finally have a regime aligned with EU with respect to insider trading and market abuse.
Our contact with the markets participants indicate that issuers seem well prepared for the changes ahead. It is however not too late to make the necessary the changes and be ready by 1 March.
The key changes to be aware of are the following
- MAR will apply also for issuers listed on the Euronext Growth (an MTF), meaning that the same regime as for issuers listed on the regulated markets (Oslo Børs and Euronext Expand) will apply for companies listed at the Euronext Growth.
- The term "primary insiders" will be discontinued, and members of the board and management are now called "persons discharging managerial responsibilities" – PDMRs.
- MAR will also apply for debt instruments such as bonds listed on MTFs and regulated markets, meaning PDMRs in debt issuers will be subject to MAR from 1 March.
- New procedures for PDMR disclosures and reporting, both as to the reporting on transactions and for the reporting on the identity of the PDMRs and associated parties must be complied with. Associated parties will have an individual and separate obligation to report, separate from the PDMR. Trading below EUR 5,00 per calendar year do not need to be reported.
- The Norwegian Financial Supervisory Authority (NFSA) will require reporting through Altinn for reportable trades.
- New requirements as to the duty to establish and keep insider lists will apply.
- Deferred disclosure of inside information will required an "audit trail" on the decision making by the issuer.
- "Red period" will be reintroduced, meaning that there will be restrictions on PDMRs transactions from 30 days prior to the planned publication of statutory financial reporting.
The NFSA has published a separate guideline related to MAR Article 8 nr 1 on handling of firm trading orders already placed if inside information should materialise. The Norwegian doctrine on an penal sanctioned duty to pull such order has been abandoned with the implementation of MAR.
Please see here for a summary of the most important things to do in order to comply by 1 March 2021.
The Wikborg Rein Capital Markets team is available for assistance on MAR related issues, updates and reviews of instructions/policies. We are also available for work-shops and seminars for Board and management.