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Important changes to the Norwegian Securities Trading Act and the Stock Exchange Act came into force with effect from the start of 2008. The changes affect areas such as mandatory and voluntary offers, disclosure of changes in large shareholdings and various other changes affecting issuers of stock exchange listed shares. These changes largely represent the implementation in Norwegian law of European directives, namely the Markets in Financial Instruments Directive (MiFID), the Transparency Directive and the Directive on Takeover Bids.
The changes to the legislation are intended to make the capital markets more efficient by enhancing confidence and encouraging greater harmonisation within the EU/EEA area. One objective for harmonisation is to make it simpler and cheaper for companies to raise capital from European capital markets.
Oslo Børs asks that investors and the public at large take particular note of the following changes:
Duty to make a mandatory offer and voluntary offers
The duty to make a mandatory offer is triggered when the acquiring party becomes the owner of more than 1/3 of the voting rights in a company, and is also triggered at 40% and 50%.
As one of a number of transitional rules, a shareholder that owns between 1/3 and 40% at the start of 2008 will trigger the duty to make a mandatory offer if it acquires any additional shares.
The Norwegian rules on mandatory offers and voluntary offers previously only applied to Norwegian companies, but they now also apply in principle to foreign companies that are not listed in their home state.
In the case of foreign companies that are registered in a state in the EU/EEA area and are listed on Oslo Børs or Oslo Axess, certain of the rules that apply, including the thresholds for mandatory offers, will follow the rules in the company's home state.
In the case of foreign companies that are listed on Oslo Børs or Oslo Axess that have their registered office outside the EU/EEA area, the Norwegian rules on mandatory and voluntary offers will apply in full. Oslo Børs has the authority to exempt foreign companies from these rules. No company has yet applied for or been granted such an exemption.
Disclosure of large shareholdings ("flagging")
The number of flagging thresholds is increased, and shareholdings in a stock exchange listed company must be disclosed when they pass the following thresholds: 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90%. In the case of acquisitions and disposals of shares in foreign companies that are listed on Oslo Børs or Oslo Axess but are registered in a state in the EU/EEA area, the flagging rules of the company's home state will apply, and these may differ from the Norwegian rules. There are also certain changes to the provisions on triggering the duty to issue a flagging disclosure.
Publication and storage of notifiable information
Issuers (listed companies and issuers of bonds) are no longer restricted to publishing notifiable information through Oslo Børs. Issuers are responsible for ensuring that such information is made public in an efficient and non-discriminatory manner that shall to a reasonable degree ensure access to the information within the EEA area. Companies can either make their own arrangements for this, or enter into an agreement for this with Oslo Børs Informasjon (OBI) or with some other distributor of information.
Announcements must in any case be sent to Oslo Børs as the official Norwegian storage mechanism and for the purposes of market surveillance. This means that all messages will continue to be available on www.newsweb.no and www.oslobors.no, even if the distribution is carried out by some other party.
During the course of the autumn, Oslo Børs published a number of Circulars to provide further information on the new rules, including the information mentioned here. The Circulars are available on www.oslobors.no/ob/sirkulaere2.
Kredittilsynet (the Financial Supervisory Authority of Norway) is the authority responsible for supervising the rules on flagging, and it has announced that it intends to publish a circular in this respect.
