Act on Securities Trading (Securities Trading Act)

Part 4. Regulated markets

Chapter 12. Requirements on the business of regulated markets.

Section 12-1.Restrictions on business activities

(1) The market operator of a regulated market may in addition to operating a regulated market only engage in activities that are naturally related to the operation of the regulated market, and which do not impair confidence in the integrity and independence of the regulated market. In case of doubt, the ministry shall determine whether the conditions of the first sentence are met.
(2) If a market operator engages in clearing operations pursuant to chapter 17, such operations shall be carried out in a separate undertaking. The ministry may by regulations or by individual decision make exceptions from the provision of the first sentence.
(3) Finanstilsynet may order a market operator engaging in other activities to carry out such activities in a separate undertaking.
(4) The ministry may make regulations to supplement this section.

Section 12-2.Admission of financial instruments to trading etc.

(1) A regulated market shall have clear and transparent rules on admission of financial instruments to trading. Such rules shall ensure that financial instruments can be traded in a fair, orderly and efficient manner and, in the case of transferable securities, see section 2-4 subsection (1), are freely negotiable.
(2) Where derivatives are admitted to trading, the rules shall ensure that the derivative contracts are designed in such a manner as to facilitate orderly pricing and effective settlement conditions.
(3) The regulated market shall have effective arrangements to verify that issuers of transferable securities that are admitted to trading comply with their obligations under chapters 5 and 7.
(4) The regulated market shall have arrangements which facilitate its members' access to information made public pursuant to chapters 5 and 7.
(5) The regulated market shall have necessary arrangements to regularly review compliance with the conditions for admission of financial instruments to trading.
(6) Transferable securities already admitted to trading on another regulated market may be admitted to trading on a regulated market without the consent of the issuer, provided that the provisions of chapter 7 are complied with. The regulated market shall notify the issuer that such admission to trading is taking place. The issuer shall not be subject to any obligation to provide information as the result of such admission.
(7) The market operator may require an issuer of financial instruments that are admitted, or whose admission is requested, to trading on the regulated market, and the issuer's elected officers and employees, to disclose, without regard to any confidentiality obligation, any information necessary to enable the market operator to comply with its statutory obligations. The first sentence applies equally to any other person that regularly performs managerial functions for the issuer. The first sentence further applies equally to any other person who has applied for admission of financial instruments to trading.
(8) The ministry may make regulations to supplement this section.

Section 12-3.Suspension and removal of financial instruments

(1) A market operator may suspend or remove from trading on the regulated market a financial instrument which no longer complies with the regulated market's terms and conditions. The market operator may nonetheless not suspend or remove a financial instrument from the regulated market if this would be likely to cause significant damage to the holders of the instrument or the roles and functioning of the market.
(2) A market operator that suspends or removes a financial instrument shall also suspend or remove any derivatives that have the financial instrument concerned as their underlying where this is necessary to support the objective of the suspension or removal of the underlying financial instrument.
(3) Anyone suspending or removing a financial instrument from trading on a regulated market shall immediately make public the decision and inform Finanstilsynet accordingly.
(4) Finanstilsynet shall require that trading venues and systematic internalisers which trade the financial instrument concerned suspend or remove the instrument from trading if the suspension or removal decision is grounded in a takeover bid, suspected market abuse or the non-disclosure of inside information about the issuer or the financial instrument in infringement of Articles 7 and 17 of the Market Abuse Regulation, see section 3-1, except where this could cause significant damage to the holders of the instrument or the functioning of the market. Finanstilsynet shall immediately make public such a decision and communicate it to the European Securities and Markets Authority and competent supervisory authorities of other EEA states.
(5) Finanstilsynet may decide that the market operator shall suspend or remove from a regulated market pursuant to subsections (1) and (2) a financial instrument which no longer complies with the conditions for admission to trading.
(6) The ministry may make regulations to supplement this section.

Section 12-4.Membership of a regulated market

(1) A regulated market shall have in place transparent and non-discriminatory rules, based on objective criteria, governing membership of or access to the market.
(2) The rules mentioned in subsection (1) shall describe a member's obligations arising from:
1.the regulation of, and activities in, the regulated market,
2.the market's trading rules,
3.professional standards for employees of investment firms or credit institutions participating on the market,
4.the conditions applicable to members that are not investment firms or credit institutions,
5.rules and procedures for settlement and clearing of transactions concluded on the regulated market.
(3) A regulated market may admit investment firms and credit institutions as members. A regulated market may also admit other legal entities and natural persons as members, provided that these:
1.are of sufficient good repute,
2.have sufficient ability, competence and experience relating to trading and transactions,
3.have, where relevant, adequate organisational arrangements, and
4.have the necessary financial resources, taking into account various arrangements for guaranteeing the correct settlement of transactions.
(4) The requirements of sections 10-9 to 10-21 do not apply to transactions concluded between members on a regulated market. The requirements of sections 10-9 to 10-21 nonetheless apply to members' clients when orders are executed, on behalf of clients, on a regulated market.
(5) The market operator shall give undertakings with their head office in another EEA state that are authorised to provide investment services or perform investment activities access to membership of the regulated market on the same conditions as other members.
(6) The market operator shall notify Finanstilsynet if it intends to establish arrangements in another EEA state that may facilitate access to, and trading opportunities on, the market for remote members. Finanstilsynet shall within one month communicate such information to the supervisory authority of the other EEA state.
(7) The market operator shall, on a regular basis, send a list of the members of the regulated market to Finanstilsynet.
(8) Members of a regulated market, as well as elected officers and employees of members, are obliged, without regard to any confidentiality obligation, to provide the market operator of the regulated market with any information that is required to enable the market operator to comply with its obligations under this Act and other legislation.
(9) The ministry may make regulations to supplement this section.

Section 12-5.Market monitoring

(1) A regulated market shall establish effective arrangements and procedures, including having the necessary resources, to ensure regular monitoring of members' compliance with the market's own rules. Regulated markets shall monitor orders sent, cancellations of orders and transactions on the market in order to identify infringements of relevant laws and rules, including the market abuse provisions in chapter 3, the market's own rules and other unlawful trading conditions, as well as trading system disruptions in relation to a financial instrument.
(2) The market operator of the regulated market shall immediately notify Finanstilsynet of any suspicion of significant infringement of relevant laws and regulations, the market's own rules or other unlawful trading conditions, as well as of any trading system disruptions in relation to a financial instrument.
(3) The market operator may require a securities depository and a central counterparty to provide, without regard to any confidentiality obligation, any information necessary to enable the regulated market to fulfil its obligations under subsections (1) and (2). The information shall not be used for any other purpose.
(4) The ministry may make regulations to supplement this section.

Section 12-6.Designation of settlement system

Members of a regulated market shall have the right to designate a settlement system for transactions in financial instruments undertaken on that market, subject to the following conditions:

1.there are such links and agreements between the designated settlement system and any other systems or arrangements as are necessary to ensure effective and economic settlement of the transaction in question, and
2.Finanstilsynet agrees that use of a settlement system other than that designated by the regulated market offers technical conditions that are conducive to ensuring that the financial markets function in a smooth and orderly manner.

Section 12-7.Admission to trading of financial instruments issued by a regulated market

(1) A regulated market may not admit to trading transferable securities issued by the market operator of the regulated market, any undertaking in the same group as the market operator, or any financial instruments linked to such securities, without the consent of the ministry.
(2) The ministry may give consent for a regulated market to admit to trading transferable securities issued by an undertaking belonging to the same group as the market operator of the regulated market concerned or financial instruments linked to such securities. Such consent may be granted subject to conditions, including a requirement that such undertaking be placed under special supervision by Finanstilsynet, and that such undertaking be subject to a disclosure obligation towards Finanstilsynet.
(3) The ministry may make further provision on procedures, decisions and controls in respect of admission of such securities to trading, ongoing trading and supervision of the issuer and the regulated market.

Section 12-8.Regulations on case processing

The ministry may by regulations make provisions concerning case processing and expenses related to decisions made by a market operator, and provisions concerning appeals against and reversals of such decisions.

Section 12-9.(Revoked)

Section 12-10.(Revoked)

Section 12-11.(Revoked)

Section 12-12.(Revoked)

Section 12-13.(Revoked)