Act on Securities Trading (Securities Trading Act)

Part 4. Regulated markets

Chapter 13. Authorisation and other requirements for operating as a stock exchange

Section 13-1.Authorisation to operate as a stock exchange etc.

(1) A stock exchange may only be operated by a market operator authorised to do so by the ministry.
(2) An undertaking not authorised as market operator of a stock exchange under this Act may not use the designation stock exchange in or as an addition to its name, or in referring to its activities, if such use is likely to create the impression that the firm has authorisation pursuant to this Act.
(3) The articles of association and amendments thereto shall be submitted to the ministry for approval. The ministry may issue regulations on the contents and approval of the articles of association of the market operator.
(4) Any resolution on the disposal of a material part of the business which is subject to authorisation requirements shall be adopted by the general meeting with the same majority as that required for amendments to the articles of association.
(5) The ministry may by regulations lay down which provisions of the Act shall apply to both the market operator and the stock exchange where these are two different legal entities.
(6) The ministry may make regulations to supplement this section.

Section 13-2.Admission of financial instruments to trading on a stock exchange

(1) Financial instruments may be admitted to trading on a stock exchange pursuant to the provisions of section 12-2, and regulations laid down pursuant to section 12-2, as well as the stock exchange's own rules, if the stock exchange concerned considers the financial instruments to be suited for trading and likely to be subject to regular trading.
(2) The ministry may make regulations to supplement this section.

Section 13-3.Supervision of holdings in a stock exchange

(1) An acquisition whereby the acquirer becomes the owner of a qualifying holding in the market operator of a stock exchange, or in the stock exchange itself, requires authorisation from the ministry. ‘Qualifying holding’ means any direct or indirect holding representing at least 10 per cent of the share capital or the voting rights, or which otherwise makes it possible to exercise substantial influence over the management of the undertaking. Shares held or acquired by shareholders as mentioned in section 2-5 are deemed equivalent to the acquirer's own shares. The acquisition of a right to become the holder of shares shall be deemed equivalent to the holding of shares for purposes of the first to third sentence where this must be considered a beneficial shareholding.
(2) Any acquisition whereby the holding directly or indirectly exceeds 20, 30 or 50 per cent of the share capital or the voting rights of a stock exchange requires authorisation from the ministry. Subsection (1) third and fourth sentence applies with equal effect.
(3) Applications for authorisation pursuant to subsections (1) and (2) shall be sent separately for each shareholder who as a result of the acquisition directly or indirectly acquires a holding in a stock exchange that reaches or exceeds 10, 20, 30 or 50 per cent.
(4) Authorisation pursuant to subsections (1) and (2) may only be granted where the acquirer is deemed fit to ensure the sound and prudent management of the undertaking. In such assessment particular emphasis shall be given to the following:
1.the previous conduct of the acquirer,
2.the financial resources available to the acquirer, as well as considerations relating to sound operations,
3.whether such ownership could have undesired consequences for the functioning of financial markets, or the ability of the stock exchange to serve the Norwegian capital market,
4.the scope for conducting effective supervision, including whether cooperation has been established with the supervisory authorities of the acquirer’s home state,
5.whether such ownership could affect the rights and obligations of the participants on the stock exchange concerned,
6.whether the underlying ownership structure of the acquirer is consistent with the objectives of this section,
7.whether there are grounds for assuming that money laundering or financing of terrorism, or any attempt to commit such an act, is taking place in connection with the acquisition, or that the acquisition will increase the risk of such an act.
(5) An application for authorisation pursuant to subsections (1) and (2) shall be submitted to Finanstilsynet with a copy to the ministry. Anyone acquiring a qualifying holding shall submit an ordinary certificate of good conduct pursuant to the Police Records Act section 40, if so requested by Finanstilsynet.
(6) Where a disposal of shares results in the size of the holding falling below the thresholds mentioned in subsections (1) and (2), Finanstilsynet shall be notified accordingly.
(7) The ministry may by regulations lay down rules to supplement this section, including further rules on the contents of the application, rules on processing of the application, as well as rules on the obligation to give notification of owners of qualifying holdings in the undertaking, and on obligations for legal entities with qualifying holdings in the undertaking to give notification of the identity of those appointed to their board of directors and senior management.

Section 13-4.Acquisition without authorisation

(1) If a shareholder has acquired shares without the requisite authorisation pursuant to section 13-3, the ministry may set a time limit for reducing the holding or applying for the requisite authorisation. If that time limit is overstepped, the ministry may sell the shares. The provisions of the Enforcement Act on the forced sale of financial instruments apply insofar as applicable. Section 10-6, cf. section 8-16, of the Enforcement Act, is not applicable. The shareholder shall be notified that a forced sale will be made no less than two weeks before such sale is carried out.
(2) Until a divestment or forced sale has taken place, the shareholder may not, in respect of any portion of the shares in excess of the permitted level, exercise any rights in the company other than the right to receive dividends and to exercise pre-emption rights in the event of an increase of capital.
(3) The ministry may make regulations to supplement this section.

Section 13-5.Control committee

The ministry may by regulations make rules requiring the market operator of a stock exchange to have a control committee, including rules on the control committee’s composition, tasks, mandate and its duty to report to Finanstilsynet.

Section 13-6.Halt to trading

(1) The ministry may in exceptional circumstances decide that all trading on a stock exchange shall be halted. Where possible, the views of the stock exchange and Finanstilsynet shall be obtained before such a decision is adopted. If it is not possible to wait for a decision by the ministry, such decision may be made by Finanstilsynet. If it is not possible to await Finanstilsynet’s decision, such decision may be made by the stock exchange.
(2) The ministry may make regulations to supplement this section.