Act on Securities Trading (Securities Trading Act)

Part 2. General provisions

Chapter 4. Notification obligation

Section 4-1.Scope

The provisions of this chapter apply to shares admitted to trading on a regulated market of an issuer having Norway as its home state. Norway shall be regarded as the home state for issuers as mentioned in section 5-4 subsections (2) to (4). Where Norway is the host state for an issuer, the legislation of the home state shall apply in respect of matters regulated in this chapter.

Section 4-2.Disclosure of shares and voting rights

(1) Where a shareholder’s ’proportion of shares to which voting rights are attached reaches, exceeds or falls below 5 per cent, 10 per cent, 15 per cent, 20 per cent, 25 per cent, one-third, 50 per cent, two-thirds or 90 per cent of the votes as a result of acquisition or disposal, the shareholder shall notify the issuer and Finanstilsynet or whomever Finanstilsynet designates for the purpose.
(2) Subsection (1) applies equally to a shareholder’s portion of the share capital.
(3) Borrowing of shares and return and receipt of loaned shares shall be regarded as acquisition and disposal for the purposes of this section.
(4) The provisions of this chapter and of regulations issued pursuant to provisions of this chapter apply equally to equity certificates.
(5) ’’The ministry may by regulations lay down further rules on disclosure pursuant to this section.

Section 4-3.Disclosure of other financial instruments

(1) The obligation to send notification under section 4-2 subsection (1) applies equally to anyone who directly or indirectly holds, acquires or disposes of
1.financial instruments which on maturity give the holder an unconditional right or the discretion as to his right to acquire, already issued shares to which voting rights are attached,
2.financial instruments which are not included in no. 1 but which are referenced to shares referred to in no. 1 and with economic effect similar to that of the financial instruments referred to in no. 1, whether or not they confer a right to a physical settlement.
(2) The following shall be considered to be financial instruments under subsection (1):
1.transferable securities,
2.options,
3.futures,
4.swaps,
5.forward rate agreements,
6.contracts for differences, and
7.any other contracts or agreements with similar economic effects which may be settled physically or in cash.
(3) The number of voting rights shall be calculated by reference to the full notional amount of shares underlying the financial instrument. If the financial instrument provides exclusively for a cash settlement, the number of voting rights shall be calculated on a delta-adjusted basis, by multiplying the notional amount of underlying shares by the delta of the instrument. All financial instruments relating to the same underlying issuer shall be aggregated and notified. Only long positions shall be taken into account for the calculation of voting rights. Long positions shall not be netted with short positions relating to the same underlying issuer.
(4) If a holder, acquirer or vendor has given notification under subsection (1), notification shall be given anew if that person has acquired the underlying shares, and such notification causes the total number of voting rights to reach or exceed the thresholds stated in section 4-2 subsection (1).
(5) The ministry may by regulations lay down further rules on disclosure pursuant to this section, including on calculation under subsection (3).

Section 4-4.Disclosure as a result of other circumstances

(1) The obligation to give notification under section 4-2 subsection (1) applies equally to voting rights owned by a natural person or legal entity that is subject to a disclosure requirement in the following cases:
1.voting rights held by a third party with whom the said person or entity has concluded an agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a long-term common strategy,
2.temporary transfer for consideration of voting rights to the said person or entity,
3.voting rights attaching to shares which are lodged as collateral with the said person or entity, provided the said person or entity controls the voting rights and declares its intention of exercising them,
4.voting rights attaching to shares in which the said person or entity has the life interest,
5.voting rights attaching to shares which the said person or entity receives as depositary, and where the said person or entity can in the absence of instructions exercise the voting rights at his own discretion,
6.voting rights held by a third party in its own name on behalf of the said person or entity,
7.issuance or withdrawal of proxies without instructions to the said person or entity.

Holdings of shares shall be calculated both upon entry into and termination of agreements, including upon issuance and withdrawal of proxies.

(2) The obligation to give notification under section 4-2 subsections (1) and (2), and section 4-3 subsection (1), also applies to any natural person or legal entity entitled to acquire, dispose of or exercise voting rights that are held or are exercisable pursuant to subsection (1) no. 4, by a controlled undertaking.
(3) ‘Controlled undertaking’ under subsection (2) means any undertaking in which a natural person or legal entity
1.has a majority of the voting rights,
2.has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in, or member of, the undertaking in question,
3.is a shareholder or member and alone controls a majority of the shareholders’ or members’ voting rights pursuant to an agreement entered into with other shareholders or members of the undertaking in question, or
4.has the power to exercise, or actually exercises, dominant influence or control.

The right to appoint or remove a majority of the members of bodies referred to in no. 2 includes rights held by any other undertaking controlled by the shareholder and those of any natural person or legal entity acting, albeit in his or its own name, on behalf of the shareholder or of any other undertaking controlled by the shareholder,

(4) The obligation to notify pursuant to section 4-2 subsection (1) also applies to any natural person or legal entity who directly or indirectly holds shares on behalf of others in his or its own name.
(5) The provisions of section 4-2 subsections (1) and (2) apply equally to changes resulting from corporate actions.
(6) The ministry may by regulations lay down further rules on disclosure resulting from other circumstances, including consolidation. Exemptions may be made from the rules of this section by regulations.

Section 4-5.Exemptions from the disclosure obligation

(1) The obligation to give notification under sections 4-2 and 4-3 does not apply to
1.acquisitions undertaken solely for clearing and settlement purposes within a period of two trading days after execution of the trade,
2.a market maker’s acquisition or disposal of a major holding reaching or crossing the 5% threshold by a market maker acting in its capacity of market maker, provided that the market maker neither intervenes in the management of the issuer nor exerts influence on the issuer to buy such shares or back the share price.
(2) Shares or exposures referred to in section 4-3 subsection (1) that are held in the trading book of an investment firm or credit institution shall not count towards the institution’s holding provided the latter ensures that the voting rights are not exercised nor otherwise used to intervene in the management of the issuer, and neither the shares or nor the exposure exceed the 5% threshold.
(3) A market maker who trades in shares or rights attaching to the shares of an issuer with Norway as the home state shall without undue delay notify Finanstilsynet if it intends to utilise the exemption provided for in subsection (1) no. 2. The market maker shall indicate the issuers this involves. Corresponding notification shall be given upon cessation of the market making activity.
(4) The ministry may by regulations lay down rules on exemption from the disclosure obligation of sections 4-2 and 4-3.

Section 4-6.Aggregation

(1) The obligation to give notification under sections 4-2 to 4-4 applies equally where the number of voting rights that directly or indirectly are held by a natural person or legal entity pursuant to section 4-4 or 4-4, together with the number of voting rights attached to financial instruments directly or indirectly held under section 4-3, exceeds or falls below the thresholds set out in section 4-2 subsection (2).
(2) The ministry may by regulations lay down further rules on aggregation.

Section 4-7.Deadline for notification

(1) Notification pursuant to this chapter shall be given immediately, and no later than by the opening of the regulated market on the second trading day after the agreement on acquisition or disposal was entered into, or after the person subject to the disclosure obligation became or should have become aware of the acquisition, disposal or other circumstance which triggered the disclosure obligation.
(2) The ministry may by regulations lay down rules on notification, and may derogate from the provision of subsection (1).

Section 4-8.Requirements on notification

(1) The ministry may by regulations lay down rules as to requirements on notification under sections 4-2 to 4-7.
(2) Finanstilsynet, or whomever Finanstilsynet designates, shall publish notifications under sections 4-2 to 4-7 in accordance with the rules of section 5-12.
(3) Notification under this chapter may be given in Norwegian or English.