Act on Securities Trading (Securities Trading Act)

Part 2. General provisions

Chapter 7. Prospectus requirements in connection with public offerings and admission to trading

I. EEA prospectuses

Section 7-1.Prospectus Regulation
(1) The EEA Agreement Annex IX No. 29bd (Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the Prospectus Regulation) as amended by Regulation (EU) 2019/2115 as regards the promotion of the use of SME growth markets and Regulation 2021/337 as regards the EU Recovery prospectus) applies as law with such modifications as follow from Annex IX, Protocol 1 to the Agreement and the Agreement in general.
(2) Where in this Act reference is made to the Prospectus Regulation, it shall at all times be taken to mean the Regulation as implemented or amended pursuant to subsection (1) or subsection (3).
(3) The ministry may make regulations to supplement this section and may by regulations make amendments to, and exceptions from, the provisions implemented in subsection (1) to implement Norway’s obligations under the EEA Agreement.
Section 7-2.Application to equity certificates

Equity certificates are deemed to be securities as defined in Article 2(a) of the Prospectus Regulation. The provisions of the Prospectus Regulation on shares and section 7-4 subsection (1) apply with equal effect to equity certificates insofar as appropriate.

Section 7-3.Threshold amount for the obligation to prepare an EEA prospectus

Offers to the public for subscription or purchase of shares are exempt from the obligation to prepare an EEA prospectus under Article 3(1) of the Prospectus Regulation provided that the total consideration of each such offer in the EEA is less than EUR 8 million calculated over a period of 12 months.

Section 7-4.Responsibility attaching to an EEA prospectus
(1) Where an offer for subscription or purchase of shares is made by the company that has issued the shares, the company’s board of directors or equivalent governing body shall be responsible for ensuring that the prospectus meets relevant information requirements. The same applies to admission to trading on a regulated market.
(2) In cases other than under subsection (1), responsibility for ensuring that the EEA prospectus meets the information requirements shall attach at least to the offeror, the person requesting admission to trading, or the guarantor, as the case may be.