Act on Securities Trading (Securities Trading Act)

Part 4. Regulated markets

Chapter 11. Application and conditions for authorisation as a regulated market

I. Authorisation, application and withdrawal

Section 11-1.Authorisation to operate a regulated market and ongoing conformity with conditions
(1) A regulated market may only be operated by a market operator authorised to do so by the ministry.
(2) Authorisation pursuant to subsection (1) shall only be granted where the ministry deems that the conditions in chapters 11 and 12 and supplementary regulations are met.
(3) The market operator is responsible for ensuring that the regulated market and the market operator itself organises its business in such a way that it conforms at all times with this Act and with the terms and conditions of the authorisation, and shall inform the ministry of any material changes in the assumptions underlying the authorisation. The market operator shall be entitled to exercise rights on behalf of the regulated market under this Act.
(4) Undertakings not authorised as market operator of a regulated market under this Act shall not use the designation ‘regulated market’ 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.
(5) The ministry may by regulations prescribe which provisions under the Act shall apply to both the market operator and the regulated market where these are two different legal entities.
(6) The ministry may make regulations to supplement this section.
Section 11-2.Application for authorisation
(1) The market operator shall in its application for authorisation submit all information needed by the ministry to ensure that the statutory requirements applicable to regulated markets and market operators are met, including a programme of operations in which it provides, inter alia, information on the nature of the business and the organisation thereof. Draft rules and terms of business shall be appended to the application. The ministry may request further information.
(2) The decision regarding authorisation shall be communicated to the applicant as soon as possible and at the latest six months after the application was received. If the application does not contain information necessary to decide whether authorisation should be granted, the time limit runs from the date on which such information was received.
(3) The ministry may make regulations to supplement this section.
Section 11-3.Modification and withdrawal of authorisation
(1) The ministry may entirely or in part modify, set new conditions for or withdraw the authorisation of a market operator if:
1.the market operator fails to use the authorisation within twelve months of issue, expressly renounces the authorisation or has ceased to operate the regulated market more than six months previously,
2.the market operator has obtained the authorisation by using incorrect information or by other irregular means,
3.the market operator no longer meets the conditions under which the authorisation was granted, including the requirement for own funds,
4.the market operator has seriously or systematically infringed provisions laid down in or pursuant to law, thus giving reason to fear that continuation of the activity may harm regulated market participants, confidence in the securities market or the institutions operating in the market, or
5.the market operator fails to comply with an order under section 19-7 or the Financial Supervision Act, section 4-1.
(2) The ministry may make regulations to supplement this section.
Section 11-4.Merger and demerger of regulated market etc.
(1) Any resolution regarding merger or demerger of market operators shall be communicated to the ministry at least three months prior to implementation of the resolution. The same applies upon the disposal of a material part of a business which is subject to authorisation requirements. In case of doubt the ministry shall determine whether the disposal involves a material part of the business which is subject to authorisation requirements. The ministry may, no later than three months from receipt of such notification, refuse the merger, demerger or disposal, set conditions for implementation of the transaction or amend the authorisation.
(2) The ministry may make regulations to supplement this section.
Section 11-5.Activities abroad
(1) The market operator of a Norwegian regulated market intending to engage in activities abroad through a subsidiary or branch shall have authorisation from the ministry.
(2) The ministry may make regulations to supplement this section.

II. Conditions for authorisation

Section 11-6.Form of organisation
(1) The market operator of a regulated market shall be organised as a public limited company.
(2) The ministry may make exceptions from the requirement as to the form of organisation and make regulations to supplement this section.
Section 11-7.Requirements as to the management of the market operator
(1) The market operator shall have a board of directors with at least five members. The general manager may not be a member of the board.
(2) Board members, the general manager and others participating in the actual management of the market operator shall have sufficient qualifications and experience, be of good repute and otherwise not have displayed improper conduct giving reason to presume that the position or office will not be discharged in a satisfactory manner. Persons as mentioned in the first sentence shall submit an ordinary criminal record certificate pursuant to section 40 of the Police Records Act.
(3) The provisions of section 9-10 subsection (2) to (9) apply equally to market operators.
(4) The ministry may make regulations to supplement this section.
Section 11-8.Duties and responsibilities of the board of directors
(1) The board of directors has overarching responsibility for the management of the market operator and shall supervise the activities of the undertaking. The board of directors shall ensure that the undertaking is organised and managed in an effective and prudent manner, including in a manner which ensures the segregation of the various parts of the business and the prevention of conflicts of interest, and which promotes the integrity of the market.
(2) The board of directors shall monitor and periodically assess the effectiveness of the market operator's governance arrangements and take appropriate steps to address any deficiencies.
(3) The board members shall have adequate access to information and documents they need to oversee and monitor the decision-making of the market operator's senior management.
(4) The ministry may make regulations to supplement this section.
Section 11-9.Nomination committee

The ministry may by regulations make rules requiring market operators to establish a nomination committee.

Section 11-10.Owner due diligence for regulated markets which are not stock exchanges
(1) Anyone with a qualifying holding in the market operator of a regulated market which is not a stock exchange, or in the regulated market itself, shall be fit to ensure the sound and prudent management of the undertaking.
(2) ‘Qualifying holding’ means any direct or indirect holding representing at least 10 per cent of the share capital or the voting rights of the market operator of a regulated market which is not a stock exchange, or of the regulated market itself, or which otherwise makes it possible to exercise substantial influence over the management of the undertaking or the regulated market itself. Acquisition of the right to become a shareholder is deemed equivalent to the holding of shares under the first sentence where this is to be considered a beneficial shareholding.
(3) Any acquisition resulting in the acquirer having a qualifying holding may only take place after Finanstilsynet has been notified thereof in advance by the acquirer. The same applies to any acquisition whereby a holding directly or indirectly exceed 20, 30 or 50 per cent of the share capital or the votes. Subsection (2) second sentence applies.
(4) Shares held or acquired by a shareholder's related party as defined in section 2-5 shall be deemed equivalent to the shareholder's own shares for purposes of subsections (1) to (3). In case of doubt, the ministry shall determine whether shares not held by the shareholder shall be deemed equivalent to the shareholder’s own shares.
(5) Notification of an acquisition pursuant to subsection (3) shall include any information necessary to conduct owner due diligence pursuant to this section. Anyone acquiring a qualifying holding shall submit an ordinary criminal record certificate pursuant to section 40 of the Police Records Act, if so requested by Finanstilsynet. The market operator shall make information available to the public on its owners and on the owners of the regulated market and their holdings.
(6) Finanstilsynet shall within three months of receipt of a complete notification as mentioned in subsection (2) and (3) refuse such acquisition if the shareholder concerned is not deemed fit to ensure the sound and prudent management of the undertaking.
(7) In the event of a disposal causing the size of the holding to fall below the thresholds mentioned in subsections (2) and (3), the divestor shall notify Finanstilsynet accordingly.
(8) The ministry may by regulations lay down rules to supplement this section.
Section 11-11.Internal controls
(1) The board of directors of the market operator shall adopt internal control policies and shall ensure that internal controls are established, implemented and documented in a proper manner in accordance with the board of directors' policies and instructions.
(2) The general manager shall ensure that internal controls are established and implemented in accordance with law and regulations and the board of directors' policies and instructions.
(3) The ministry may make regulations to supplement this section.
Section 11-12.Auditor

Finanstilsynet may make further rules regarding the duties of the auditor of a market operator.

Section 11-13.Obligation of confidentiality for market operators and their employees etc.
(1) Employees, elected officers and persons with decisive influence over a market operator shall treat as confidential any information about the affairs of others which may come to their knowledge in the course of their work, except as otherwise prescribed by law or regulations made pursuant to law.
(2) Subsection (1) applies equally to anyone who performs work for the market operator, even if the person concerned is not employed by the firm.
(3) The ministry may make regulations to supplement this section.
Section 11-14.Disqualification
(1) Elected officers and employees of a market operator shall not participate in the consideration of or decision in matters of such particular significance to them or any related party that the person concerned must be deemed to have a prominent personal or financial interest in the matter. Nor may such persons participate in the consideration of or decision in matters of significant financial interest to any company, association or other public or private institution with which such persons are associated.
(2) The ministry may by regulations restrict the scope of employees and elected officers to hold directorships or additional position in companies whose financial instruments are admitted to trading on the regulated market concerned. The ministry may set corresponding restrictions for employees and elected officers of undertakings belonging to the same group as the regulated market. The ministry may make regulations to supplement this section.
Section 11-15.Right to hold financial instruments etc.
(1) A market operator may not hold financial instruments admitted to trading on a regulated market which it operates, or hold rights attached thereto, with the exception of bonds issued by an EEA state.
(2) Employees of the market operator may only acquire or divest financial instruments to the extent permitted under regulations laid down by the ministry. The ministry may by regulations set restrictions on elected officers’ scope to undertake such transactions, and may adopt regulations requiring employees and elected officers to notify their own trades and trades carried out by related parties to the regulated market or Finanstilsynet. The provision of the second sentence applies equally to employees and elected officers of undertakings belonging to the same group as the regulated market.
(3) The ministry may make regulations to supplement this section.
Section 11-16.Own funds requirement
(1) A market operator shall at all times have own funds appropriate to the risk inherent in and the volume of the activities carried on by the undertaking.
(2) In assessing the risk of the undertaking, account shall be taken of, inter alia, business risk, contractual risk, operational risk and any other specific risk to which the activities of the undertaking are exposed.
(3) The ministry may make further provision on what shall be regarded as the own funds of an undertaking, as well as on the minimum requirement for own funds.
Section 11-17.Liquidity requirement
(1) A market operator shall have a holding of liquid funds, or have access to such funds, which is adequate in relation to the activities and the situation of the undertaking.
(2) The ministry may make regulations to supplement this section.
Section 11-18.Organisational requirements
(1) A regulated market shall adopt internal rules and take necessary measures to at all times ensure:
1.identification and management of conflicts of interest between the regulated market, its owners or the market operator on the one hand, and the roles and functions of the market on the other hand,
2.identification and management of material risks to which the business is exposed, including management of risks related to ICT systems in accordance with Regulation (EU) 2022/2554, chapter II, cf. the Act on Digital Operational Resilience in the Financial Sector section 1,
3.transparent and non-discretionary trading rules and procedures that ensure fair and orderly trading, including the establishment of objective criteria for efficient execution of orders,
4.facilitation of efficient and timely finalisation of transactions in the system.
(2) The market operator may not execute client orders against proprietary capital or by matched principal trading, see section 9-27 subsection (5), on a regulated market which it operates.
(3) The ministry may make regulations to supplement this section.
Section 11-19.Resilient systems and circuit breakers on regulated markets
(1) A regulated market shall have effective systems, procedures and arrangements for operational resilience in accordance with Regulation (EU) 2022/2554, chapter II, cf. the Act on Digital Operational Resilience for the Financial Sector section 1, which at all times ensure that the trading system:
1.is resilient and has sufficient capacity to deal with peak order and message volumes,
2.ensure orderly trading under conditions of severe market stress,
3.is fully tested.
(2) A regulated market shall have contingency plans and systems in accordance with Regulation (EU) 2022/2554, Article 11, cf. the Act on Digital Operational Resilience for the Financial Sector section 1, ensuring continuous operation in the event of failure of the trading system.
(3) A regulated market shall have effective systems and procedures and take necessary steps to reject orders that exceed pre-determined volume and price thresholds, or that are clearly erroneous.
(4) A regulated market may temporarily halt or constrain trading for a short period if there is a significant price movement in a financial instrument on that regulated market or another related market. The regulated market may in exceptional cases cancel, vary or correct any transaction.
(5) A regulated market's parameters for halting trading shall be appropriate and take into account the liquidity of different asset classes and sub-classes, the nature of the market model and the types of market participants. The parameters shall be set such as to avoid significant trading disruptions.
(6) A regulated market shall report the parameters for halting trading and any material changes to those parameters to Finanstilsynet. A regulated market which is considered material in terms of liquidity in a financial instrument shall notify any halt of trading in the financial instrument to Finanstilsynet. The regulated market shall have appropriate systems and procedures in place for such notification.
(7) The ministry may make regulations to supplement this section.
Section 11-20.Agreements with market makers
(1) A regulated market shall have written agreements with all investment firms acting as market makers.
(2) A regulated market shall have arrangements to ensure that a sufficient number of investment firms conclude agreements with the regulated market on posting firm quotes in order that the market be provided with liquidity on a regular and predictable basis, where such a requirement is appropriate to the nature and scale of the trading on that regulated market.
(3) The agreements referred to in subsection (1) shall specify the obligations of the market maker in relation to the provision of liquidity and any other obligations imposed on the market maker through participation in the arrangement referred to in subsection (2). The agreements shall also specify any incentives in the form of rebates or otherwise offered to the investment firm to provide liquidity on a regular and predictable basis and, where applicable, any other rights offered upon participation in the arrangement as mentioned in subsection (2).
(4) The regulated market shall monitor and enforce compliance by the market makers with the agreements. The regulated market shall notify Finanstilsynet about the content of the agreements and shall, upon request, make available all necessary information.
(5) The ministry may make regulations to supplement this section.
Section 11-21.Algorithmic trading
(1) A regulated market shall have effective systems and procedures and take necessary measures to prevent algorithmic trading systems from creating or contributing to disorderly market conditions, and to manage such market conditions should they nonetheless arise.
(2) A regulated market shall have systems to be able to slow down the flow of orders if there is a risk of system capacity being exceeded, including systems to limit the ratio of unexecuted orders to transactions that may be entered into the system by a member.
(3) A regulated market shall have systems to enforce requirements as to minimum tick size that may be executed on the market; see section 11-24.
(4) A regulated market shall require members to carry out appropriate testing of their algorithms and shall make test environments available for such testing in accordance with the requirements of Regulation (EU) 2022/2554, chapters II and IV, cf. the Act on Digital Operational Resilience for the Financial Sector section 1.
(5) A regulated market shall be able to identify, by means of flagging from members, orders generated by algorithmic trading, the different algorithms used for the creation of orders, and the persons initiating those orders.
(6) The ministry may make regulations to supplement this section.
Section 11-22.Direct electronic access
(1) The following shall apply to a regulated market that permits direct electronic access:
1.The regulated market shall have effective systems and procedures and take necessary measures to ensure that only members authorised as investment firms under Directive 2014/65/EU or as credit institutions under Directive 2013/36/EU, provide such access. Corresponding systems, procedures and measures are required to ensure that the members have set appropriate criteria for the suitability of users of such access, and that the members are responsible for orders and trades executed using that service in accordance with this Act; see section 9-24.
2.The regulated market shall have appropriate rules on risk control and thresholds on trading through direct electronic access, and shall be able to distinguish, and if necessary stop, orders and trades executed through such access without stopping other orders from the same member.
3.The regulated market shall have arrangements to suspend or terminate direct electronic access provided by a member if the requirements of this section are not complied with.
(2) The ministry may make regulations to supplement this section.
Section 11-23.Co-location services and fee structure
(1) A regulated market shall have transparent, fair and non-discriminatory rules on co-location services.
(2) A regulated market shall have a fee structure, including for execution of orders and for rebates, which is transparent, fair and non-discriminatory. The fee structure shall not create incentives to place, modify or cancel orders or to execute transactions in a way which contributes to disorderly market conditions or market abuse.
(3) A regulated market shall impose market making obligations in individual shares or a basket of shares in exchange for any rebates that are granted.
(4) Fees may be calibrated to each financial instrument. Fees for cancelled orders may be adjusted according to the length of time for which the order is maintained before cancellation. Higher fees may be imposed for an order that is subsequently cancelled, and for members that cancel a large portion of the orders they enter, and for members using high-frequency algorithms insofar as such higher fees reflect the additional burden of such trading on system capacity.
(5) The ministry may make regulations to supplement this section.
Section 11-24.Minimum tick size
(1) A regulated market shall have rules on minimum tick size for shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments.
(2) The rules of subsection (1) shall:
1.reflect the liquidity profile of the financial instruments concerned in different markets and average bid-ask spreads,
2.take into account the need for stable prices without constraining further narrowing of the bid-ask spread,
3.adapt the minimum tick size for each financial instrument appropriately.
(3) The ministry may make regulations to supplement this section.
Section 11-25.Synchronisation
(1) A regulated market and its members shall synchronise clocks used to record the date and time of events on a regulated market that are subject to a reporting obligation.
(2) The ministry may make regulations to supplement this section.
Section 11-26.Transaction reporting on behalf of investment firms
(1) A regulated market reporting transactions pursuant to Article 26 of the Markets in Financial Instruments Regulation on behalf of investment firms shall have reliable security systems which guarantee security and authentication of the means of information transfer, reduce the risk of data corruption and unlawful access, and prevent information leakage and ensure the confidentiality of the data at all times. A regulated market shall maintain adequate resources and have back-up systems in place in order to offer and maintain its services at all times.
(2) The ministry may make regulations to supplement this section.

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)

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.