From 1 April 2025, the supervision of the obligation to disclose inside information and the regime for delayed disclosure of inside information, the supervision of share buy-backs and stabilisation measures, as well as the role as takeover supervisory authority, will be transferred from the Oslo Stock Exchange (the OSE) to the Financial Supervisory Authority of Norway (the NFSA). This transfer entails important changes for issuers of listed shares and bonds on Euronext Oslo Børs, Euronext Expand and Euronext Growth Oslo.
Key changes as a result of the transfer of supervisory responsibilities
No notification obligation when resolving to delay disclosure of inside information
Issuers will no longer be required to notify the OSE when a decision is made to delay disclosure of inside information. This notification obligation was never statutory and has only been set out in the Oslo Stock Exchange’s own rules. With the transfer of supervisory authority to the NFSA, this requirement will not be continued. As of 1 April 2025, issuers should therefore no longer submit such notifications when resolving to delay disclosure – neither to the OSE nor to the NFSA.
Written notification following disclosure of delayed inside information
The rules on disclosure and delayed disclosure of inside information are set out in the Market Abuse Regulation (MAR). When an issuer discloses information that has been subject to delayed disclosure, it must notify the competent authority in writing. As of 1 April 2025, this notification must be sent to the NFSA using the Altinn form KRT-1801, and not via the NewsPoint platform used since the implementation of MAR into Norwegian law in March 2021.
For Norwegian issuers, the notification can only be submitted by someone with authority to represent the issuer in Altinn. Issuers must ensure that the person responsible has the necessary access rights. For foreign issuers, the notification shall be submitted through the personal Altinn user account of the sender, similar to how KRT-1500 is submitted by primary insiders and their close associates today, without verification of the sender's right to represent the foreign issuer.
Notifications must be submitted to the NFSA immediately after disclosure of the inside information that was subject to delayed disclosure. The NFSA may also request a written explanation of the issuer’s assessment and justification for the delay. Thus, the change does not reduce the need for issuers to document internal assessments of inside information and decisions to delay disclosure of inside information.
Takeover supervisory authority
The Norwegian Securities Trading Act stipulates rules on mandatory and voluntary offers for shares in companies listed on a regulated market, i.e., Euronext Oslo Oslo Børs and Euronext Expand. As of 1 April 2025, notifications regarding the triggering of a mandatory offer obligation or the intention to make a voluntary offer must be sent to the NFSA. The NFSA will publish the notification. The NFSA will also handle applications for exemptions from the mandatory offer rules. It will also decide who will issue a statement on behalf of the target company following a takeover bid.
Share buy-backs and stabilisation
MAR contains rules allowing issuers to benefit from a “safe harbour” when conducting share buy-backs, without the risk of being accused of market abuse. One of the conditions is that issuers must report each transaction under the buy-back program to its competent authority. Stabilisation transactions must also be reported to the competent authority. As of 1 April 2025, the NFSA will take over as the competent authority, including supervising issuers’ compliance with buy-back and stabilisation rules. However, the practical reporting process remains unchanged. Issuers will still fulfil their reporting obligations by publishing stock exchange notices via NewsWeb. Templates and guidance for such disclosures will be published on the NFSA's website.
Equal treatment of shareholders and bondholders
The current requirements for equal treatment of shareholders and bondholders in the OSE rulebook will be removed. However, the principle of equal treatment will continue to apply under applicable law. The purpose of the change is to clarify that OSE will no longer supervise compliance with this principle and that disputes will be resolved by the courts, as is the case in most of Europe.
The Exchange Appeals Board replaced by The Norwegian Financial Services Complaints Board
The Exchange Appeals Board (Nw. Børsklagenemnden) was established to handle appeals where OSE performed regulatory functions. With the transfer of the supervisory responsibility to the NFSA, the board will be replaced by the Norwegian Financial Services Complaints Board (Nw. Finansklagenemnda). Ongoing appeal cases submitted before 1 April 2025 will be completed by the Exchange Appeals Board.
Continued information reporting to Euronext Oslo Stock Exchange
Use of NewsPoint
Following the transfer of supervisory authority, issuers must continue to use NewsPoint where required under the OSE rulebook (as updated per 1 April 2025), except for the notification of delayed disclosure, which shall be filed with the NFSA via Altinn. For example, NewsPoint will still be used for publishing financial calendars, disclosure of information documents on Euronext Growth Oslo, registration of primary insiders and their close associates, and for providing information to the OSE in connection with the issuance of new shares. Issuers may also continue to use NewsPoint for general stock exchange announcements.
Notification obligation for highly price-sensitive information
The rule requiring issuers to notify the OSE prior to disclosing particularly price-sensitive information will continue. Issuers must therefore still contact the Market Surveillance Department ahead of such disclosures, and the exchange will assess whether trading in the shares should be temporarily suspended.
Disclosure of large shareholdings ("flagging")
There are no changes to the handling of disclosure of large shareholdings. Euronext Oslo Stock Exchange, together with the issuer, will remain the recipient of disclosure of large shareholdings notifications concerning issuers with Norway as their home state and that are listed on Euronext Oslo Stock Exchange or Euronext Expand.
