Amendments to EUs Transparency Directive are implemented in Norway
Published: 31 August 2022
As of 1 September 2022 Directive 2013/50/EU which amends Directive 2004/109/EF (Transparency Directive) enters into force under Norwegian law. The amendments relate to provisions which regulate notifications of major shareholdings in shares listed on a regulated market (Oslo Børs and Euronext Expand).
According to the amended regulations, lending, borrowing, return and receival of lent shares are to be notified as acquisition and sale of shares.
Further, there are adopted new regulations on notification of holdings of listed shares through derivatives. The regulations are similar to Article 13 (1) of the Transparency Directive. Under these rules, firstly holdings through derivatives which on maturity give the holder either the unconditional right to acquire or the discretion as to his right to acquire shares which are issued, are subject to the obligation to notify the market. Secondly, also derivatives which do not give the right to acquire shares are included, provided that they are referenced to listed shares which are issued, and have an economic effect similar to that of financial instruments which give the right to acquire shares, whether or not they confer a right to a physical settlement.
This means that subscription rights and convertible bonds which solely give the right to subscribe for new shares and convert to new shares, are not subject to the notification obligation. Further, forward agreements are no longer to be notified under the provision covering shares, but under the provision for derivatives.
Any acquisition through derivatives, which has been notified, shall be notified again if the underlying shares are acquired and this acquisition leads to that a notification threshold is reached or crossed.
As regards the deadline to notify the market, the requirement will as a starting point still be that the market shall be notified "immediately" after the respective notification threshold is reached or crossed. Based on an evaluation of concrete circumstances from case to case, in particular questions on consolidation through different time zones, the notification may take place at a later stage. However, the transaction shall in any event be notified before the regulated markets opens the second day after the trade date.
There are no amendments in the rules on notification thresholds. Further, the notification still shall be sent to Oslo Stock Exchange.
Transitional Rules were adopted in Regulation of 27 June 2022 nr. 1205. Under these regulations, transactions carried out after 1 September 2022 are to be notified according to the new rules, while transactions carried out before 1 September 2022 shall be notified pursuant to the former rules. This means that derivatives which becomes subject to notification under the new rules, only are to be notified when transactions related to the derivative takes place after 1 September 2022.
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