Approval of prospectuses – transferable securities

Approval of prospectuses in 2022

Two types of prospectuses are approved. The first type is EEA prospectuses in the case of public offers for subscription or purchase of transferable securities worth at least EUR 8 million, calculated over a period of twelve months, that are directed at 150 or more persons in the Norwegian securities market. The second type is prospectuses prepared in connection with listing of transferable securities on a Norwegian regulated market.

In 2022, the capital market was affected by the war in Ukraine, the European energy crisis, rising inflation, increasing interest rates and a decline in global stock markets. As in 2021, the market was also characterised by uncertainty related to the Covid-19 pandemic and disruptions in global supply chains. There are still a large number of prospectuses for new listings on regulated markets, both with and without a public offering, and prospectuses containing complex financial information and pro forma financial information. For the year as a whole, the number of prospectuses for approval was slightly lower than in previous years. In 2022, market conditions made the approval processes less predictable. A higher number of prospectus processes than normal were postponed or interrupted on the issuer's initiative due to uncertainty surrounding the underlying transactions.

As in 2021, Finanstilsynet received a large number of enquiries related to prospectuses in 2022. In 2021, Finanstilsynet found that a significant proportion of the enquiries were incomplete or characterised by insufficient knowledge of the regulations or inadequate preparations, and there were more omissions than in the past in financial information in the prospectuses. In January 2022, Finanstilsynet published the report Control of prospectuses in 2021, which summarises Finanstilsynet's experience and provides guidance on the improvement measures we expect issuers and advisers to implement. In Finanstilsynet’s experience, major improvements were made in 2022. 

Prospectuses approved by Finanstilsynet 2018–2022

Source: Finanstilsynet

In 2022, Finanstilsynet approved 58 share prospectuses, which was a certain increase from 2021. Finanstilsynet terminated 17 approval processes in 2022 (compared with 13 in 2021) after capital raising and/or admission to trading were discontinued.

 
In 2022, Finanstilsynet started a review of 29 prospectuses related to initial admission to trading of shares on Oslo Børs or Euronext Expand (compared with 19 in 2021). 19 of these prospectuses (compared with 15 in 2021) were approved and used for admission to trading. Finanstilsynet approved 48 prospectuses for listed companies and first-time listings, as well as ten prospectuses for share issues by unlisted companies. The number of bond prospectuses in 2022 was somewhat lower than in 2021, down from 52 to 47.