Approval of prospectuses – transferable securities
Last published: 12 March 2025
Finanstilsynet controls and approves EEA prospectuses concerning public offerings of transferable securities targeting the Norwegian market and the listing of transferable securities on Norwegian regulated markets. In 2024, Finanstilsynet approved a total of 108 prospectuses, compared with 91 in 2023.
Prospectuses approved by Finanstilsynet 2020–2024
A prospectus shall provide relevant information about the company in connection with public offerings or listing on regulated markets.
|
|
2020 |
2021 |
2022 |
2023 |
2024 |
|---|---|---|---|---|---|
|
Shares |
50 |
55 |
58 |
40 (35) |
41 (33) |
|
Bonds |
71 |
52 |
47 |
51 |
67 |
|
Total |
121 |
107 |
105 |
91 |
108 |
Source: Finanstilsynet
Approval of prospectuses in 2024
Just like in 2023, the capital market was affected by the macroeconomic situation, high interest rates and uncertainty in 2024. There was a low level of activity, and few prospectuses were submitted for approval at the beginning of the year, though activity picked up towards the summer and into the autumn. Finanstilsynet approved a total of 108 prospectuses in 2024, which is somewhat higher than in 2023. The number of share prospectuses for listed companies was approximately the same as in 2023, while the number of bond prospectuses increased. In 2024, Finanstilsynet started to review 12 prospectuses for initial admission to trading of shares, compared with 13 in 2023. Ten of these prospectuses, compared with six in 2023, were used for admission to trading of shares on Oslo Børs or Euronext Expand. The other processes were disrupted. Finanstilsynet terminated a total of seven approval processes in 2024 (compared with 18 in 2023) after capital raising and/or admission to trading were discontinued.
Finanstilsynet did not impose any fees for violation of the prospectus regulations in 2024.
Regulatory development
In autumn 2023, the EU adopted a regulation on green bonds and other sustainability-linked bonds (EuGB). The regulation establishes an EU-wide standard for bonds issued as European Green Bonds. It applies to all issuers of such bonds, both in and outside the financial sector. The regulation entered into force in the EU in December 2024. It has not yet been incorporated into the EEA Agreement and does not yet apply in Norway.
In October 2024, the ‘Listing Act’ legislative package was adopted in the EU, aiming to make the EU securities market more attractive and facilitate access to capital for small and medium-sized enterprises. The Listing Act aims to help alleviate the administrative burdens for enterprises and improve access to market-based sources of financing, while preserving an appropriate level of investor protection and market integrity. The regulation primarily targets small and medium-sized enterprises, but many of the rules will be applicable to all issuers/enterprises. The Listing Act entails significant changes to several regulations in the securities area, including the Prospectus Regulation. On commission from the Ministry of Finance, Finanstilsynet has prepared draft rules and a consultation document concerning the implementation of changes to the Prospectus Regulation etc.