Administrative fines, suspension and halt to trading

Deadlines

The deadlines for publishing periodic financial reports are absolute, and Finanstilsynet is not empowered to grant exemptions. Pursuant to the Securities Trading Act section 5-5 subsection (1), the annual financial report in ESEF format shall be made public no later than four months after the end of each financial year. The half-yearly financial report shall be made public as soon as possible and no later than two months after the end of the accounting period, cf. the Securities Trading Act section 5-5 subsection (1).

The deadline is no later than the last day of the relevant month at 00:00 hrs.

If the last day of the month is a Saturday, the deadline is also 00:00 hrs on the Saturday in question.

If the deadline falls on a Sunday or a Norwegian public holiday, the deadline will be extended to 00:00 hrs on the following day. For example, the deadline for publication of the annual financial report will be no later than at the end of 2 May (00:00 hrs) if 30 April is a Sunday. 

Administrative fines

According to the Securities Trading Act Section 21-3 subsection (2), Finanstilsynet may impose an administrative fine on undertakings:

‘...where the undertaking’s financial reporting or reporting of payments to governments is not in conformity with law or regulations’

The conditions for imposing an administrative fine on undertakings are laid down in the Public Administration Act section 46, first subsection, cf. the Securities Trading Act section 21-9 subsection (2). In these cases, a fine may be imposed even if no individual person is at fault. This means that a fine may be imposed if a person acting on behalf of the undertaking commits a breach by negligence. The requirement of subjective guilt can also be met through anonymous or cumulative errors. 

Calculation of administrative fines

The Securities Trading Act section 21-14 and the Public Administration Act section 46 second subsection list the factors to be taken into account when deciding whether administrative sanctions shall be imposed and making an individual assessment of the sanction.

For example, Finanstilsynet may have regard to the gravity and duration of the breach, the degree of fault, the offender’s financial strength and whether the undertaking could have prevented the offence through guidelines, instructions, training, controls or other measures.

For issuers of shares and equity certificates, the amount of the administrative fine will generally be linked to the undertaking's market capitalisation on 1 January in the year in which the report is to be published. 

For issuers of bonds and other debt instruments, the amount of the fine will in principle / usually be linked to the nominal value of the listed instruments as at 1 January of the year in which the report is to be published.  

The fine is calculated on a discretionary basis based on the above-mentioned factors.

Suspension and halt to trading in listed securities due to failure to file periodic financial reports

Finanstilsynet may suspend financial instruments from trading and at the same time halt trading on alternative marketplaces due to failure to provide periodic financial reporting.

Suspension will in principle be imposed two months after the deadline for publication of the annual financial report and one month after the deadline for publication of half-yearly financial reports. This applies both to listed shares / equity capital instruments and fixed-income instruments. If reports remain unpublished, the suspension may be followed up by delisting.

According to the Securities Trading Act section 12-3 subsection (5), Finanstilsynet may decide that the market operator shall suspend or remove a financial instrument from trading if it no longer complies with the conditions for admission to trading.