Requirements for the content of an application for exemption from the mandatory offer obligation in connection with transfers within a consolidated group

About the application

The application must include the following:

• Full name of the applicant.
• Full name of the current owner of the shares
• Specification of the basis pursuant to the Securities Trading Act section 2-5 for which the parties are consolidated.
• Number of shares and percentage of the total number of voting shares) covered by the application.
• The listed company in which the shares are held.
• Whether the listed company has different share classes or provisions in its articles of association regarding voting rights restrictions or extended voting rights that cause the voting rights to deviate from the ownership of shares.
• Explanation of the ownership of the current owner (number of shares and percentage of the total number of voting shares), including when the person became the owner of the shares and any subsequent changes in ownership.
• Information on whether the parties own or control other financial instruments linked to the shares in the listed company.
• Information on any previous exemptions from the mandatory offer obligation related to ownership in the listed company which the application relates.
• Explanation of any agreements, company law regulations, etc., relevant to the current owner and the applicant’s exercise of control in the listed company.
• Explanation of the background for the planned transfer.
• Description of the planned transfer. If the transfer is part of a series of transactions, a description of the various steps must be provided, including a corporate structure chart illustrating these.
• Corporate structure chart showing ownership before and after the planned transfer(s).
• Specification of the consideration to be paid for the shares, including whether a control premium will be paid.
• Information on any planned future transactions involving the shares in the listed company.
• Explanation of why the applicant considers that there are special grounds for the takeover supervisory authority to grant an exemption from the mandatory offer obligation.
• Reference to any previous relevant decisions by the offer authority that are significant for the assessment.
• Any other information relevant to the assessment of whether an exemption should be granted.

Processing of the application

Finanstilsynet emphasizes the importance of the application containing correct and complete information for Finanstilsynet's processing of the case.

The processing time for applications for exemption will depend, among other things, on the completeness of the application, the complexity of the case, and other activity related to takeover bids.

Applications for exemption should be sent to Finanstilsynet at takeovers@finanstilsynet.no.