Content requirements of an application for exemption from the mandatory offer obligation

The obligation to make mandatory offer also applies in the event of an acquisition from someone with whom the person is consolidated pursuant to the Securities Trading Act section 6-5, cf. Section 6-1 sixth paragraph. 

Finanstilsynet decides whether consolidation shall be carried out. 

Finanstilsynet may in special cases make exceptions from the mandatory offer obligation in the event of acquisition by someone with whom the acquirer is consolidated.

 

About the application

The application must include the following:

  • Full name and registration number (if applicable) of the applicant
  • Full name and registration number (if applicable) 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 considered consolidated.
  • Number of shares and percentage of the total number of voting shares in the listed company covered by the application.
  • Full name of the listed company in which the shares are held.
  • Information about whether the listed company has different share classes or articles of association regarding voting rights restrictions or extended voting rights that result in the share of voting rights deviating from the ownership interest.
  • An account of the ownership of the applicant and the current owner, and their close associates, in the listed company (number of shares and percentage of the total number of voting shares), including when the relevant party became owner of the shares and any subsequent changes in ownership.
  • Information about whether the applicant, the current owner or their close associates according to the Securities Trading Act section 6-5 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.
  • An account 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 corporate structure charts 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 in the shares of 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 relevant 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.

If there are changes to the information submitted to Finanstilsynet in connection with the application before a decision has been made in the case, updated information must be submitted to Finanstilsynet as soon as possible. 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 together with completed checklist for application should be sent to Finanstilsynet at takeovers@finanstilsynet.no.