Att: Cornelius Sogn Ness
Postboks 1400 Vika
Enquiries to: Angela Nygaard
Our reference: 10/3615
Dir. line: +47 22 93 97 15
Reference is made to Royal Caribbean Cruises Ltd.’s (RCCL) application dated 18 March 2010 for certain U.S. laws and provisions relating to periodic financial reporting to be considered equivalent to the requirements contained in Commission Directive 2007/14/EC, articles 13,15 and 17, cf. the Norwegian Securities Regulation § 5-7. Reference is also made to telephone conversations with Cornelius Sogn Ness at Wiersholm, Mellbye & Bech.
RCCL has applied for an exemption pursuant to the Norwegian Securities Trading Regulation
(STR) section 5-7 a), c) and d). RCCL is a company registered in the Republic of Liberia with its principle executive offices located in Miami, Florida in the United States of America. In addition to being listed on the Oslo Stock Exchange, RCCL has its primary listing on the New York Stock Exchange. Within the European Economic Area, RCCL has Norway as its home state in accordance with the Norwegian Securities Trading Act (STA) section 5-4. RCCL is required to prepare and file its annual financial reports in accordance with Form 10-K, with the US Securities and Exchange Commission, as the company is treated as a “domestic issuer” under the US securities laws.
Finanstilsynet (The Financial Supervisory Authority of Norway) has in its previous equivalence decisions concluded that the U.S. periodic reporting requirements applying to foreign private issuers (Form 20-F) are “equivalent” to the requirements contained in articles 13, 15 and 17 of Directive 2007/14/EC, cf. article 4 of the Transparency Directive. These rules (Form 20-F) generally provide for less extensive disclosure requirements than those applicable to U.S. domestic issuers. Furthermore, Finanstilsynet takes into account that the UK Financial Supervisory Authorities previously has considered the U.S. regime equivalent in regard to the management report and the responsibility statement in the annual report.
Based on the above mentioned, Royal Caribbean Cruises Ltd. is granted an exemption from the following:
• STA section 5-5 subsection (2) no. 2, cf the STR section 5-7 (a) related to the management
• STA 5-5 subsection (2) no. 3, cf the STR section 5-7 (c) related to the responsibility statement in the annual report.
• STA 5-5 subsection (3), cf STR section 5-7 (d) related to individual parent company accounts.
According to STA section 5-5 subsection (1) the annual financial report shall be made public at
the latest four months after the end of each financial year. This requirement also applies to an
annual financial report prepared according to the U.S. regime, if the issuer has Norway as its
However, Finanstilsynet reserves the right to make renewed considerations due to decisions at a European level, and in cases of changes in laws and regulations.
Pursuant to the Norwegian Public Administration Act section 28, individual decisions may be appealed to the Ministry of Finance. The time limit for lodging an appeal is three weeks from the date on which Finanstilsynet’s decision has reached the party concerned; see the Public Administration Act section 29. The appeal must be sent directly to Finanstilsynet.
Head of Section
Senior Supervisory Adviser