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Regulations regarding notification

The Securities Trading Act contains provisions on primary insider notification. Relevant statutory authority is reproduced below.

The Financial Supervisory Authority of Norway has prepared a Circular providing guidance to the Securities Trading Act chapter 3 and 4.


Section 4-1. Scope
The provisions of this chapter apply to shares admitted to trading on a regulated market of an issuer having Norway as its home state. Norway shall be regarded as the home state for issuers as mentioned in section 5–4 subsections (2) to (4). Where Norway is the host state for an issuer, the legislation of the home state shall apply in respect of matters regulated in this chapter.

Section 4–2. Notification requirement for primary insiders
(1) Persons as mentioned in section 3–6 subsection (1) shall immediately give notification of any purchase, sale, exchange or subscription of shares issued by the company or by companies in the same group. This also applies to the company's trading in its own shares. An undertaking which owns quoted shares in another undertaking or shares in another undertaking that is listed on a regulated market, and which because of such ownership is represented on the board of the other undertaking, must notify trading in such shares. Notification shall be sent no later than the start of trading on the regulated market on the day following the purchase, sale, exchange or subscription. Notification shall be sent to Finanstilsynet or whomever Finanstilsynet so designates.

(2) The notification requirement also applies to loans as mentioned in the Private Limited Companies Act section 11–1 and the Public Limited Companies Act section 11–1, agreements on, exchange, purchase or sale of subscription rights, options and corresponding rights connected to shares as mentioned in subsection (1). The notification requirement applies regardless of whether the financial instrument gives rise to a physical or financial settlement.

(3) The notification requirement also applies to trading involving a shareholder’s related parties as mentioned in section 2 – 5 nos. 1, 2 and 4, as well as trading involving relatives with whom the person concerned has at the time of the notifiable trade shared a household for at least one year.

(4) The ministry may in regulations make exceptions from the rules of this section.


Section 4–4. Requirements on notification
(1) Notification pursuant to section 4–2 shall contain the following information:

 1. name of the person subject to the notification requirement,
 2. background for the notification,
 3. name of the issuer,
 4. description of the financial instrument,
 5. type of transaction,
 6. timing of and market for the transaction,
 7. price and volume of the transaction and
 8. holding after the transaction.

(2) Notification pursuant to section 4–3 shall contain information stipulated by the ministry in regulations.

(3) Finanstilsynet or whomever Finanstilsynet so designates shall make public notifications as mentioned in this section in a manner specified in section 5–12.

(4) Notification pursuant to this chapter may be given in Norwegian or English.


Section 2–5. Related party
"Related party" means

 1. the spouse or a person with whom the shareholder cohabits in a relationship akin to marriage,
 2. the shareholder's under-age children, and under-age children of a person as mentioned in no. 1 with whom the shareholder cohabits,
 3. an undertaking within the same group as the shareholder,
 4. an undertaking in which the shareholder himself or a person as mentioned in nos. 1, 2 or 5 exercises influence as mentioned in the Private Limited Companies Act section 1–3 subsection (2), the Public Limited Companies Act section 1–3 subsection (2) or the General and Limited Partnerships Act section 1–2 subsection (2),
 5. a party with whom the shareholder must be assumed to be acting in concert in the exercise of rights accruing to the owner of a financial instrument, also in cases where a bid is frustrated or prevented.