An Information Memorandum is no longer accepted as an “exempted document” after new prospectus regulation

Finanstilsynet (the Financial Supervisory Authority of Norway) is the competent prospectus authority in Norway and responsible for the operative control and approval of EEA prospectuses primarily for public offerings of transferable securities aimed at the Norwegian market and for listing of transferable securities on regulated markets in Norway. The new prospectus regulation was implemented in Norwegian law on 21 July 2019.

Under the new prospectus regulation, exceptions from the obligation to issue a prospectus still apply in specific cases, provided that a document containing information about the transaction and its impact on the issuer is issued (“exempted document”). As an example, an "exempted document" may be relevant to issue where securities are offered in connection with a takeover where securities are offered by means of an exchange offer or in connection with a merger or division.

Under the previous exceptions in the prospectus regulation, Finanstilsynet accepted, that an Information Memorandum (“IM”) approved by the Oslo Stock Exchange pursuant to the Oslo Stock Exchange Continuing Obligations section 3.5 as an “exempted document”. With the transition to the new prospectus regulations that came into force on 21 July 2019, it will no longer be possible to use an IM approved by the Oslo Stock Exchange as an “exempted document”.

For more information about “exempted document” and content requirements, please contact Finanstilsynet:

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