Exemption from the mandatory bid obligation in the case of acquisition by someone with whom the acquirer is consolidated

The mandatory bid obligation is also applicable in the event of acquisition by someone with whom the acquirer is consolidated, when the acquirer alone or together with one or more related parties crosses the mandatory bid threshold as a result of the acquisition. The expression “related party” is further defined in Section 2-5 of the Securities Trading Act. Oslo Børs may, in its capacity as takeover supervisory authority, “in special cases” make exemptions from the mandatory bid obligation in the case of acquisitions by someone with whom the acquirer is consolidated pursuant to section 6-5, cf. section 6-1 (6). According to the preparatory works of the Securities Trading Act the rules regarding the mandatory bid obligation should not prevent a practical and appropriate restructuring of a consolidated group of companies. On the other hand, the exemption rule must not undermine the purpose of the mandatory bid obligation.

Exemptions are normally granted in connection with transfers of shares between a parent company and a wholly-owned subsidiary or between two wholly-owned companies. According to the preparatory works the main assessment regarding whether or not an exemption from the mandatory bid obligation should be granted is whether the transfer represents a change of control or is a part of a chain of transactions that may lead to a change of control.

An application for exemption from the mandatory bid obligation should be addressed to the legal department at Oslo Børs. The decision made by Oslo Børs may be appealed to The Stock Exchange Appeals Committee.

Below are the decisions regarding exemptions from the mandatory bid obligation in the case of transfers within a consolidated group which have been made since 2014. Please note that not all decisions are available in English. Decisions from previous years are available in the annual publication Decisions and Statements (available in Norwegian only).

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