This transfer encompasses supervision of the rules regarding continuous disclosure and delayed disclosure of inside information, supervision of share buybacks and stabilization, and transfer of the role as take-over authority. The NFSA has confirmed its readiness to undertake these responsibilities, effective from the aforementioned date.

For issuers, this entails important changes on particularly 5 main points:

Delayed disclosure of inside information

As of 1 April 2025, issuers must submit notifications of delayed disclosure to the NFSA through the Altinn form (KRT-1801). Only individuals authorized to represent the issuer in Altinn are permitted to submit such notifications. For foreign issuers, the form must be submitted through the personal user account of the submitter in Altinn.

Notifications must be submitted “immediately” following the publication of inside information that was subject to delayed disclosure. Reporting the day after publication will be deemed a delayed notification and a breach of the regulations, potentially resulting in sanctions.

Furthermore, the NFSA may require a written account of the issuer’s assessments regarding inside information and the fulfilment of the conditions for delayed disclosure, post-disclosure.

Termination of the notification obligation

Until 1 April 2025, issuers have been obligated to notify Oslo Børs of decisions regarding delayed disclosure of inside information. With the transfer of tasks to the NFSA, this notification obligation will be abolished. Issuers will only need to notify the NFSA after the inside information has been published. The NFSA retains the authority to request a written report, enabling verification of the company’s assessments and handling of inside information, thereby ensuring market integrity and confidence.

Share buy-back and price stabilization

The NFSA will assume the role as the relevant authority, overseeing compliance with regulations pertaining to share buy-back programs and price stabilization. The reporting routine for transactions within these programs remains unchanged, with information continuing to be disclosed to the market and sent to the official accumulation mechanism (OAM) in Norway, specifically to Oslo Børs via NewsWeb. As of 1 April 2025, the NFSA will supervise these activities, ensuring timely publication of required information to the market.

Take-over authority

From 1 April 2025, the NFSA will assume the role as take-over authority in accordance with Chapter 6 of the Norwegian Securities Trading Act (Verdipapirhandelloven), governing mandatory and voluntary offers for the acquisition of listed companies. While the content of the rules remains unchanged, the NFSA will take over tasks previously managed by Oslo Børs. Notifications of mandatory bids, voluntary bids, and applications for exemption from mandatory bids must be submitted to the NFSA, which will also process and approve such voluntary and mandatory offers and offer documents. Detailed procedures for submitting notifications and additional information regarding the NFSA’s role as take-over authority is expected to be published on the NFSA’s website by 1 April .

Oslo Børs is still designated as the recipient of major shareholding notifications relating to companies whose home state is Norway, and which are listed on Oslo Børs and Euronext Expand.

Sanctions and new appeals board

As of 1 April 2025, the NFSA will possess the authority to enforce compliance and impose sanctions for violations of regulations, including those related to conditions prior to the transition date. The Financial Appeals Board (Finansklagenemnda) will serve as the appeal body for all appeals post-April 1, 2025, replacing the Stock Exchange Appeals Board (Børsklagenemnda). Given the NFSA’s authority to impose fees, it is anticipated that this power will be exercised in cases of serious violations. For breaches of the Market Abuse Regulation (MAR) and subordinate acts, section 21-1 of the Norwegian Securities Trading Act stipulates a maximum infringement fine of NOK 43 million for natural persons and NOK 127 million or up to 15% of the total annual turnover based on the most recent approved annual accounts for legal persons.

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The transfer of these supervisory tasks from Oslo Børs to the NFSA represents a significant regulatory shift. Issuers must prepare internally for changes in routines to ensure timely reporting and compliance with the new regulations.

You are welcome to contact us should you require assistance with implementing the requisite modifications to your routines or would like to ensure adherence to the new regime.