The Norwegian Securities Trading Act and the Norwegian Stock Exchange Regulations impose quite strict disclosure obligations on companies listed on the Oslo Stock Exchange. The disclosure obligations may clearly imply limitations among others with regard to the carrying out of due diligence investigations in stock listed companies. These provisions should therefore be carefully observed by anybody who is preparing a takeover of a Norwegian stock listed company.

According to the Securities Trading Act, purchase or sale of stock listed shares must not be undertaken by someone who has specific and confidential information about the securities, the issuer of the securities or other factors which are likely to have substantial influence on the price of the securities.

If the company needs to provide a potential purchaser of shares in the company with information about or assessments of the company or its business activities which is not publicly known, such information must be communicated to the Stock Exchange, together with information about the recipient of the information. The recipient of the information must give an undertaking to the company and the Stock Exchange to maintain confidentiality about the information in respect of unauthorized third parties and not to enter into agreements to purchase or sell securities in the company or rights to securities in the company until the information has been made public. The same will apply in the case of new investigations, valuations, statements by auditors, etc. which the company obtains itself or in other ways contributes to the acquisition of.

If the information submitted to the Stock Exchange contains commercial secrets or if special circumstances so dictate, the company may restrict information to the Chairman of the Stock Exchange Board, the Stock Exchange Director or any person deputizing for the Stock Exchange Director and may require these to maintain confidentiality so that the information cannot be made public. The Stock Exchange Director may in consultation with the Chairman or Deputy Chairman of the Stock Exchange Board and having made an overall evaluation bearing in mind the effect that the nature of the information would have on prices, the needs of the market for information and the needs of the company in question for confidentiality to be maintained, decide that the information should be made public in spite of the request for confidentiality. The company must be notified of any such decisions prior to publication.

Information from the company to the Stock Exchange must always be provided on among others offers to purchase all shares issued by the company, as soon as the offer is received.

According to the more general rule on duty of disclosure, companies must without prompting and without delay provide the Stock Exchange with any information considered to have a not insignificant bearing on the price of the company's shares including changes in circumstances previously reported to the stock exchange.

These provisions are being enforced quite strictly by the Stock Exchange, and fines are imposed if the requirements are not complied with. According to recent decisions the company is obliged to inform the Oslo Stock Exchange if it realizes that an offeror will present an offer for the shares in the company.

The content of this article is intended to provide a general guide to the subject matter. Several other issues should be taken into consideration in connection with acquisitions in Norway. Specialist advice should be sought about your specific circumstances.

Advokatfirmaet Selmer & Co. Da., Law Firm, Oslo, Norway. +47 22 42 64 90 (telephone), +47 22 33 63 10 (telefacsimile), selmlaw@aft.sn.no (e-mail).