Approval of prospectuses – transferable securities

Approval of prospectuses in 2021 

Two types of prospectuses are approved. The first type is EEA prospectuses in the case of public offers for subscription or purchase of transferable securities worth at least EUR 8 million, calculated over a period of twelve months, that are directed at 150 or more persons in the Norwegian securities market. The second type is prospectuses prepared in connection with listing of transferable securities on a Norwegian regulated market. 
 
Market activity was particularly high in the first half of 2021, with a large number of prospectuses, while the level of activity declined somewhat in the second half of the year. For the year as a whole, the number of prospectuses for approval was thus slightly lower than in previous years. However, there was a large number of prospectuses for initial public offerings and prospectuses containing complex financial information and pro forma financial information, which required significant resources. There was also an increase in the number of enquiries to Finanstilsynet relating to prospectuses. The enquiries are often incomplete or characterised by insufficient knowledge of the regulations or inadequate preparations in connection with the prospectus process. There are more omissions than in the past in historical financial information, combined or carve-out financial information and pro forma financial information in the prospectuses. 
 
Prospectuses approved by Finanstilsynet during the period 2017 to 2021 

Source: Finanstilsynet 

 
In 2021, Finanstilsynet approved 55 share prospectuses, which was a certain increase from 2020. Finanstilsynet terminated 13 approval processes in 2021 (compared with seven in 2020) after capital raising and/or admission to listing were discontinued. Further, a large number of documents related to so-called passported prospectuses were notified to competent authorities in the EU/EEA and vice versa. 
  
In 2021, Finanstilsynet started a review of 19 prospectuses related to new share issues (compared with nine in 2020). 15 of these prospectuses (compared with seven in 2020) were for IPOs on Oslo Børs or Euronext Expand. 48 prospectuses for listed companies and first-time listings were approved, as well as five prospectuses for share issues by unlisted companies.  
 
The number of bond prospectuses in 2021 was somewhat lower than in 2020. There was a significantly higher number of base prospectuses in 2021 than in 2020 – 21 and eight, respectively. Base prospectuses simplify the process for repeated issuances of non-equity-related securities during the period when the base prospectus is valid. 
 
As in 2020, the capital market was marked by uncertainty related to the Covid-19 pandemic and problems in the supply chain of goods. Nevertheless, there was very strong share issue activity on the regulated markets Oslo Børs and Euronext Expand.

Finanstilsynet’s Prospectus Register 

On 1 January 2021, national supervisory authorities started reporting to ESMA through ESMA's Prospectus Register. In this connection, Finanstilsynet introduced a separate prospectus register in 2021 where companies whose prospectus has been approved can report the data required by ESMA's Prospectus Register themselves. This has streamlined both the transfer of data to ESMA and the passporting of prospectuses between Norway and other EEA countries.  
 
Share prospectuses approved by Finanstilsynet in 2021 – by sector 

Source: Finanstilsynet