Buy-back

On exemptions from the prohibition against insider dealing and market manipulation in connection with buy-backs and supervision thereof

The exemption for buy-backs is partly due to the fact that trading in own shares in buy-back programmes can be legitimate for economic reasons and should be
exempt from the prohibitions against market abuse provided that the actions are carried out under the necessary transparency, where relevant information is disclosed.

Buy-back means that the issuer buys own shares or equity certificates. In order for the issuer's buy-back programme to benefit from the exemption, it must meet criteria related to:

• Purpose of the buy-back
• Disclosure of details of the programme before trading begins 
• Reporting of the trades made

Purpose of the buy-back

In order to benefit from the exemption, a buy-back programme shall have as its sole
purpose:

• to reduce the capital of an issuer,
• to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, or
• to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company.

Please note that the exemption only applies to trading in own shares or equity instruments, and is therefore not applicable when trading in other associated or related instruments.

Public disclosure of the buy-back programme

Before trading starts, the issuer shall disclose details relating to:

• the purpose of the buy-back
• the maximum trading amount
• the maximum number of shares to be traded
• the duration of the programme

If the programme is amended, the revised programme shall be disclosed before trading in accordance with the amendments is initiated.

Carrying out the buy-backs

There are special trading restrictions for buy-backs, including price and volume, etc. For more information, see MAR Article 5 (1) (d), cf. Commission Delegated Regulation (EU) 2016/1052, Article 4.

Reporting, supervision and sanctioning

Each transaction relating to the buy-back programme shall be reported to the supervisory authority for each trading venue where the shares/equity certificates are admitted to trading or traded (MAR Article 5 (3) and Commission Delegated Regulation (EU) 2016/1052, Article 2).  In Norway, receipt of the reporting has been delegated to the operator of the regulated market (Oslo Børs) or the operator of a multilateral trading facility (MTF) where the operator is a market operator (Oslo Børs for Euronext Growth), cf. Section 17-1 of the Securities Trading Regulations. For information on where and how the reporting will take place, please refer to guidelines from Oslo Børs.

The prohibitions against insider dealing, the disclosure of inside information and market manipulation do not apply to an issuer's buy-back if the buy-back is in compliance with the requirements set out in MAR Article 5 and Commission Delegated Regulation (EU) 2016/1052. Chapter 21 of the Securities Trading Act regulates administrative and criminal sanctions for infringement of MAR.

Regulations

Rules on issuers’ buy-back of own shares or equity certificates follow from:

• MAR Article 5
• Commission Delegated Regulation (EU) 2016/1052
• Securities Trading Act, Section 3-2