Buy-back programmes

On exemptions from the prohibition against insider dealing and market manipulation in connection with buy-back programmes

An issuer's buy-back of own shares may be subject to the prohibitions against insider dealing and market manipulation. According to Article 5 of MAR, these prohibitions does not apply if the buy-backs are carried out in connection with a buy-back programme that fulfils all the conditions set out in Article 5 as well as Commission Delegated Regulation (EU) 2016/1052. The exemption for buy-backs is reasoned on, inter alia, that trading in own shares in buy-back programmes can be legitimate and should under certain circumstances be exempt from the prohibitions against market abuse, provided that the actions can be carried out with the necessary transparency so that relevant information about the programme is disclosed.

Buy-back means that the issuer purchases own shares or equity certificates. The exemption does not apply to trading in shares in other associated or related instruments.

In order for the issuer's buy-back programme to benefit from the exemption, it must meet criteria related to:

• the purpose of the buy-back
• disclosure of details of the programme before trading begins 
• special trading restrictions and conditions for the duration of the programme
• disclosure and reporting of trades made under the programme

The purpose of the buy-back programme

In order to benefit from the exemption, a buy-back programme shall, according to Article 5 (2) of MAR, 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

If the programme has other purposes than those mentioned above, it will not be covered by the exemption regime and buy-backs may accordingly be subject to the prohibitions against market abuse.

Public disclosure of the buy-back programme

Before trading starts, the issuer must disclose the information set out in Article 2 (1) of Commission Delegated Regulation (EU) 2016/1052, which includes:

• 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.

Trading restrictions

According to Article 4 (1) of Commission Delegated Regulation (EU) 2016/1052, the issuer cannot participate in any of the following trading activities throughout the duration of the programme:

• selling of own shares
• trading during the closed period prior to financial reporting according to Article 19 (11) of MAR  
• trading where the issuer has decided to delay the public disclosure of inside information in accordance with Article 17 (4) or (5) of MAR

However, according to Article 4 (2) of Commission Delegated Regulation (EU) 2016/1052, the above-mentioned restrictions do not apply if:

• the issuer has in place a time-scheduled buy-back programme, or
• the buy-back programme is lead-managed by an investment firm or a credit institution which makes its trading decisions concerning the timing of the purchases of the issuer's shares independently of the issuer

A time-scheduled buy-back programme is a buy-back programme where the dates and volume of shares to be traded during the time period of the programme are set out at the time of the public disclosure of the buy-back programme, see Article 1 (a) of the Commission Delegated Regulation.

Special exemptions from the trading restrictions also apply for investment firms or credit institutions if internal arrangements and procedures to prevent disclosure of inside information are established as further set out in Article 4 (3) and (4) of the Commission Delegated Regulation.   

Trading conditions

Article 3 of Commission Delegated Regulation (EU) 2016/1052 sets out further conditions for trading.

Article 3 (1) stipulates conditions relating to the trading venue and placing of orders, including:

• The shares must be purchased by the issuer on a trading venue where the shares are admitted to trading or traded.
• For shares traded continuously on a trading venue, the orders shall not be placed during an auction phase and the orders placed before the start of the auction phase shall not be modified during that phase.

There are also conditions for orders for shares that are only traded on a trading venue through auctions, but this is not relevant for buy-back programmes that are carried out on Oslo Børs' trading venues.

Further, specific restrictions on volume and price for the buy-backs apply.

Pursuant to Article 3 (2), purchases cannot be made at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, including when the shares are traded on different trading venues.

Moreover, the issuer cannot on any trading day purchase more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out, see Article 3 (3). The average daily volume of the shares may be based on one of the following two periods:

• The month preceding the month of the disclosure of the buy-back programme. The volume will in such case be a fixed size, which must be referred to in the programme and apply for the duration of that programme.  
• The 20 trading days preceding the date of the purchase, provided that a fixed volume as described in the alternative above is not referred to in the programme. The volume will in such case be variable, and the issuer must for the duration of the programme make a calculation of the average daily volume for the 20 trading days preceding each trading day on which buy-backs are made.

Disclosure of trades made under the programme

According to article 2 (3) of Commission Delegated Regulation (EU) 2016/1052, the issuer shall disclose all transactions relating to the buy-back programme, in a detailed and in an aggregated form. The aggregated form shall indicate the aggregated volume and the weighted average price per day and per trading venue, see article 2 (2).

The disclosure shall be made no later than by the end of the seventh daily market session following the date of execution of the transactions. This means that the issuer must disclose information at least every seventh trading day if purchases of own shares are made daily for the duration of the programme.  

The disclosed transactions shall also be posted on the issuer's website and be available for the public for at least a 5-year period.

Reporting, supervision and sanctioning

Each transaction relating to the buy-back programme shall be reported to the supervisory authority for each trading venue on which the shares/equity certificates are admitted to trading or traded (see article 5 (3) of MAR and Article 2 of Commission Delegated Regulation (EU) 2016/1052). From 1 April 2025, this is Finanstilsynet for shares and equity certificates traded on Euronext Oslo Børs, Euronext Expand and Euronext Growth Oslo.

The deadlines for reporting and the information to be reported to relevant supervisory authorities are the same as the deadlines and information on trades that shall be published by the issuer, see the section Disclosure of trades made under the programme above. The reporting obligation to Finanstilsynet will be fulfilled when the issuer discloses this information within the applicable deadline and simultaneously sends the disclosure notification to the officially appointed mechanism (OAM) for storage in Norway, which is Oslo Børs through NewsWeb.

A template for disclosure and reporting of transactions under the buy-back programme is available. The template is a continuation of the disclosure and reporting template that was used for reporting to Oslo Børs prior to 1 April 2025.

• Template for disclosure and reporting of transactions under the buy-back programme (docx)

The prohibitions against insider dealing, unlawful 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 Article 5 of MAR and Commission Delegated Regulation (EU) 2016/1052. Chapter 21 of the Securities Trading Act regulates administrative and criminal sanctions for infringement of MAR, see General information about sanctioning for infringement of the market conduct regulations.

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

For further information – see Laws and regulations.