Regulation (EU) nr. 596/2014 on market abuse (MAR) enters into force in Norway on 1 March 2021. MAR aims to increase market integrity and investor protection, and thereby enhance the attractiveness of securities markets for capital raising. It contains prohibitions of insider dealing, unlawful disclosure of inside information and market manipulation, as well as provisions to prevent and detect these. Although much of the content in MAR will be familiar in concept, it nevertheless implies a number of changes. Some changes of particular importance are highlighted below.
Finanstilsynet has prepared comprehensive information about MAR, which is in the process of being translated into English.
Scope of the market abuse legislation
The scope of the legal framework on market abuse is extended considerably, and will, in addition to financial instruments that are traded on regulated markets, cover financial instruments that are traded on multilateral trading facilities (in Norway: Euronext Growth) and organized trading facilities as well as behavior or transactions relating to the auctioning on an auctioning platforms authorized as a regulated market of emission allowances.
Following amendments to the Norwegian Securities Trading Act taking effect on 1 March 2021, Finanstilsynet has been granted authority to issue penalties in relation to a number of MAR infringements, including (but not limited to) market manipulation, unlawful disclosure of inside information and breaches of the obligation to draw up and update insider lists.
Persons discharging managerial responsibilities ("primary insiders")
MAR entails significant changes to the rules regarding the duty of persons discharging managerial responsibilities (PDMRs, or "primary insiders") and persons closely associated with PDMRs concerning notification of transactions in financial instruments of the issuer or emission allowance market participants. The scope of the notification obligation under MAR Article 19 is wider than the pre-MAR requirements, covering transactions relating to debt instruments and related derivatives or financial instruments. Furthermore, the transactions subject to notification are extended to cover inter alia transactions where no action is required by the PDMR (for example gifts, inheritance).
The PDMRs and closely associated persons (i.e. a natural or legal person as defined in MAR Article 3 (1) (26) shall submit the notifications to Finanstilsynet by the use of a form which is available on the electronic web portal "Altinn". Please note that the PDMR, or the person closely associated with the PDMR, is also required to notify the relevant issuer or the emission allowance market participant.
Before logging in to Altinn.no, please be aware that PDMRs as well as their closely associated persons will need to register as Altinn users. If you have not yet been registered, please read the guide below first:
- Guide: How to create a user in Altinn.no for non-Norwegian physical persons and entities without D-number
Once you have created a user, you can log in to Altinn.no as described in the Guide:
The PDMR and the closely associated person may allow some other person (for example the issuer) to submit the form to Finanstilsynet on their behalf. However, the PDMR and the closely associated person remain legally responsible for compliance with the notification requirements.
Information about how to fill in the form is set out in the form. In order to submit the form, you would need to fill in all mandatory fields.
Once the form has been submitted, the portal Altinn will generale a receipt identifying the information which has been submitted to Finanstilsynet. The receipt may be used as a basis for the notification of the transaction to the issuer or the emission allowance market participant. PDMRs and the closely associated persons are responsible for the information which is submitted to the issuer and the emission allowance market participant.
The issuer may use the information in the receipt as a basis for publishing the transaction by retrieving information from the receipt and entering this into its own publishing tool. It should be noted that the receipt, which contains free text fields, may contain personal information or other information that is not supposed to be published. The receipt from Altinn should therefore not be pasted into, or be attached to, the message that is published.
Should you experience technical problems, please contact Altinn support
Should you have any questions about how to complete the form, you may contact Finanstilsynet by e-mail: PDMR@finanstilsynet.no between 09 AM and 3 PM on working days. Please explain briefly what the request is about and provide contact information. The contact information should include a telephone number, which allows Finanstilsynet to call you back should we consider this to be the most appropriate way to follow up on your request.
Reporting of suspicious transactions (STORs)
Pursuant to Article 16 of MAR any person professionally arranging for or executing transactions, as well as market operators and investment firms that operate a trading venue, shall notify the competent authority without delay where such person have suspicion that an order or transaction would constitute insider dealing, market manipulation or attempted insider dealing or market manipulation.
Persons professionally arranging or executing transactions shall be subject to the rules of notification of the member state where they are registered or have their head office, or, in the case of a branch, the member state where the branch is situated.
STORs to Finanstilsynet should be submitted by the use of this form:
A completed form with attachments should be submitted by email to email@example.com.
Should you have questions as to whether a STOR should be submitted to Finanstilsynet or to another competent authority, you may approach Finanstilsynet on the mentioned email address.
Please ensure that the submission is encrypted (TLS) . Contact your IT department if you are unsure whether the email is encrypted with TLS. Please see further information about exchange of encrypted e-mails here.
MAR "Level 2" acts:
- Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 with regard to the precise format of insider lists and for updating insider lists
- Commission Implementing Regulation (EU) 2016/378 of 11 March 2016 with regard to the timing, format and template of the submission of notifications to competent authorities
- Commission Delegated Regulation (EU) 2016/522 of 17 December 2015 as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers’ transactions as amended by: Commission Delegated Regulation (EU) 2019/461 of 30 January 2019
- Commission Implementing Regulation (EU) 2016/523 of 10 March 2016 with regard to the format and template for notification and public disclosure of managers' transactions
- Commission Delegated Regulation (EU) 2016/908 of 26 February 2016 laying down regulatory technical standards on the criteria, the procedure and the requirements for establishing an accepted market practice
- Commission Delegated Regulation (EU) 2016/909 of 1 March 2016 with regard to regulatory technical standards for the content of notifications to be submitted to competent authorities and the compilation, publication and maintenance of the list of notifications
- Commission Delegated Regulation (EU) 2016/957 of 9 March 2016 with regard to regulatory technical standards for the appropriate arrangements, systems and procedures as well as notification templates to be used for preventing, detecting and reporting abusive practices or suspicious orders or transactions
- Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest
- Commission Implementing Regulation (EU) 2016/959 of 17 May 2016 with regard to the systems and notification templates to be used by disclosing market participants and the format of the records in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council
- Commission Delegated Regulation (EU) 2016/960 of 17 May 2016 with regard to regulatory technical standards for the appropriate arrangements, systems and procedures for disclosing market participants conducting market soundings
- Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures
- Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information