Introduction

1. Norway is not a member of the EU, but a party to the EEA Agreement. Directive 2003/71 of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the ‘Prospectus Directive’ or ‘Dir.’) was implemented into the EEA Agreement in June 2004 and the Norwegian Government approved the implementation in November 2004.

The Prospectus Directive and the complementing Commission Regulation 809/2004 of 29 April 2004 implementing the Prospectus Directive as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (the ‘Prospectus Regulation’ or ‘Reg.’) were then implemented into Norwegian law through the adoption of the Act of 10 June 2005 No. 42 on amendments to the Securities Trading Act, etc. (implementation of the Prospectus Directive) (the ‘Act of Amendment’), and the adoption of a number of supplementary regulations on 9 December 2005.

The Act of Amendment inserted a revised Chapter 5, titled ‘Prospectus Requirements in Connection with Public Offerings and Admission to Trading’, into the Norwegian Act of 19 June 1997 No. 79 on Securities Trading. In June 2007, a new Norwegian Act on securities trading was adopted (the Act of 29 June 2007 No.75 on Securities Trading the ‘Securities Trading Act’ or the ‘STA’) replacing the Act of 19 June 1997 No. 79.