NORWAY Law and Practice Contributed by: Markus Nilssen, Vanessa Kalvenes and Marcus Cordero-Moss, BAHR
4.3 Credit Risk Retention The Norwegian securitisation legislation (not yet in force as of January 2025) does not con - tain requirements on credit risk retention above and beyond what is set out in the Securitisation Regulation. To secure a certain degree of alignment between the investors’ and the originator’s interests in a securitisation transaction, the Securitisation Regulation requires the originator, sponsor or original lender to comply with certain risk-reten - tion requirements. In general, a minimum of 5% of the net economic credit risk related to the securitisation must be retained. The Securitisation Regulation includes an exhaustive list of five acceptable risk-retention techniques. It is expected that many parties will prefer the less complex risk-retention methods – ie, first loss exposure (where the parties retain a first loss exposure of at least 5% of every secu - ritised exposure in the securitisation) and vertical slice (where the parties retain at least 5% of the nominal value of each tranche sold or transferred to investors). The Securitisation Regulation also sets out cer - tain exemptions from the risk-retention require - ment – eg, in cases where the securities are fully, unconditionally and irrevocably guaranteed by central banks or central governments. 4.4 Periodic Reporting Under the Norwegian Act on Debt Information, Norwegian financial institutions are required to report certain information to an authorised debt information repository. As the SPE is exempted from the local licensing requirement, and thus not a financial institution for these purposes, the Norwegian securitisation legislation (not yet in force as of January 2025) instead imposes the
general right of consumer debtors to repay their loan at any time). 4.2 General Disclosure Laws or Regulations In addition to the legislative acts outlined in 4.1 Specific Disclosure Laws or Regulations , Reg - ulation (EU) 2017/1129 (the “Prospectus Regula - tion”) has been incorporated in Norwegian law and will be the main source of general disclosure obligations for public securitisation transactions undertaken by Norwegian originators. As of Jan - uary 2025, the changes to the Prospectus Regu - lation introduced by the EU Listing Act package (including Regulation (EU) 2024/2809) do not yet apply in Norway. Under the Prospectus Regulation, a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of: • the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any guarantor; • the rights attaching to the securities; and • the reasons for the issuance and its impact on the issuer. The prospectus shall also include risk factors, but only those risks which are material and spe - cific to the issuer and its securities. The application of the Prospectus Regulation depends on whether the offering or listing of securities in a securitisation requires a prospec - tus to be published. This is the case where there is a non-exempt public offering or a listing of the SPE’s securities on a regulated market.
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