NORWAY Law and Practice Contributed by: Ylva B Gjesdahl Petersen, Marius Holm Rynning and Johan Fredrik Brende, Thommessen
public offering on the basis of an offering pro - spectus. Since 2022, very few early-phase and growth companies have sought an IPO exit, owing to low investor demand. However, many early- phase and growth companies have been able to achieve a decent valuation and secure inves - tors in a private setting. A number of the growth companies that were listed in the period 2020– 22 have since been taken private to allow the companies to focus on long-term growth and profitability and relieve them of the quarter-by- quarter scrutiny of the public markets. 6.3 Pre-IPO Liquidity The need for secondary market trading prior to an IPO in the Norwegian market is rarely observed. There are some companies that are traded “off the counter” through the broker desk in Norwe - gian investment banks. However, the volumes traded are normally limited, which means that it rarely represents an exit opportunity. When a Norwegian company is offering equity securities, several legal provisions may come into play. The relevant laws and regulations include, but are not limited to, the following. • The Norwegian Private Limited Liability Companies Act – this act governs, inter alia, the issuance of new shares and shareholders’ preferential rights. The shareholders’ agree - ment supplements the rules of the Norwegian Private Limited Liability Companies Act. • The Norwegian Securities Trading Act and the EU Prospectus Regulation – these may come into play in large equity offerings. However, 7. Regulation 7.1 Securities Offerings
it is very rare that an equity offering in an early-stage or growth company is structured in a way that would trigger the obligation to publish a prospectus. There is, for instance, an exemption from the obligation to publish a prospectus if the offer is made to fewer than 150 persons, and this will normally be the case. 7.2 Restrictions A foreign investor that invests in a Norwegian company may be subject to a foreign direct investment filing obligation in accordance with the Norwegian Act on National Security (the “Security Act” ). The application of the rules on ownership control, contained in Chapter 10 of the Security Act, presupposes that the under - taking has been brought within the scope of the Security Act by way of an administrative deci - sion pursuant to Section 1(3). A list of the companies subject to the Security Act has not been published and will not likely become available to the public for national secu - rity reasons. When a company has been brought within the scope of application of the Security Act, the acquirer of “qualified ownership interest” in that company must notify the acquisition to the rel - evant authority. As of now, “qualified ownership interest” entails obtaining: • one-third of the company’s stock capital, interests or votes; • a right to become the owner of one-third of the stock capital or interests; or • significant influence over the company by other means. Legislative changes in what is defined as “quali- fied ownership interest” have been adopted
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