NORDIC MONTHLY SURVEILLANCE REPORT NOVEMBER 2012

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1 NORDIC MONTHLY SURVEILLANCE REPORT NOVEMBER 2012 The rules of the exchange as well as the methodology of the surveillance are in substance harmonized between the NASDAQ OMX exchanges in the Nordic countries. Due to national regulations however, there might be differences. For the reader to be able to distinguish the differences, some of the articles will be marked with flags to highlight this circumstance. The Exchange refers to NASDAQ OMX as relevant in each local jurisdiction. All necessary forms and other relevant documents related to listings and issuer specific matters are available on NASDAQ OMX Nordic: or STOCKHOLM Issuer Surveillance On November 6, 2012, the Exchange decided to halt the trading in the shares of Rottneros AB. Trading was resumed on November 7, 2012, following the disclosure of a press release regarding a public offer from Arctic Paper S.A. On November 7, 2012, the shares of Rottneros AB received observation status due to a public offer to the shareholders from Arctic Paper S.A. Stockholm Rottneros AB The company is subject to a public offer. Stockholm Trading Surveillance The Exchange has issued criticism towards one Exchange member during the month. The matter concerned compliance with the member s assignments as a Liquidity Provider. The member had on repeated occasions failed to quote prices in accordance with its undertakings and the Exchange emphasized the importance to continuously act in accordance with the terms of the assignments so that investors are granted the possibilities to conduct transactions on the terms that the provisions shall ensure. Eleven cases have been reported to the Swedish FSA during the month, in accordance with the Exchange s obligation to refer matters of suspected market abuse. Six of these cases concerned suspected illegal insider trading and the other five cases concerned suspected market manipulation. Nordic Surveillance 1

2 Surveillance of financial reporting 2012 Impairment of assets, IAS 36 paragraph 130 and 134 Two companies were criticized for the Companies lack of disclosure of a sensitivity analysis as a reasonably possible change in a key assumption could cause the unit s carrying amount to exceed its recovery amount. Information about major customers, IFRS 8 paragraph 34 One company was criticized for the Company s lack of disclosure of information about major customers. During the month (full year) the Exchange has sent the following number of closing letters to companies whose reports have been subject to special examination. Category Annual report (shares) 7 (17) 16 (22) 2 (3) 0 (0) Interim reports (shares) N.A. 0 (0) 0 (0) 0 (0) Annual reports (bonds) 1 (2) 0 (0) 0 (0) 0 (0) Interim reports (bonds) N.A. 0 (0) 0 (0) 0 (0) Follow-up / other cases 1 (7) 0 (0) 1 (1) 0 (0) Category 1 - no remark Category 2 - remark regarding disclosure Category 3 - criticism Category 4 - statement of reprimand transferred to the disciplinary committee European common enforcement priorities for 2012 financial statements On November 12, 2012, the European Securities and Markets Authority ( ESMA ) published a Public Statement which defines the common enforcement priorities for the 2012 financial statements in order to promote consistent application of the European securities and markets legislation, and more specifically, the application of International Financial Reporting Standards ( IFRS ). Companies and their auditors should therefore take into due consideration the Public Statement from ESMA when preparing and auditing the IFRS financial statements for the year ending on December 31, The common financial reporting topics refer to the specific aspects of the IFRS application in relation to (for further details please see the Statement): Financial assets; Impairment of non-financial assets; Defined benefit obligations; and Provisions that fall within the scope of IAS 37. ESMA together with the national competent authorities will monitor the application of IFRS requirements relating to the items mentioned above. In addition, ESMA will collect data on how European listed entities have applied IFRS requirements in relation to these topics and will report the results of this survey to the market. The Public Statement from ESMA, European common enforcement priorities for 2012 financial statements, can be found on the NASDAQ OMX webpage: porting/ Nordic Surveillance 2

3 HELSINKI One listed company was instructed by the Exchange to pay special attention as regards their compliance with the insider regulations of the Rules of the Stock Exchange. Three listed companies received a reprimand as their Corporate Governance Statement was not established in accordance with Finnish law and the Corporate Governance Code. The companies had failed to provide explanations in respect of deviations from the Code. Three cases of possible market manipulation were handed over to the Finnish FSA. Helsinki Nordic Aluminium Oyj The company is subject to a public offer. Helsinki GeoSentric Oyj Uncertainty concerning the company 's financial situation. Helsinki Interavanti Oyj The company has disclosed its intention to apply for delisting. Helsinki COPENHAGEN NASDAQ OMX has issued a reprimand to Hypo Treuhand Holding AG for not having disclosed the annual report 2011 within three months from the expiry of the reporting period - cf. rule of the Rules for issuers of bonds. Trading in SmartGuy Group was halted as the exchange waited for an announcement from the company regarding a forthcoming offering of shares. The trading was resumed after normal auction procedure after disclosure of the announcement. Trading in Tønder Bank was halted as the bank did not have sufficient capital to continue as an independent bank. The banking activities were transferred to Sydbank and Tønder Bank was subsequently declared bankrupt and delisted. Matching halt was made in 76 Danske invest funds due to a technical problem. The trading was resumed after the problem was resolved. Matching halt was made in the SKIM2 fund due to a technical problem. The trading was resumed after the problem was resolved. Matching halt was made in the DKIAFR fund due to a technical problem. The trading was resumed after the problem was resolved. Matching halt was made in the DKIDMOBL fund on request as Danske Invest was not able to calculate the net asset value. The trading was resumed after the problem was resolved. Matching halt was made in the DKIKO fund on request as Danske Invest was not able to calculate the net asset value. The trading was resumed after the problem was resolved. BioPorto A/S has been transferred to the observation list as the company has stated that it is in a financial critical situation. Spar Nord Bank A/S has been removed from the observation list as the merger between Spar Nord Bank A/S and Sparbank A/S has been completed. Nordic Surveillance 3

4 SmartGuy Group has been removed from the observation list as the company after having completed an offering of shares meets the exchange's requirement regarding distribution of shares. Salling Bank has been removed from the observation list as the merger between Salling Bank and Vinderup Bank has been approved. BioPorto Nordicom Neurosearch BioPorto A/S has been transferred to the observation list as the company has stated that it is in a financial critical situation. Nordicom A/S has been transferred to the observation list as the company has lost more than half of the share capital. NeuroSearch A/S has been transferred to the observation list as the company has lost more than half of the share capital. Sparekassen Hvetbo The boards of Sparekassen Hvetbo A/S and Sparekassen Vendsyssel have decided to propose a merger of the two companies with Sparekassen Vendsyssel as the continuing company. Nordic Shipholding A/S Due to uncertainty about the company's financial situation. Sparekassen Lolland A/S Due to uncertainty about the company's financial situation. Totalbanken A/S Due to uncertainty about the company's financial situation. Erria A/S Due to uncertainty about the company's financial situation. TORM A/S Due to uncertainty about the company's financial situation. DKTI The company has announced that SmallCap Denmark A/S has signed a conditional agreement with a group of investors concerning the sale of its shares in DKTI A/S. Danionics Uncertainty concerning the company's financial situation. Udviklingsselskabet af Uncertainty concerning the issuer's financial position Rovsing Uncertainty concerning the issuer's financial position Nordic Surveillance 4

5 ICELAND Three cases were transferred to the FSA due to suspected market abuse. Trading was halted in fixed income instruments issued by the Housing Financing Fund on two occasions and specific bonds issued by the fund were put on the Observation list. Two issuers received criticism due to potential breach of the disclosure rules. Iceland Íbúðalánasjóður Due to uncertainty regarding the price information of the bonds. Iceland Fljótsdalshérað Uncertainty concerning the issuer's financial position. Iceland HS Orka hf Uncertainty concerning financial restructuring. Iceland Jeratún ehf Uncertainty concerning the issuer's financial position. Iceland Reykjanesbær Uncertainty concerning the issuer's financial position. Iceland Eignarhaldsfélagið Farice Uncertainty concerning the issuer's financial position. Iceland Reykjaneshöfn Uncertainty concerning the issuer's financial position. Iceland Sveitarfélagið Álftanes Uncertainty concerning the issuer's financial position. Iceland FIRST NORTH On November 21, 2012, trading in the shares of TrustBuddy International AB (First North Stockholm) was halted. The trading was resumed later that day with reference to a press release. November 30, 2012, was the last day of trading in the shares of OraSolv AB (First North Stockholm). The shares were delisted at the request of the company. First North Kancera Due to uncertainty about the company's financial situation. Stockholm ChronTech Pharma Due to uncertainty about the company's financial situation. Stockholm Aqualife The company announced it will seek to raise capital as soon as possible in order to generate sufficient capital resources for continued operation of group activities. KIF Håndbold Elite The company has lost more than half of the share capital. Wirtek The company has lost more than half of the share capital. Nordic Surveillance 5

6 CONTACTS Issuer Surveillance Stockholm surveillancedk@nasdaqomx.com (switchboard) Helsinki survo@nasdaqomx.com (switchboard) Island surveillance.ice@nasdaqomx.com (switchboard) Trading Surveillance Stockholm ts@nasdaqomx.com tsc@nasdaqomx.com Helsinki survo@nasdaqomx.com (switchboard) Island surveillance.ice@nasdaqomx.com (switchboard) Nordic Surveillance Nordic Surveillance 6