NORDIC SURVEILLANCE QUARTERLY REPORT

Transcription

1 NORDIC SURVEILLANCE QUARTERLY REPORT January-March 2015 The exchange rules as well as the methodology of the surveillance are in substance harmonized between the Nasdaq 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 as relevant in each local jurisdiction. STOCKHOLM Surveillance An organizational change has taken place as of April 1, 2015, whereas Karin Ydén has been appointed Head of Surveillance. Karin has been a senior member of the Surveillance team for five years. A complete description of disciplinary proceedings and market interventions conducted by the surveillance department in is available in the Appendix. Trading Surveillance Referrals on suspected market abuse Twelve cases have been reported to the Swedish FSA during the first quarter in accordance with the Exchange s obligation to refer matters of suspected market abuse. Four of these cases concerned suspected illegal insider trading and eight cases concerned suspected market manipulation. HELSINKI A complete description of disciplinary proceedings and market interventions conducted by the surveillance department in is available in the Appendix. Eight cases of suspected misuse on insider information and three cases of suspected market manipulation have been reported to the Finnish FSA during the first quarter. COPENHAGEN Public Euroinvestor.com A/S The company announced significant changes to the expectations to its revenue and profit for the year. From the announcement it appeared that the reason for the changed expectations among other things was because the company had taken over two companies which now were included fully as a part of the consolidated results. NORDIC SURVEILLANCE 1

2 Nearly a month before the announcement of changed expectations, the company published the acquisitions of equity interest in the two companies. It appears from item in the Rules for issuers of shares that an acquisition or a sale of a company or business which is price sentive shall be disclosed. The disclosure shall include: purchase price, unless special circumstances exists; method of payment; relevant information about the acquired or sold enitity; the reasons for the transaction; estimated effects on the operation of the company; the time schedule for the transaction; and any key terms or conditions that apply to the transaction, especially when such may affect the validity of the transaction. I appears from the commentary to the rule that in conjunction with corporate actions, specific requirements are imposed regarding the completeness of information. Based on the information disclosed about a transaction, the market participants should be able to assess the financial effects of the acquisition or sale as well as the effects on the operation of the company and the effect on the price or value of the company s securities. Based on correspondence with the company, the Exchange took into account: that the company already had a stake of about 50% of the two subisidiaries, that the company had information about the expected budget and expected turnover for several years to come, and that the transaction is considered to be significant for the company as the target company represents a significant position of the consolidated revenue. Based on the above, it was the opinion of the Exchange that the company did have sufficient knowledge about the two subsidiaries to assess the effects of the transactions. The Exchange found that the announcement concerning acquisition of equity interest should have contained information about the expected effects on the company s operation, including the effect on the income statement or balance sheet, in accordance with item in Rules for issuers of shares, and therefore the Exchange ed the company. A complete description of disciplinary proceedings and market interventions conducted by the surveillance department in is available in the Appendix. ICELAND A complete description of disciplinary proceedings and market interventions conducted by the surveillance department is available in the Appendix. NORDIC SURVEILLANCE 2

3 FIRST NORTH Disciplinary Decision AVTECH Sweden AB On March 16, 2015, the Disciplinary Committee of NASDAQ OMX AB found that AVTECH Sweden AB, listed on, had contravened the Nordic Rulebook (the Rulebook ) in respect of the disclosure rules. The company was issued a warning. AVTECH Sweden AB was considered to have violated item 4.2 (a) of the Rulebook since information disclosed by the company through a press release about a significant contract was not considered to be sufficiently comprehensive as it did not include information about the contract value. The company was also considered to have violated item 4.2 (d) of the Rulebook as the company s CEO provided more details about the contract in an interview published in an article. On July 11, 2014, AVTECH Sweden AB issued a press release with information about a contract with the largest carrier in the USA in terms of originating domestic passangers boarded. The press release did not include information about the contract value, since the company was unable to reveal this pursuant to a non-disclosure agreement with the counterparty and competitive reasons. The disclosure had been preceded by contacts between the company and the Exchange. In these contacts the company was informed that the press release must be sufficiently detailed to enable an assessment of the information s significance to the company, its financial results or the price of the company s securities. The Exchange informed that the contract value was such information that must be disclosed. On September 1, 2014, an article was published based on an interview with AVTECH Sweden AB s CEO. In the article, the CEO gave details regarding when the contract would be reflected in the company s sales. Following the publication of the article, and after being urged to do so by the Exchange, the company issued a press release with the information provided in the interview. The Disciplinary Committee stated that the company had placed itself in a precarious situation by entering into an unconditional non-disclosure agreement and that, as concluded several times before, listed companies are not permitted to commit themselves to non-disclosure agreements that prevent them from providing information that is of relevance to the stock market. The Discilinary Committee further stated that it is standard practice to indicate an approximate contract vaule, and that it would have been possible to calculate such a value in this particular case, even though it would have been necessary to state that the value was subject to certain reservations. The press release issued on July 11, 2014 was therefore considered to be incomplete and in violation with the Rulebook. As regards the interview with AVTECH Sweden AB s CEO, the Disciplinary Committee stated that the company had not previously explicitly announced that its sales would be affected by the contract at a certain point of time. The company was therefore deemed to have been in violation with the Rulebook by revealing such details in the interview. After considering certain extenuating circumstances, the Disciplinary Committee found, subject to some doubt, that the company s violations could be seen as less serious, and decided that the sanction could be set as a warning. A detailed description of the matter and the Disciplinary Committee s decision has been published on: MMITTEE/DECISIONS/ A complete description of disciplinary proceedings and market interventions conducted on is available in the Appendix. NORDIC SURVEILLANCE 3

4 APPENDIX Reprimands and sanctions towards issuers, members and certified advisers /Member/CA Category Month MM or FN Reason AVTECH Sweden AB Dantax Viborg Håndbold Klub Oniva Online Group Europe AB Euroinvestor Disciplinary Committee Decision Public Reprimand Public Reprimand Disciplinary Committee Decision Public Reprimand March March March March March Described in section " " above. One issuer received a non-public, because the corporate goverance statement was incomplete. The company did not include relevant contract terms in accordance with the rules when disclosing information about the contract. The company s interim report was not disclosed as soon as possible after the board approval, cf. rule in Rules for issuers of shares. For disclosing price sensitive information to a journalist without simultaneously informing the market, cf. rule in Rules for issuers of shares. On 25, 2015, the Disciplinary Committee of NASDAQ OMX AB found that the company had contravened the Nordic Rulebook on three separate occasions. The company was ordered to pay a fine equal to twice the company's annual fee to the Exchange. The issuer did not request changes to the listing of its financial instruments in due time. The notice to attend the general meeting was brought in a newspaper prior to the disclosure of the notice from the company, cf. section of Rules for issuers of shares. For not publishing the development of the annual general meeting immediately after close of the annual general meeting, in accordance with the Rules for issuers of shares rule and rule An announcement regarding acquisition of equity interest should have contained information about the expected effects on the company s operation cf. rule in Rules for issuers of shares. NORDIC SURVEILLANCE 4

5 The company failed to disclose a notice to attend general meeting in accordance with the rules. The company failed to disclose a notice to attend general meeting in accordance with the rules. The company failed to contact the January Exchange or the Certified Adviser of circumstances that might necessitate a trading halt. Member January The member reported trades for testing purposes, that did not constitute genuine trades. Trading halts Company Date MM or FN Reason Aspiro AB Aspiro AB Aspiro AB Halted in order to ensure that all market participants had time to assimilate relevant information. Halted in order to ensure that all market participants had time to assimilate relevant information. Halted in order to ensure that all market participants had time to assimilate relevant information. Dannemora Mineral AB Declared bankrupt Dome Energy AB Nuna Mineral Vaahto Group Oyj Nordea Invest Sydinvest Jyske Invest Danske Invest Danske Invest Jyske Bank invest Danske Invest Nordea Invest Alm Brand Nykredit Halted in preparation for announcement due to risk of leakage. Halted in preparation for announcement of clarifying information. The trading was halted due to suspected leakage of price sensitive information. NORDIC SURVEILLANCE 5

6 3 Alm. Brand Lån & Spar Danske Invest SYIEU Sparinvest Observation status Nordics Company Date Reason Tecnotree Oyj Cencorp oyj Turvatiimi Oyj Ixonos Oyj Dome Energy AB Axis AB Aspiro AB Rella Holding Admiral Capital The company has initiated an extensive change in its organization. offer The company has announced that they expect to enter into voluntary liquidation. Rasta Group AB Applied for delisting. Subject to Jensen & Møller Invest compulsury A/S remdemption. Phone Family AB Incap Oyj MM or FN End date Reason for removal Takeover offer was announced to be completed. Completion of voluntary tender offer Delisted Delisted Takeover offer was announced to be completed. NORDIC SURVEILLANCE 6

7 Trainers' House Oyj The company has Comendo A/S signed a conditional agreement regarding the sale of all operational activities. Nørresundby Bank A/S DIBS Payment Services AB Delisted Takeover offer SSK Suomen Säästäjien Kiinteistöt Oyj was announced to be completed. Sanitec Oyj Delisted Ríkisútvarpið ohf issuer's financial position. Header Compression Sweden Holding AB Subject to a reverse takeover Reverse takeover was completed. PA Resources AB Vacon Oyj Subject to a public takeover offer Oy Danfoss Ab. The company has signed an agreement Auriga Industries A/S to sell its wholly owned subsidiary Cheminova A/S to FMC Corporation Agrokultura AB Subject to a mandatory takeover Delisted Østjydsk Bank A/S ChronTech Pharma AB Reitir II ehf concerning covenants in loan agreements of the issuer fulfilled covenants in loan agreements after refinancing Sievi Capital Oyj NORDIC SURVEILLANCE 7

8 Nunaminerals A/S TORM A/S Viborg Håndbold Klub A/S Takoma Oyj company's financial situation. Talvivaara Oyj company's financial situation. There is no longer is Danske Andelskassers Bank A/S substatial uncertainty regarding the company's financial situation Dannemora Mineral AB Delisted Nordicom A/S The annual Blue Vision A/S report and the company has restored its share capital. Vestjysk Bank A/S Proposal to liquidate Luxonen S.A the company. Moved from to per ForestLight Entertainment AB The company plans Victoria Properties A/S to make an extensive change in its business. Fljótsdalshérað issuer's financial position. NORDIC SURVEILLANCE 8

9 KIF Håndbold Elite A/S HS Orka hf concerning financial restructuring. Jeratún ehf issuer's financial position. Reykjanesbær issuer's financial position. Reykjaneshöfn issuer's financial position. NORDIC SURVEILLANCE 9

10 CONTACTS Surveillance STOCKHOLM COPENHAGEN SURVEILLANCEDK@NASDAQ.COM (SWITCHBOARD) HELSINKI SURVO@NASDAQ.COM (SWITCHBOARD) ISLAND SURVEILLANCE.ICE@NASDAQ.COM (SWITCHBOARD) Trading Surveillance STOCKHOLM TS@NASDAQ.COM COPENHAGEN TSC@NASDAQ.COM HELSINKI SURVO@NASDAQ.COM (SWITCHBOARD) ISLAND SURVEILLANCE.ICE@NASDAQ.COM (SWITCHBOARD) Nordic Surveillance NORDIC SURVEILLANCE 10