NORDIC MONTHLY SURVEILLANCE REPORT MAY 2012

Transcription

1 NORDIC MONTHLY SURVEILLANCE REPORT MAY 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. STOCKHOLM Issuer Surveillance One company on the main market was criticized for not having disclosed information sufficiently comprehensive to enable a correct assessment of an order. The announcement did not describe the financial effects of the order. NASDAQ OMX Stockholm found that the company thereby had breached (Correct and relevant information) in the Rule Book for Issuers. One company on the main market was criticized for not having disclosed price sensitive information. The company should have provided information related to a significant deviation from a previously issued forward looking statement regarding production. NASDAQ OMX Stockholm found that the company thereby had breached (General provision) in the Rule Book for Issuers. The trading in AB Sagax was halted on May 30, 2012 due to technical reasons in connection change of short name and ISIN-code. The trading was resumed on May The shares in Brinova AB were given observation status on May 18, 2012, as a result of a mandatory offer made by Backahill Holding AB. Stockholm Brinova AB The company is subject to a mandatory offer. Stockholm Jeeves Information Systems AB The company is subject to a public offer. Stockholm Aspiro AB The company is subject to a public offer. Stockholm Dagon AB The company is subject to a public offer. Stockholm Decisions from the Disciplinary Committee The Disciplinary Committee of NASDAQ OMX Stockholm AB (the Exchange ) has found that the listed company Transcom WorldWide S.A. ( Transcom ) has been in breach of the Exchange s rules and regulations for issuers in respect of the information the company has provided to the stock market. The matter in question concerned the disclosure of information regarding a tax audit carried out by the Italian Tax Authority in respect of the financial years and the subsequent cases in Italian courts. Nordic Surveillance 1

2 Transcom was found to have breached the procedures for disclosure of information which is reasonably expected to affect the price of the company s securities. At latest on July 6, 2010 when the Tax Court of first instance had initially ruled on the financial year 2003, it was found that there must have been apparent that Transcom was exposed to the risk of having to pay a significant amount to the Tax Authorities pertaining to one or several of the financial years This information was deemed to be reasonably expected to affect the price of Transcom s securities, regardless of whether Transcom found the assessments unjustified and irrespective of whether the assessments were in the public domain or not. In the Committee s opinion, Transcom should have informed about the risk some days after July 6, 2010 at the very latest. Especially taking into consideration that the company had not disclosed any information at that time, it should have informed about the Court of Appeal s ruling much earlier than it did. For violating Section of the Rulebook, the Disciplinary Committee required Transcom WorldWide S.A.to pay a fine to NASDAQ OMX Stockholm in an amount corresponding to three times of its annual fee to the Exchange. A comprehensive description of the matter and the Disciplinary Committee s ruling has been published on: ittee On May 16 the Disciplinary Committee of the Exchange imposed a sanction on Morgan Stanley & Co. International Plc, regarding an incident that had taken place on November 30, Immediately after opening of the market that day Morgan Stanley sent a very large numbers of orders to trade in four different order books and extraordinary numbers of trades were executed. Since the trading appeared to be unintentional the Exchange sought contact with Morgan Stanley but was unable to reach the persons responsible for the trading. After 11 minutes the trading was stopped but in the meantime around trades had been executed where both the buyer and the seller was the client of Morgan Stanley. It was later confirmed that the order flow was the result of a malfunction in an execution algorithm applied by Morgan Stanley s client. The Disciplinary Committee concluded that Morgan Stanley had failed to properly apply a correct trader ID for the order flow and that it thereby had not properly informed the Exchange about the type of order flow sent through the trader ID used and that the contact information supplied for the trading flow was inaccurate. The Committee also concluded that the orders that were sent and that generated the trades where no change in beneficial ownership took place could not be considered to constitute genuine orders. Morgan Stanley was ordered to pay SEK in fines. A comprehensive description of the matter and the Disciplinary Committee s ruling has been published on: ittee Trading Surveillance Six 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. Three of these cases concerned suspected illegal insider trading and the other three cases concerned suspected market manipulation. Two members were contacted during the month regarding situations where they had sent very large numbers of orders for very small quantities in certain order books. The series of small executions that were generated as a result of the order flow gave rise to unnecessary cost for market participants. After being approached about the problem, the members changed their practices. Surveillance of financial reporting 2012 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. Nordic Surveillance 2

3 Category Annual report (shares) 0 (0) 0 (2) 0 (0) 0 (0) Interim reports (shares) N.A. 0 (0) 0 (0) 0 (0) Annual reports (bonds) 0 (0) 0 (0) 0 (0) 0 (0) Interim reports (bonds) N.A. 0 (0) 0 (0) 0 (0) Follow-up / other cases 5 (5) 0 (0) 0 (0) 0 (0) Category 1 - no remarks. Category 2 - remark regarding disclosure. Category 3 - criticism. Category 4 - statement of reprimand transferred to the disciplinary committee. HELSINKI One listed company was given a reprimand for not having disclosed stock exchange releases without undue delay. The observation status of the shares in Tectia Oyj has been removed as the public tender offer on the company has ended. One case of possible market manipulation was forwarded to the Finnish FSA. Helsinki Aldata Solution Oyj The company is subject to a public offer. Helsinki GeoSentric Oyj Uncertainty concerning the company's financial situation. Helsinki COPENHAGEN NASDAQ OMX Copenhagen has reprimanded Møns Bank A/S as the company did not disclose the chairman of the board s resignation from the board of directors prior to the company s general meeting, cf. rule in Rules for issuers of shares. NASDAQ OMX Copenhagen has given a reprimand to Sydbank A/S as the company did not disclose a board member s resignation from the board of directors prior to the company s general meeting, cf. rule in Rules for issuers of shares. NASDAQ OMX Copenhagen has given a reprimand to Tower Group A/S as the company did not disclose the annual report within the time limit cf. rule in Rules for issuers of shares. The exchange reprimanded a company as the company s notice to attend the general meeting was not disclosed in accordance to the rule in Rules for issuers of shares. A matching halt was made in two Danske invest funds due to a technical problem. The trading was resumed after the problem was resolved. Nordic Surveillance 3

4 The shares in Össur hf. were given observation status as William Demant Invest A/S decided to make a voluntary public offer for shares in Össur hf. The shares in Affitech A/S were given observation status as the company has applied for delisting. The observation status of shares in Berlin III was removed as the company published the result of the conditional buyback-offer submitted on April 27, Copenhagen Affitech The company has applied for delisting. Copenhagen Õssur hf The company is subject to a public offer. Copenhagen Thrane & Thrane The company is subject to a public offer. Copenhagen Nordic Shipholding A/S Due to uncertainty about the company's financial situation. Copenhagen Sparekassen Lolland A/S Due to uncertainty about the company's financial situation. Copenhagen Totalbanken A/S Due to uncertainty about the company's financial situation. Copenhagen Erria A/S Due to uncertainty about the company's financial situation. Copenhagen TORM A/S Due to uncertainty about the company's financial situation. Copenhagen DKTI The company has announced that SmallCap Denmark A/S has signed a conditional agreement with a group of investors concerning Copenhagen the sale of its shares in DKTI A/S. Danionics Uncertainty concerning the company's financial situation. Copenhagen Tower Group The company has announced that the company's going concern is dependent upon the successful completion of the planned rights issue. Copenhagen SCF Technologies Uncertainty concerning the company's financial situation Copenhagen Udviklingsselskabet af Uncertainty concerning the issuer's financial position Copenhagen Rovsing Uncertainty concerning the issuer's financial position Copenhagen ICELAND One issuer was criticized for not publishing its annual accounts as soon as possible. Iceland Össur hf The company is subject to a public offer 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 Nordic Surveillance 4

5 FIRST NORTH NASDAQ OMX Copenhagen has given a reprimand to Danventures A/S, as the company did not publish the relevant details concerning the acquisition of an equity holding, as a minimum the purchase price, how the acquisition was financed, and the impact on the company s expectations for the earnings NASDAQ OMX Copenhagen has given a reprimand to Beierholm A/S, because they as Certified Adviser for a company, did not adequately make sure that the company complied with the disclosure requirements and hence; did not publish the relevant details regarding the acquisition of the equity holding including as a minimum the purchase price, how the acquisition was financed, and the impact on the company s expectations for the earnings 2012, did not publish the annual report for 2011 immediately after it had been approved by the company s board, did not publish the annual report within the deadline, which is three months from the expiry of the reporting period. NASDAQ OMX Copenhagen has given a reprimand to Aqualife A/S as the company did not disclose the annual report within the time limit cf. rule 4.6 (c) in Rulebook for First North. NASDAQ OMX Copenhagen has given a reprimand to European Wind Investment A/S as the company did not disclose the company s annual report 2011 to the market as soon as possible after the board of directors had approved the annual accounts. NASDAQ OMX Copenhagen has given a reprimand to EgnsINVEST Ejendomme Tyskland A/S as the company did not disclose the company s annual report 2011 to the market as soon as possible after the Board of Directors had approved the annual accounts. NASDAQ OMX Copenhagen has reprimanded Advizer A/S twice, as they in the role of Certified Adviser for two companies did not make sure that the companies disclosed their annual reports as soon as possible after the approvals by the Board of Directors ; cf. Rulebook for First North, rule 5.2. Three companies on First North Stockholm were criticized for not having disclosed the notice to attend the general meeting in accordance with the First North Rulebook, p. 4.2 (d) and p. 4.9 (a). The notice to attend the general meeting was disclosed in a press release the same day as the notice was published in the news paper and after trading had commenced. Thus the notice to attend the general meeting had therefore not been properly disclosed. The shares of Powerflute Oyj (First North Helsinki) were transferred to the observation segment as the company applied for delisting of its shares from First North. First North MM or FN Axlon Group AB Due to uncertainty about the company's financial situation. Stockholm First North Resurs Bemanning CNC AB The company is subject to a public offer. Stockholm First North Cassandra Oil AB (prev. Factum Due to uncertainty about the company's financial situation and Electronics Holding) planned change of business. Stockholm First North The company announced it will seek to raise capital as soon as Aqualife possible in order to generate sufficient capital resources for continued Copenhagen First North operation of group activities. KIF Håndbold Elite The company has lost more than half of the share capital. Copenhagen First North Danventures Uncertainty concerning the company's financial situation. Copenhagen First North Wirtek The company has lost more than half of the share capital. Copenhagen First North Nordic Surveillance 5

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