NORDIC MONTHLY SURVEILLANCE REPORT MAY 2011

Transcription

1 NORDIC MONTHLY SURVEILLANCE REPORT MAY 2011 STOCKHOLM Issuer Surveillance Securitas AB published on May 16 th, 2011 a press release with information about a public offer to the shareholders in Niscayah Group AB. With reference to the public offer NASDAQ OMX Stockholm AB decided to give the shares in Niscayah Group AB observation status with effect from May 16 th, NASDAQ OMX Stockholm has issued criticism towards nine companies on the Main Market. The companies were criticized for not having published a notice of Annual General Meeting in accordance with rule of the Rule Book for Issuers. Trading Surveillance Six cases have been reported to the Swedish Financial Supervision Authority during the month, in accordance with the Exchange s obligation to refer matters of suspected market abuse. All cases concerned suspected illegal insider trading. The Exchange has issued criticism towards two members regarding orders in relation to corporate actions. The members had placed orders not adjusted to the new terms of trading in the opening call. The Exchange has during the month been in contact with four members regarding excessive order placement in different order books. The Exchange has asked the members for the reasons for the order placement and if the orders were placed by mistake, for means to prevent it from happening again. Surveillance of financial reporting 2011 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) 11 (15) 0 (0) 0 (3) 0 (1) 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 N.A. 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. Nordic Surveillance 1

2 Decisions from the Disciplinary Committee The Disciplinary Committee has found that in three instances the former listed company HQ AB has contravened the rules of the Rulebook for Issuers in respect of compliance with the International Financial Reporting Standards, which are standard practice and adopted by the EU as the international standard for reporting by listed companies. Accordingly, HQ AB is ordered to pay a fine of five annual fees. In the case in question, the Disciplinary Committee found that it must be taken into account that HQ has been delisted and that it now has a completely different market value. In view of this, the Disciplinary Committee ruled that each annual fee should be considered to correspond to half of the annual fee that the company most recently paid to the Exchange. Accordingly, the Disciplinary Committee ordered HQ to pay a fine of SEK 480,000. The Disciplinary Committee of the Exchange has ruled on May 25 th, 2011 that the members UBS Limited, Carnegie Investment Bank AB and Skandiabanken AB have violated clause of the NMR in combination with clauses 4.9.3, and of the NMR. The violation is in relation to the corporate action of SeaNet Maritime Communications AB the January 24 th, The members placed orders to terms that deviated from the current market value of trading and failed to remove them after contact from the Trading Surveillance. The trading members actions gave rise to serious disruptions of trading in the share and the Exchange thus decided to cancel trades and to suspend trading in the share. The Disciplinary Committee of the Exchange ruled a SEK fine for each of the members. HELSINKI The shares of Tekla Corporation were transferred to the observation segment, because Trimble Navigation Ltd published a stock exchange release, where it announced that it will acquire control in Tekla Corporation and make a public tender offer for all the shares in Tekla Corporation. The shares of Innofactor Plc were removed from the observation segment, when the reversed split became valid in the trading system. One case of suspected misuse of insider information was handed over to the Finnish Financial Supervisory Authority. Observation status Helsinki Company Date Reason GeoSentric Oyj Uncertainty concerning the company's financial situation Salcomp Oyj Redemption of minority shareholders' shares and intention to apply for delisting. Tekla Oyj The company is subject to a public offer. COPENHAGEN NASDAQ OMX Copenhagen has given a reprimand to Tower Group A/S as the company did not publish its yearly report within three months from the expiry of the reporting period, cf. rule in Rules for issuers of shares. The exchange furthermore reprimanded the company for only having published a significant decrease in the company s result immediately before the disclosure of the yearly report, when the management of the company should have been aware of this at a much earlier stage cf. rule in Rules for issuers of shares. The trading in Danisco A/S was suspended on request from the company, as the result of a tender offer would be published later the same day. The trading was resumed according to a normal auction procedure after the result was published. Nordic Surveillance 2

3 Matching halt was made in 9 Sparinvest funds as it was decided to merge some of the sub-funds. The trading was resumed after the changes had taken effect. Greentech Energy Systems A/S has been given observation status as the company has announced that they have signed an agreement with GWM Renewable Energy to combine the two groups. Holdingselskabet af 1958 A/S retains observation status as the company after the contribution of the activities from DK Company A / S does not comply with section in the exchange's listing requirements for liquidity and distribution. Observation status Copenhagen Company Date Reason Spæncom Awaits announcement relating to the public offer on the company Holdingselskabet af Under liquidation Newcap Holding Uncertainty concerning the company's financial situation Schaumann Properties Uncertainty relating to going concern. SCF Technologies Uncertainty concerning the company's financial situation Rovsing The company has lost more than half of the share capital. Green Wind Energy A/S Uncertainty concerning the company's financial situation Scandinavian Properties A/S Uncertainty relating to going concern. DK Trends Invest A/S The Board has proposed a liquidation of the company Danisco The company has announced that E. I. du Pont de Nemours has undertaken to submit a public offer to the shareholders of Danisco A/S. Tower Group The company has announced that the company's going concern is dependent upon the successful completion of the planned rights issue. Aarhus Lokalbank Uncertainty concerning the company's financial situation Sanistål Uncertainty about the company's capital structure. KIF Håndbold Elite (FN) Uncertainty concerning the company's financial situation Spar Nord Formueinvest Proposed liquidation of the company Danionics Uncertainty concerning the company's financial situation Aqualife (FN) Uncertainty concerning the company's financial situation Euroinvestor.com Saxo Bank announced intention to make mandatory offer to the shareholders of the company. Greentech Energy Systems A/S The company has anoounced that they have signed an agreement with GWM Renewable Energy to combine the two groups. ICELAND A bond issuer was given a non-public reprimand for not publishing its annual accounts as soon as possible. A bond issuer received criticism for not making public information on a credit rating as soon as possible. One case was transferred to the Icelandic FSA because of suspicion of market manipulation. Nordic Surveillance 3

4 Observation status Iceland Company Date Reason Sveitarfélagið Álftanes Uncertainty concerning the issuer's financial position Reykjaneshöfn Uncertainty concerning the issuer's financial position Eignarhaldsfélagið Farice Uncertainty concerning the issuer's financial position Reykjanesbær Uncertainty concerning the issuer's financial position HS Orka hf Uncertainty concerning financial restructuring Jeratún ehf Uncertainty concerning the issuer's financial position N1 hf Uncertainty concerning financial restructuring FIRST NORTH International Game Technology published on May 5 th, 2011 a press release with information about a public offer to the shareholders in Entraction Holding AB. With reference to the public offer NASDAQ OMX Stockholm AB decided to give the shares in Entraction Holding AB observation status with effect from May 5 th, PS Holding i Ulricehamn AB published on May 6 th, 2011 a press release with information about a mandatory public offer to the shareholders in Precomp Solutions AB. With reference to the mandatory public offer NASDAQ OMX Stockholm AB decided to give the shares in Entraction Holding AB observation status with effect from May 6 th, Symphony Technology Group published through Sweden Acquisition Corp. ( STG ) on May 17 th, 2011 a press release with information about a public offer to the shareholders in IBS AB. With reference to the public offer NASDAQ OMX Stockholm AB decided to give the shares in IBS AB observation status with effect from May 17 th, The observations status of the shares of Zeeland Oyj (former Eirikuva Digital Image Oyj Abp) was removed, when the merger between the two companies was finalized and the new listing application had been approved. Nordic Surveillance 4

5 Observation status First North Company Date Market Reason Allokton AB Stockholm Due to uncertainty concerning the company's financial situation. The statues was updated due to financial restruction. Svenska Capital Oil AB Stockholm Due to uncertainty concerning the company's financial situation SRAB Shipping AB Stockholm Netrevelation AB Stockholm Lawson Software Inc Stockholm Announced need for a control balance sheet due to uncertainty regarding the financial status of the company. Due to annonuncment that the company plans to conduct a reverse acquisition of an industrial company and sell the existing operations to Mycab International. The transactions are conditional upon approval of the Extraordinary General Meeting. Infor and Golden Gate Capital has published a press release with information about a public offer. ChronTech Pharma AB Stockholm Due to uncertainty concerning the company's financial situation Emitor Holding AB Stockholm Precomp Solutions Aktiebolag Stockholm Announced an agreement regarding purchase of all the shares in Selena Oil & Gas AB and that the Company intends to distribute its existing business, the shares in Emitor AB, to its shareholders. The intention of the Company is, in conjunction with the transaction, to change its business focus and to change name to Selena Oil & Gas Holding AB. PS Holding i Ulricehamn AB announced an upcoming mandatory offer to the shareholders of the company. Tretti AB Stockholm CDON Group AB has published a press release with information about a public offer. Entraction Holding AB Stockholm Precomp Solutions AB Stockholm IBS AB Stockholm International Game Technology announced a public offer to the shareholders of the company. PS holding I Ulricehamn AB announced a mandatory public offer to the shareholders of the company. Symphony Technology Group Technology announced a public offer to the shareholders of the company. Nordic Surveillance 5

6 CONTACTS Issuer Surveillance Stockholm Copenhagen surveillance@nasdaqomx.com Helsinki isf@nasdaqomx.com (switchboard) Iceland surveillance.ice@nasdaqomx.com (switchboard) Trading Surveillance Stockholm ts@nasdaqomx.com Copenhagen tsc@nasdaqomx.com Helsinki tsf@nasdaqomx.com (switchboard) Iceland surveillance.ice@nasdaqomx.com (switchboard) Nordic Surveillance 6