Sign On
Sign On stated in a new issue prospectus dated April 30, 2002, ahead of its forthcoming listing on Stockholmsbörsen, that the company's capital requirement for its continuing operations amounted to a maximum of SEK 12 million during the 12-month period immediately ahead. After the company's initial listing on June 27, 2002 Sign On reported the following, among other information:
Proceeds (before issue costs) from the new share issue of May 2002: SEK 26.0 M (press release, May 30) Liquid assets and current receivables June 30, 2002: SEK 25.7 M (H1 report, Aug 28) Liquid assets September 30, 2002: SEK 6.5 M (interim report, Oct 31)
No specific information about the change in the company's liquid assets had been published prior to the interim report distributed on October 31. The Disciplinary Committee found that Sign On should have provided information about the changed situation much earlier than on October 31, due to the sharp discrepancy compared with the forecast regarding the company's capital requirement found in the new issue prospectus. By failing to provide the information earlier, the company was in breach of the listing agreement's requirement concerning the obligation to provide immediate information about events that have an impact on the share price - the so-called general clause. In the comments on the general clause, it is stipulated that continuous changes in a company's revenues and costs may, in certain cases, also give rise to the disclosure requirement. This can be said to be the case if the company's earnings trend during a quarter significantly differs from the impression of the company's situation that was created by previously published information. The same requirement also arises if, for example, the company's order bookings indicate such a change.
The Disciplinary Committee also found that Sign On had breached the listing agreement by providing incomplete information in the interim report of September 30, 2002 regarding the business relationship with a related company. In this report, information was provided about Sign On's acquisition of software rights and of certain shares. However, nothing was said about the fact that Sign On's payment took the form of the offsetting of a receivable that arose when Sign On undertook to account for the seller's - a company owned by two of the principal owners of Sign On - rental debts totaling SEK 4.6 million. According to the Disciplinary Committee, the information provided in the interim report did not fulfill the listing agreement's requirement that information from a listed company must be correct, relevant and reliable.
The Disciplinary Committee ruled that Sign On must pay a fine corresponding to three annual fees, or SEK 288,000.
Intellecta
On 26 occasions during the period November 1 - December 13, 2002, Intellecta failed to report to the Exchange that the company had purchased its own shares. The Disciplinary Committee found that the company had therefore breached the rules governing the repurchase of shares as stipulated in the Act concerning trading in financial instruments and the Swedish Industry and Commerce Stock Exchange Committee's recommendation concerning the purchase and sale of a company's own shares. The fact that the company had commissioned a bank for the management and reporting of the repurchases could not relinquish the company of its responsibility for the faults that had been committed.
The Disciplinary Committee ruled that Intellecta must pay a fine corresponding to one annual fee, or SEK 192,000.
