In a letter dated 30 May 2002, Euronext Amsterdam N.V. ("Euronext") requested a recommendation from the Listing and Issuing Rules Advisory Committee on a possible violation of the Listing and Issuing Rules by the issuer De Vries Robbé Groep N.V. ("De Vries Robbé"). The committee handled this request orally on 9 July 2002, and submitted its recommendation to Euronext on 22 August 2002.
Article 30d of the Listing and Issuing Rules stipulates that issuers of listed shares or depositary receipts issued therefor are required to provide Euronext with all such information as it may deem expedient with a view to the protection of investors or the orderly operation of the market.
In a letter dated 2 April 2002, Euronext's compliance department asked De Vries Robbé for information about a possible share issue mentioned in the issuer's 2000 annual report (dated 5 March 2002). After a reminder was issued, a representative of De Vries Robbé contacted Euronext by telephone on 24 April 2002 to request that the deadline for providing the information be extended to 13 May 2002. Euronext granted this request, but De Vries Robbé failed to supply the information by 13 May 2002, as a result of which it violated article 30d of the Listing and Issuing Rules. The fact that De Vries Robbé sent a written response to Euronext on 14 May 2002 does not mitigate the above, as the response was not provided on time.
Article 28h of the Listing and Issuing Rules stipulates that issuers are required to publish immediately details of any fact or event relevant to the issuer which can be expected to have a material effect on the share price. Further details are contained in Appendix XVII to the Listing and Issuing Rules, which lays down additional requirements for information to be provided to the market in respect of private issues of equities that are already listed. In accordance with Appendix XVII, prior notice of private equity issues must be given to the Director of Trading.
The committee took the view that De Vries Robbé also violated Article 28h in conjunction with Appendix XVII to the Listing and Issuing Rules by failing to inform Euronext's Director of Trading immediately of the resolution taken in its annual general meeting on 17 July 2001 to effect a private placement of 10% of its outstanding shares. The committee believed that this event was of undeniable relevance for the investing public and deemed it incomprehensible that De Vries Robbé waited until much later to publish details of this event.
The committee also decided that De Vries Robbé violated item 11 (section C) of Appendix X to the Listing and Issuing Rules. The passage on control of priority shares that De Vries Robbé included in its annual reports for 2000 and 2001 did not comply with the requirements set by Euronext in section C of Appendix X.
Despite all this, the committee believed that the violations of the Listing and Issuing Rules committed by De Vries Robbé did not provide sufficient grounds to remove De Vries Robbé shares from listing, even when considered together. The current suspension of De Vries Robbé shares from listing is not related to the violations and is due to the fact that the issuer was granted a moratorium on payments.
The committee concluded that with regard to the case presented by Euronext in its request of 30 May 2002, De Vries Robbé Groep N.V. clearly violated article 30d of the Listing and Issuing Rules, article 28h in conjunction with Appendix XVII to the Listing and Issuing Rules, and item 11 (section C) of Appendix X to the Listing and Issuing Rules. Under the circumstances, the committee believed that there are grounds for recommending that Euronext should impose one of the measures referred to in article 65 of the Listing and Issuing Rules, and recommended issuing a severe written warning.
DECISION OF THE MANAGING BOARD OF EURONEXT N.V.
The Managing Board of Euronext endorses the decision of the Listing and Issuing Rules Advisory Committee and has issued De Vries Robbé Groep N.V. with a severe written warning in connection with the violations of article 30d of the Listing and Issuing Rules, article 28h in conjunction with Appendix XVII to the Listing and Issuing Rules, and item 11 (section C) of Appendix X to the Listing and Issuing Rules.
The committee's full decision was published on 20 September 2002 on Euronext's website (www.euronext.com).
