The committee found that DNC had manifestly breached Article 29, paragraph 7, of the Listing and Issuing Rules by failing to mention in its half-yearly report (published on 27 August 1999) the existence of the "exit scenario" agreed with the shareholders of VCKG on 30 June 1999, and the related put/call options. In this connection, the committee attached significance to the following circumstances: (i) that DNC was not engaged in any activities of its own at the time of the planned takeover of VCKG; (ii) that DNC's potential losses in the event that the takeover did not take place would be significant; (iii) that the agreed exit scenario was rather unusual; and (iv) that DNC should have made it clear in the half-yearly report that the financing of the takeover would not necessarily be without problems.
In light of the Listing and Issuing Rules Advisory Committee's opinion that Article 29 of the Listing and Issuing Rules had been breached, the committee was not required to investigate the matter of the alleged violation of Article 28, paragraph h, of the rules. The committee has advised Euronext to serve DNC with a written warning.
On the basis of the advice issued by the Listing and Issuing Rules Advisory Committee, the management of Euronext has decided that DNC committed a serious breach of the relevant provision of the Listing and Issuing Rules, and that DNC will be served with a written warning. The full text of the decision reached by the Listing and Issuing Rules Advisory Committee will be published on Euronext's website (www.euronext.nl).
