The Disciplinary Committee of NASDAQ OMX Helsinki (the “Exchange”) has imposed a warning to Biohit Oyj (trading code: BIOBV) due to the breach of the Rules of the Stock Exchange. The company did not follow the disclosure requirements in conjunction with the disclosure of the company announcement regarding the sale of business.
The trading in the shares of Biohit Oyj was suspended on October 26, 2011, at 18:13 EET. The reason for the suspension was that the company announcement concerning the sale of business had leaked into the public prior it was officially disclosed. According to the information received by the Exchange, the company announcement of the sale of business was already available on the company’s website at 18:04 EET. Biohit Oyj disclosed a company announcement concerning the sale of business not until October 26, 2011, at 18:52:02 EET.
Pursuant to the report received from Biohit Oyj, the company announcement was available on the company’s website prior to its disclosure due to a programming error caused by the service provider of the company.
The Disciplinary Committee unanimously agrees that the company announcement on October 26, 2011, contained facts that were expected to affect materially the price of the company’s listed securities. The matters intended to be disclosed in the company announcement concerning the sale of business have therefore been available for some investors through certain news providers and other electronic media prior to the disclosure.
According to the Rules of the Stock Exchange, the company shall, without undue delay, disclose information about decisions or other facts and circumstances that are price sensitive (Rule 3.1.1). If a company learns that price sensitive information has leaked prior to a disclosure, the company shall make an announcement regarding the matter. If price sensitive information is given non-intentionally to a third party who does not owe a duty of confidentiality, disclosure shall be made simultaneously (Rule 3.1.4, Information Leaks). Information to be disclosed under the Rules of the Stock Exchange shall be disclosed in a manner that ensures fast access to such information on a non-discriminatory basis (Rule 3.1.5).
The Disciplinary Committee stated that the company announcement concerning the sale of business has not been disclosed simultaneously and without undue delay to all market participants. Therefore Biohit Oyj has violated the Rules of Stock Exchange (Rules 3.1.1, 3.1.4, and 3.1.5). Since the breach concerns one of the key disclosure requirements for issuers, the violation has to be deemed serious. Use of an independent service provider to meet the disclosure requirements does not limit the liability of the company in the matter.
On the other hand, the disciplinary committee considered based on the report submitted that the company’s disclosure arrangements were appropriate as such. The company had been in active contact with the Exchange at the different stages in a process i.a. regarding disclosure matters. The company tried to fulfill its disclosure requirements and act in the careful manner. In addition, the mistake could be seen as an isolated incident resulting from a human error. These factors were taken into account when considering the appropriate sanction.
The Disciplinary Committee found that Biohit Oyj violated the Rules of the Stock Exchange when disclosing the company announcement on October 26, 2011, and imposed a warning to the company.
