The Disciplinary Committee of NASDAQ OMX Stockholm AB (“the Exchange”) has ruled that the listed company HQ AB (“HQ”) on two occasions has breached the Exchange's rules and regulations governing public information and the disclosure of information to the stock market. Accordingly, HQ has been ordered to pay a fine of three annual fees.
HQ has undertaken to comply with the Exchange's rules and regulations for issuers applying at any given time, both on the date on which the company's shares are admitted for trading and on a continuous basis after the listing has been approved. On October 19, 2010 the Exchange approved HQ's application for delisting from the stock exchange and decided that the last day of trading of the company's shares on the Exchange would be November 26, 2010. However, the rules and regulations apply during a period of one year following a delisting if the violation occurred during the time of listing. According to the Exchange's rules and regulations, a listed company must implement and uphold the requisite procedures and systems for disclosing information, including systems for financial reporting. The information disclosed must be accurate, relevant and clear and may not be misleading. Information that is price sensitive must be disclosed as soon as possible.
Delay in information about the settlement of the HQ's trading portfolio The Disciplinary Committee has found that HQ has breached the Exchange's rules and regulations (rule 3.1.1) governing the disclosure of information to the stock market by delaying the disclosure of information about the wind down of HQ's trading portfolio. Regarding disclosure of information about the reasons for the wind down of the trading portfolio, the Disciplinary Committee rules that this is not considered to have constituted a violation of the rules and regulations.
Questions concerning the sale of HQ Funds
The Disciplinary Committee has found that HQ has breached the Exchange's rules and regulations (rule 3.1.2) governing the disclosure of information to the stock market when HQ failed to clearly communicate whether the transfer of HQ Funds was conditioned by the extraordinary general meeting's approval or not. The Disciplinary Committee does not rule that HQ has breached the rules and regulations when informing about the repurchase options for HQ funds. Although, the Disciplinary Committee points out that it would have preferred that information regarding the repurchase option had been clearer and more precise. Further, the Disciplinary Committee does not rule that HQ Bank breached the Exchange's rules and regulations about related party transactions.
The Disciplinary Committee has ruled that HQ breached the Exchange's regulations governing public information and the disclosure of information to the stock market. Accordingly, the Disciplinary Committee has ruled that HQ must pay a fine of 576 000 Swedish kronor, corresponding to three annual fees. In this specific case, the Disciplinary Committee has considered the fact that HQ has been de-listed and that the market value has substantially changed. Therefore, the Disciplinary Committee has ruled that each annual fee shall correspond to half of what the company paid per year, in total 288 000.
The full ruling of the Disciplinary Committee can be downloaded at: http://www.nasdaqomx.com/listingcenter/nordicmarket/surveillance/surveillancepag eengswe/?contentId=29646