The Disciplinary Committee at Nasdaq Stockholm has tried whether Saab AB (“Saab” or “the Company”) in two different cases has acted in breach of the Nasdaq Stockholm Rulebook for Issuers (“the Rulebook”). In Decision 2020:03, the Disciplinary Committee finds that Saab has acted in breach of the Rulebook, and has therefore ordered the Company to pay a fine of four annual fees, corresponding to an amount of SEK 7,767,039. In Decision 2020:04, the Disciplinary Committee finds that Saab did not act in breach of the Rulebook.
Decision 2020:03
The Disciplinary Committee finds that Saab, in a September 2018 press release regarding a new framework agreement, did not describe the financial implications of the agreement with sufficient details. The company has therefore acted in breach of Item 3.1 in the Rulebook.
According to the Disciplinary Committee, the main rule according to Article 17.1 in MAR and Item 3.1 in the Rulebook, when it comes to delivery and partnership agreements and similar, is that the agreement’s value for the issuer should be included in the information that the issuer discloses in its description of the agreement. The reason for this is that information about the financial value of such agreements typically is particularly important for the public’s ability to evaluate the agreement’s importance for the issuer and its financial instruments. If a fair estimation of the agreement’s value is not included, the reason for it should be described. Such details were not included in Saab’s press release.
The Disciplinary Committee further finds that Saab, in a TV interview in October 2018, in a selective way disclosed information about the value of the agreement disclosed in September 2018. The Company has therefore acted in breach of Item 3.1 in the Rulebook by not publishing the information in line with Article 17 in MAR and Article 2 in the Commission Implementing Regulation.
The Disciplinary Committee finds that Saab, ahead of the interview, did no publish any estimate of the agreement’s value for the Company. In addition, the estimate communicated in the interview was specific enough to draw conclusions about the potential effect on the price on the company’s financial instruments. The estimated value communicated in the interview was thus of specific nature. The estimated value of the agreement for the Company, given the Company’s turnover and financial situation, would normally have a significant effect on the price of the Company’s financial instruments. The information in the statement given in the TV interview was therefore inside information.
Decision 2020:04
The Disciplinary Committee finds that Saab did not act in breach of Item 3.1 in the Rulebook when the Company, in conjunction when its CEO decided to leave the position in August 2019, published information about the CEO’s terminated contract after the Board, two days after the CEO formally communicated his intent to leave, met to discuss certain issues related to the CEO’s departure.
According to the Disciplinary Committee, a public announcement of the CEO’s terminated contract, when it was received by the Chairman of the Board, would have hurt the Company’s legitimate interests. The Board immediately gathered after receiving the news and a Board meeting was held within 48 hours. The decisions the Board had to make in order to disclose correct, relevant and clear information about the CEO’s departure could therefore be made quickly. The inside information was disclosed immediately after the Board meeting, and was thus published in line with Article 17 in MAR.
Detailed descriptions of these matters and the Disciplinary Committee’s decisions can be found here:
https://www.nasdaq.com/solutions/decisions-sanctions-stockholm-2020
Participating in the Committee’s decision were former Supreme Court Justice Marianne Lundius, Supreme Court Justice AnnChristine Lindeblad, Company Director Jack Junel, Lawyer Wilhelm Lüning och Company Director Joakim Strid.