Against a backcloth of leaks to the daily press in the period 24 to 28 September, speculation arose in the market as to whether the company was in need of capital and was planning an imminent stock issue. As from the pre-market session on 25 September, Oslo Børs was in touch with Fjord on a daily basis in this connection. The company asserted in these conversations that it had no concrete issue plans or other information that the company was obliged to notify to the market. On 27 September the company reported that it would be considering talks with a view to a strategic alliance and/or a stock issue, and on 28 September the company announced the board's decision to recommend a stock issue to the general meeting and that the issue was underwritten.
Based on the documentation presented by Fjord Seafood, the Oslo Børs Board concludes that three contraventions were committed that warrant imposition of a contravention penalty. In the first place, Fjord Seafood provided, in response to Oslo Børs's enquiry, incomplete and in some respects incorrect information about the company's work on the stock issue in the above-mentioned period. In doing so the company contravened Section 5-7 second paragraph of the Stock Exchange Act concerning the information requirement vis-à-vis Oslo Børs. Secondly, the company contravened the information requirement set out in the Stock Exchange Regulations Section 5-2 first paragraph by failing to inform the market of its issue plans after they became the subject of leaks. Thirdly, the company sent Oslo Børs notice of the board decision too late in relation to the Stock Exchange Regulations Section 5-2 second paragraph which requires such notices to be sent "immediately", the decision having been taken before 10 a.m. and notice sent as late as 3.30 p.m. In fact the company misled the market when it sent - at 10.33 a.m., i.e. after the decision was taken - an announcement that the company was working on the stock issue.
In apportioning the penalty, the Oslo Børs Board emphasises the importance of a relationship of trust between Oslo Børs and listed companies. Oslo Børs is dependent on correct information from companies in order to ensure an efficient and smoothly functioning market in which share pricing is as correct as possible. Once it suspects that information is not uniformly available to all market participants, Oslo Børs has to decide quickly if and when to suspend or halt trading. Oslo Børs is dependent on correct information and transparency in order to clarify circumstances that may or may not justify the use of such instruments. The Oslo Børs Board also attaches importance to the fact that Fjord Seafood appears to have wished to withhold information about the status of the issue plans until the company could announce a final decision and that the issue was underwritten, even though Oslo Børs made it clear that the information requirement may in the circumstances have been triggered at an earlier point. It is also significant that after the decision was taken the company deliberately withheld information in anticipation of the issue being underwritten, and justified its action on the ground that the company wished as far as possible to avoid a negative price impact.
Based on an overall assessment of the above-mentioned contraventions, the Oslo Børs Board imposed a penalty of five times the annual quotation fee, totalling NOK 500,000. The maximum penalty is 10 times the annual quotation fee.
The decision can be appealed to the Oslo Børs appeals committee within two weeks.
