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The Sanctions Commission of SIX Swiss Exchange has imposed a CHF 100,000 fine on Accu Holding AG for failing to comply with the rules on the listing of equity securities, disclosing management transactions and regular reporting obligations.
Failure to comply with the provisions of the Directive on the Procedures for Equity Securities
The Directive on the Procedures for Equity Securities (DPES) states that in the event of a share split, a listing application must be submitted for securities that are already listed. The application must be made no later than 20 trading days before the planned share split date. On 24 October 2014, Accu Holding entered the details of a share split for securities listed on SIX Swiss Exchange in the commercial register. Accu Holding AG should have submitted the associated listing application to SIX Exchange Regulation by 26 September 2014, but in fact only made the application on 5 November 2014. The Sanctions Commission therefore concluded that the company had failed to comply with the Directive.
Failure to comply with the rules on disclosure of management transactions
The stock exchange's listing regulations state that issuers must disclose details of all management transaction notifications within three trading days of receipt via the electronic reporting and publication platform of SIX Exchange Regulation. The rule also applies when persons subject to reporting obligations notify late or fail to disclose a management transaction, but the issuer has learned of the reportable transaction through other channels. Not only transactions executed in the name and for the account of the person subject to reporting obligation, but also transactions executed by related parties of individuals subject to the reporting obligations must be disclosed, if such transactions are carried out under the significant influence of a person who is subject to reporting obligation.
In this case, one person subject to reporting obligations executed transactions through a related legal person but failed to notify Accu Holding AG. However, Accu Holding AG was aware of the transaction and should therefore have published the transaction details within three trading days. The Sanctions Commission concluded that Accu Holding AG failed to comply with the rules on disclosure of management transactions, as the information was only published nine months later.
Issuers also have a duty to duly instruct persons subject to reporting obligations on the obligation to disclose management transactions and to provide refresher training. It has been shown that no such briefing was provided. The Sanctions Commission has therefore found Accu Holding AG to be in breach of the obligation to provide instruction.
Failure to comply with the rules on regular reporting obligations
In accordance with the rules on financial reporting in connection with the rules on regular reporting obligations, issuers are required to publish financial reports and submit them to SIX Exchange Regulation. Accu Holding AG did not publish and submit the annual report 2014 by the mandatory deadline of 30 April 2015. The Sanctions Commission therefore concluded that the company had failed to comply with the applicable rules.
For these breaches of the rules on the procedures for equity securities, disclosure of management transactions and regular reporting obligations, the Sanctions Commission has fined Accu Holding AG CHF 100,000. In considering the sanction, the Sanctions Commission has taken into account the gravity of the breach, the degree of fault and the sensitivity of Accu Holding AG to the penalty, and the fact that the company had already been fined once in the last three years.
