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The SWX Swiss Exchange has issued a reprimand with related publication against OC Oerlikon Corporation AG, Freienbach (SZ), for violation of the provisions of the Listing Rules (LR). This SWX reprimand pertains to the failure to meet reporting deadlines for the disclosure of management transactions as prescribed in Art. 74a LR.
Under Art. 74a LR, issuers must ensure that persons subject to the reporting obligation (members of the board of directors and the management board) report their transactions to the issuer on the second trading day after the transaction date at the latest.
Transactions of an issuer's members of the board of directors and management board that exceed the threshold of CHF 100,000 per calendar month must be reported to the SWX by the issuer within two trading days of receiving the information. The reports then are published on the SWX Website.
It follows that no more than four trading days may pass between the transaction and transmission of the information to the SWX.
The purpose of the disclosure of management transactions is to provide market participants as rapidly as possible with information on transactions executed by the management of listed companies.
In the case at hand, an executive board member/member of senior management of OC Oerlikon Corporation AG sold on 29 August 2006 2,312 call options with a total value of CHF 491,300, whereby the transaction was handled at his request by the Human Resources department of OC Oerlikon Corporation AG. Subsequently, OC Oerlikon Corporation AG reported this transaction to SWX with a delay of 23 trading days.
As a result, OC Oerlikon Corporation AG violated Art. 74a para. 3 LR. In view of the type and magnitude of the transaction as well as the length of time past the reporting deadline, the Executive Committee of the Admission Board does not consider this to be a minor violation but assumes that it occurred out of negligence.
The Executive Committee of the Admission Board has therefore issued a reprimand with publication against OC Oerlikon Corporation AG.
Information on provisions regarding the disclosure of management transactions is available at: http://www.swx.com/admission/being_public/management_transactions_en.html
The published notifications are available at: http://www.swx.com/admission/being_public/mtrans/publication_en.html
