On 22 January 2002, Logitech International SA published its 3rd quarter 2001 results. Both its revenues and earnings came in considerably above the expectations that the company had communicated on 23 October 2001. Already during the course of the afternoon of 22 January 2002, Logitech disseminated its financial results to specific journalists of the print and online media and added to this information the notation "...under strict embargo until 5:30 pm Swiss time". The SWX Swiss Exchange received this press communiqué via e-mail at 5:34 pm on 22 January 2002. The sanctioning procedure conducted by SWX pertained to the non-compliant manner in which publication of the company's financial results was made. The form of presentation of those results was not material to the procedure. Logitech International SA waived its right to legal recourse in this matter.
Pursuant to Art. 72 para. 1 of the SWX Swiss Exchange Listing Rules (LR), the issuer must inform the market of price-sensitive facts that have arisen in the company's sphere of activity and are not of public knowledge. Price-sensitive facts means new facts which because of their considerable effect on the issuer's assets and liabilities or financial position or on the general course of business are likely to result in substantial movements in the price of the securities. Publication of financial figures is fundamentally associated with the disclosure of potentially price-sensitive facts. In the case at hand, the quarterly numbers of Logitech International SA came in considerably above expectations and were therefore, without a doubt, to be considered price-sensitive.
The SWX Listing Rules obligate issuers to publish price-sensitive facts in a manner that ensures to the greatest extent possible the equal treatment of all market participants (Art. 72 para. 4 LR). This principle of equal treatment is violated if selective disclosure of ad hoc announcements is made in advance to specific journalists even if there is a stipulation that a blocking period for publication be observed. The more people who have knowledge of a potentially price-sensitive fact, the greater the threat that an information leak can occur. Specific attention must be paid to the fact that - even if all members of the media who have received a given ad hoc release comply with the blocking period - there is nonetheless a considerable number of individuals at their editorial desks who already have knowledge of the given price-sensitive fact ahead of the general public.
Ad hoc facts are to be published without delay, but whenever possible outside of trading hours. In concrete terms, this means that publication should, whenever possible, be made after 5:30 pm or, as the case may be, prior to 7:30 am. The recipients of such information will thus have sufficient time to read it and interpret it correctly. In exceptional cases where ad hoc facts must be made public during trading hours, SWX must be informed at least 90 minutes prior to publication (Art. 72 para. 5 LR). By so doing, SWX has the possibility in exceptional circumstances to suspend trading in the related securities. The Committee of the Admission Board has resolved that providing journalists with advance notice of potentially price-sensitive facts during trading hours, even if the announcement is accompanied by a blocking period for publication, constitutes a violation of the principle of equal treatment as set forth in Art. 72 para. 4 LR. Moreover, Art. 72 para. 5 LR is violated if a price-sensitive fact that, on an exceptional basis, must be made public during trading hours is not submitted to the SWX Swiss Exchange at least 90 minutes prior to publication.
