The Disciplinary Committee of NASDAQ OMX Helsinki has issued Cencorp Plc a warning for breaching the Rules of the Stock Exchange in connection with the company's disclosure process on November 28, 2008. The company did not notify NASDAQ OMX Helsinki (hereinafter “the Exchange”) in advance as required by the Rules.
According to the Rules of the Stock Exchange, if the company has been informed that a third party intends to make a public tender offer to the shareholders of the company, and such public tender offer has not been disclosed, the company shall notify the Exchange when there are reasonable grounds to assume that the intention to make a public tender offer will be realized. In addition, according to the Rules, if the company intends to disclose information that will have a highly significant effect on the price of the securities, the company shall notify the Exchange prior to the disclosure.
Cencorp Plc did not notify the Exchange prior to the disclosure of the exchange notice of the third party's intention to make a voluntary tender offer for all the shares and option rights in Cencorp Plc, although the company was aware of the tender offer prior to the disclosure of the exchange notice. In addition, the Exchange should have been notified of the overall arrangement, including e.g. the conditional financing arrangement, the aforementioned voluntary tender offer by the third party and the planned corporate transaction, prior to the disclosure as there were reasonable grounds to assume that the overall arrangement might have a highly significant effect on the price of the securities of the company.
The purpose of the above-mentioned Rules is to ensure the investors' access to information on a non-discriminatory and simultaneous basis. On the basis of the Rules, the Exchange receives the information to be disclosed in advance in order to consider if any specific measures need to be taken by the Exchange. The Exchange can for example suspend trading and cancel pending orders in order to provide the market with the possibility to evaluate the new information.
The Disciplinary Committee has found that Cencorp Plc failed to comply with the Rules of the Stock Exchange in connection with the company's disclosure process. The use of advisers does not reduce the responsibility of the company. The breach was not wilful and resulted mainly from company specific technical factors. This was considered as a mitigating factor. As a sanction, the Disciplinary Committee has issued a warning.
In addition, the Disciplinary Committee has remarked that the company disclosed a part of the exchange notice as a hyperlink, which does not fulfill the requirement of standard 5.2b of the Financial Supervisory Authority.
Surveillance of NASDAQ OMX Helsinki
The surveillance unit of NASDAQ OMX Helsinki investigates all suspected breaches of regulations. Minor breaches will result in written criticism to the company, whereas more serious cases are referred to the Disciplinary Committee. The members of the Disciplinary Committee are legal and financial experts independent of NASDAQ OMX Helsinki. The Chairman of the Committee is Mr. Mikko Tulokas, Supreme Court Justice, and the members are Professor Risto Nuolimaa, Professor Kalervo Virtanen and Mr. Simo-Pekka Helander LL.M. Sanctions for a listed company may be a warning, a fine or delisting. For more information about the Disciplinary Committee visit www.nasdaqomx.com/listingcenter.