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The Disciplinary Committee of Nasdaq Stockholm has ruled that BE Group AB (“the BE Group”) has breached Nasdaq Stockholm’s regulations (“the Rulebook”) relating to generally acceptable behavior in the securities market, and thereby imposed a fine of SEK 410 000, equivalent to two annual fees, on the BE Group.
In May 2015, the BE Group published a prospectus in connection with a preferential rights issue by the company, in which AB Traction (“Traction”) – the BE Group’s principal owner – had undertaken to subscribe for shares in the issue corresponding to Traction’s shareholding, and to also participate as guarantor for the issue via a subsidiary. In exchange for both the subscription undertaking and the guarantor commitment, Traction would receive a commission.
Companies listed on Nasdaq Stockholm are to comply with generally acceptable behavior in the securities market, and such practices may be expressed in statements issued by the Swedish Securities Council.
In spring 2015, the BE Group was informed via statements issued by the Swedish Securities Council that paying commission for a shareholder’s subscription commitments was only consistent with to generally acceptable behavior in the securities market in very exceptional circumstances. The BE Group has argued that the rights issue could not be implemented in the manner and timeframe required by the company unless Traction committed to subscribing for the issue, and that Traction demanded compensation for such a commitment. In its statement 2015:17, the Securities Council has clarified that by paying commission for Traction’s subscription commitment, the BE Group has acted contrary to generally acceptable behavior in the securities market.
The Disciplinary Committee rules that the BE Group has acted contrary to generally acceptable behavior in the securities market. In light of the Securities Council’s statements, the company should have exercised great caution before concluding an agreement on compensation for a subscription commitment. At the same time, the Disciplinary Committee has noted that when it became clear that the procedure was contrary to generally acceptable behavior in the securities market, and that Traction nevertheless maintained its demand for compensation, the BE Group’s discretion was limited.
The Disciplinary Committee states that it is always a serious regulatory breach when a company acts contrary to generally acceptable behavior in the securities market, and that such conduct may call for strong sanctions. However, given the specific circumstances, the Disciplinary Committee has determined that the sanction should not exceed a fine of two annual fees.
A detailed description of the matter, and the Disciplinary Committee’s decision, have been published on:
http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/disciplinarycommittee/decisions/
Participating in the Committee’s ruling were Supreme Court Justice Marianne Lundius, Company Director Stefan Erneholm, Company Director Anders Oscarsson, Company Director Carl Jack Junel, and Lawyer Wilhelm Lüning.
