.jpg)
The SWX Swiss Exchange (SWX) has determined that Lonza Group AG (Lonza) violated the equal treatment obligation as laid down in the ad hoc publicity rules prescribed in Art. 72 of the Listing Rules, this by having first disclosed to employees the appointment of a new member of senior management (the Head of Human Resources) and only afterwards disclosing that fact to the public and SWX, whereby the 90-minute deadline for prior notification of SWX was not met. The Sanction Commission of SWX has issued a reprimand against Lonza Group AG and ordered that the sanction be made public.
SWX obligates listed issuers to inform the market of any price-sensitive facts that have arisen in company’s sphere of activity and are not of public knowledge. Deemed to be price-sensitive facts are those that are capable of triggering a significant price change. Disclosure must be carried out so as to ensure equal treatment of all market participants. A selective disclosure of such information constitutes a violation of that duty. If price-sensitive information is to be disclosed during trading hours, SWX must be contacted 90 minutes prior to the publication.
On 27 June 2007 during trading hours, the employees of Lonza were informed in writing about the appointment of a new Head of Human Resources and member of senior management. Market participants as well as SWX were made aware of the appointment 30 minutes later.
As a rule, changes to the membership of the board of directors, the management board or other key positions are potentially price-sensitive facts according to the practice of the SWX. No distinction is made according to what function the person in question has within the management board. According to the legal practice of the Sanction Commission, the deciding factor is membership in the governing body as defined in the Corporate Governance Directive.
By having selectively disclosed this potentially price-sensitive fact, Lonza violated the obligation to ensure equal treatment as prescribed under Art. 72 of the Listing Rules.
One of the tasks of SWX is to enforce the transparency provisions applicable to issuers. If an issuer breaches the provisions of the Listing Rules, SWX imposes one of the sanctions set out under Art. 82 of the Listing Rules, whereby the degree of fault and gravity of the breach are taken into consideration. In view of these criteria, the Sanction Commission of SWX has issued a reprimand against Lonza.
Information on the provisions governing ad hoc publicity can be accessed at: http://www.swx.com/admission/being_public/publicity_en.html
Previous SWX sanctions in the area of ad hoc publicity are available at: http://www.swx.com/admission/being_public/sanctions/ad_hoc_en.html
SWX Swiss Exchange
The SWX Swiss Exchange is one of the world’s leading and most technologically advanced securities exchanges. It provides customers with first-rate securities exchange services and brings together participants, issuers and investors in an efficient and transparent marketplace. In addition to the broad palette of products it offers, the SWX Swiss Exchange's integrated, fully automatic trading, clearing and settlement system is indeed convincing: at the click of a mouse, orders are executed, cleared, settled and confirmed. www.swx.com
The SWX Swiss Exchange is a subsidiary of Swiss Financial Market Services AG. On a worldwide scale, Swiss Financial Market Services AG offers first-rate services in the areas of securities trading, clearing and settlement, as well as financial market information and payment transactions.
