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The SWX Swiss Exchange has established that Société Bancaire Privée S.A. has infringed the adhoc publicity regulations of Art. 72 of the Listing Rules and the Ad Hoc Publicity Directive on several occasions. Furthermore, the company failed to submit its annual report within the set deadline and thus infringed Art. 64 of the Listing Rules and the provisions of the Directive on Requirements for Financial Reporting. The SWX Sanction Commission has therefore fined Société Bancaire Privée S.A. CHF 100,000 and ordered that this sanction be published.
Under Art. 72 of the Listing Rules, the SWX obliges issuers to inform the market of potentially pricerelevant facts which have arisen in its sphere of activity and are not public knowledge. Potentially pricerelevant facts are those capable of triggering a significant price change. The announcement must be made in a manner that ensures the equal treatment of all market participants. Its content must be clear, complete and accurate.
The company is accused of the following misconduct:
- On 18 August 2006, Société Bancaire Privée S.A. published its semi-annual report while trading was in progress, without having given the SWX the required ninety minutes' notice.
- In addition, on 19 December 2006 the company announced that it was to replace its board of directors and strengthen its senior management. Société Bancaire Privée S.A. gave no indication whatsoever of the reasons for such comprehensive changes. One day later, on 20 December 2006, an article in the L’AGEFI newspaper stated in this connection that the changes had been prompted by a Swiss Federal Banking Commission (SFBC) investigation that had been ongoing since October 2006.
- On 19 March 2007, the company announced that the SFBC investigation had identified considerable organisational shortcomings. The company would have to be sold, it continued, as the SFBC would otherwise withdraw its banking licence. The main shareholder had thus already signed a declaration of intent with a bank establishment based in the European Union. Société Bancaire Privée S.A. gave neither the name of the buyer nor the probable sale price, although there was no reason to omit this information. In the course of that afternoon the Bloomberg news service was nonetheless reporting both who the buyer was and the agreed price.
Furthermore, issuers are obliged under Art. 64 of the Listing Rules, as well as the Directive on Requirements for Financial Reporting, to publish their annual report within four months of the close of the financial year and to submit the report to the SWX upon publication at the latest. Société Bancaire Privée S.A. did not comply with the set deadlines with regard to either the publication or submission of its 2006 annual report.
One of the tasks of the SWX is to ensure that the transparency rules imposed on issuers are enforced. If an issuer breaches its obligations under the Listing Rules, SWX will impose one of the sanctions listed in Art. 82 of the Listing Rules. In doing so, it will take the degree of fault and the gravity of the breach into consideration. Having considered these criteria, the SWX Sanction Commission has ordered Société Bancaire Privée S.A. to pay a fine of CHF 100,000, and for the sanction to be published.
Information on the rules on ad hoc publicity can be found at: http://www.swx.com/admission/being_public/publicity_en.html
Sanctions imposed previously by the SWX in connection with ad-hoc publicity can be found at: http://www.swx.com/admission/being_public/sanctions/media_releases/ad_hoc_en.html
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