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The SWX Swiss Exchange has issued a reprimand with publication against Advanced Digital Broadcast Holdings SA, Bellevue (Geneva), for violation of certain provisions of the Listing Rules. The SWX reprimand pertains to the violation of deadlines for the disclosure of management transactions under Article 74a of the Listing Rules (LR), as well as to a violation of the duty incumbent on the issuer to provide information and cooperate under Article 4 of the Listing Rules.
Advanced Digital Broadcast Holdings SA (ADB) failed to report, via the web-based platform of the SWX Swiss Exchange, three sales of ADB registered shares by a member of the Executive Board, within the disclosure deadline of two trading days as required pursuant to Article 74a, paragraph 3 of the Listing Rules. The transactions took place in March 2006.
The relevant member of the Executive Board made several sales in the calendar month in question, each of which exceeded the threshold value of CHF 100,000 and was reported to the SWX Swiss Exchange via the web-based platform by the requisite deadline. Three further sales, each individual sale being under CHF 100,000, were submitted to the SWX Swiss Exchange summarized in a collective report, which is not published, although the relevant individual subject to the reporting obligation had already exceeded the threshold value of CHF 100,000 on the respective transaction date. As such, pursuant to Article 74a, paragraph 3 of the Listing Rules, the three transactions at issue, each being under the threshold value of CHF 100,000, should also have been reported, via the web-based platform, to the SWX Swiss Exchange within two trading days, as individual reports requiring publication.
If an individual subject to the reporting obligation exceeds the threshold value of CHF 100,000 once in a calendar month, any subsequent transaction within this calendar month must then be published, irrespective of its size.
A lack of knowledge of the provisions of Article 74a of the Listing Rules on the part of the person at ADB responsible for reporting management transactions led to delays of 41, 30 and 24 trading days in the reporting and publication of the three transactions at issue.
Since ADB had reported each of the other 14 transactions executed by the member of the Executive Board in the relevant calendar month by the requisite deadline, the Executive Committee of the Admission Board determined that the delayed reporting of the three transactions at issue did not constitute a serious violation of Article 74a of the Listing Rules.
However, the Executive Committee of the Admission Board deemed the lack of cooperation with respect to the inquiries undertaken by the SWX Swiss Exchange as a serious violation of the duty to provide information and cooperate under Article 4 of the Listing Rules. The Office of the Admission Board relies on issuers under investigation by the SWX to provide the requested information and documentation in full and on time.
For these reasons, the Executive Committee of the Admission Board has issued a reprimand with publication against ADB.
Information on the provisions pertaining to the disclosure of management transactions is available at: http://www.swx.com/admission/being_public/management_transactions_de.html
