Helsinki, June 14, 2012 – The Disciplinary Committee of NASDAQ OMX Helsinki (the “Exchange”) has imposed a warning to Outokumpu Oyj (trading code: OUT1V) due to the breach of the Rules of the Stock Exchange. The company did not follow the disclosure requirements when disclosing the company announcement regarding acquisition. In addition, its administrative procedures and controls were not adequate to the requirements set for the listed companies.
The trading in the shares of Outokumpu Oyj was suspended on January 31, 2012, at 10.06 EET by the request of the company. The main reason for the suspension was that the other party of the transaction, ThyssenKrupp AG, had disclosed an ad hoc -announcement regarding the reached agreement in principle on the Deutsche Börse website at 9.58 EET, followed by another release at 10.16 EET.
Outokumpu Oyj disclosed a company announcement at 12.22 EET in which it confirmed that an agreement in principle to create a global stainless steel leader had been reached. The same evening the company disclosed a company announcement regarding the transaction.
Outokumpu Oyj and ThyssenKrupp AG had reached an agreement on the closure of the German meltshops early in the morning on January 31, 2012. Due to the market rumors regarding the deal, the Market Surveillance of the Exchange contacted the company prior opening the market. The company did not contact the Market Surveillance on its own initiative.
According to the Rules of the Stock Exchange, the company must establish and maintain adequate procedures, controls and systems, to enable compliance with its obligation to provide the market with timely, reliable, accurate and up-to-date information as required by the Exchange (Rule 220.127.116.11). Furthermore, the company shall, without undue delay, disclose information about decisions or other facts and circumstances that are price sensitive (Rule 3.1.1.). If a company learns that price sensitive information has leaked prior to a disclosure, the company shall make an announcement regarding the matter. If price sensitive information is given non-intentionally to a third party who does not owe a duty of confidentiality, disclosure shall be made simultaneously (Rule 3.1.4).
Pursuant to the information provided by the company, the Disciplinary Committee considered the company’s administrative resources appropriate and adequate as such, and that the company had also taken into consideration special needs deriving from the substantial size of the transaction. For instance, the company had acquired additional resources by subscribing a media alert service. However, this had not guaranteed the ability of the company to fulfill its disclosure requirements in practice. The company did not have a clear understanding on the language requirements for the company announcement and it had misjudged the need and urgency of the disclosure. Hence, Outokumpu Oyj had not complied with the requirements set in the Rule 18.104.22.168.
Pursuant to the Rules of the Stock Exchange, reaching an agreement in the negotiations in Germany early in the morning on January 31, 2012, shall be considered price sensitive information which the company should have disclosed without undue delay. The Disciplinary Committee considered that the company should have been in contact with the Market Surveillance of the Exchange well in advance prior to the market opening and should have prepared for disclosing a company announcement. Under the existing circumstances, the company should have paid special attention to the urgency and simultaneousness of disclosure.
The Disciplinary Committee stated that the liability of the company shall not be exempted because of the other party of the transaction disclosed its company announcement without prior consultations with Outokumpu Oyj. However, that was taken into the account when considering the sanction.
The Disciplinary Committee found that Outokumpu Oyj violated the Rules of the Stock Exchange when disclosing the company announcement concerning the reached agreement in principle on the transaction not until 12.22 EET on January 31, 2012, and imposed a warning to the company.
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NASDAQ OMX Corporate Communications
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