Stockholm, May 30 – The Disciplinary Committee at NASDAQ OMX Stockholm AB (the “Exchange”) has found that Ortivus AB (“Ortivus”) has contravened the NASDAQ OMX Rulebook for Issuers (the “Rulebook”) regarding disclosure rules and has therefore ordered Ortivus to pay a fine equal to twice the company’s annual fee to the Exchange.
The case concerns items 3.1.1 and 3.1.2 in the NASDAQ OMX Rulebook.
On June 10, 2013, Ortivus distributed a brief press release in which it stated that the company had won a major European procurement process and had received an award decision. The Exchange has pointed out that the press release in question did not contain information regarding material terms and conditions associated with the award decision and that the information was not sufficiently detailed to enable an assessment of the information’s significance to the company, to its financial results or to the price of the company’s securities.
Ortivus has, among other things, contended that the company is bound by confidentiality regarding the transaction in question. However, the information rules contained in the Rulebook are not optional and thus a listed company cannot circumvent application of the rules by entering into a confidentiality agreement with a counterparty.
The Disciplinary Committee has made the assessment that, despite the difficulties faced by the company concerning its obligation to disclose information, the initial press release could have been formulated in a much more informative manner. The Disciplinary Committee is of the opinion that the information contained in the press release stating that the transaction was of significant value with a major positive effect on Ortivus’ business could easily be construed as meaning that the transaction had already been finalized. According to information obtained from the company, the fact that it had been selected as supplier did not mean that the counterparty had undertaken to enter an agreement with the company. In addition, the award decision could have been appealed, as is customary.
Accordingly, the company’s disclosures cannot be considered to comply with the Rulebook. With reference in particular to the information in the press release stating that the transaction was of significant value with a major positive effect on Ortivus’ business, the disclosures must be considered misleading.
The Disciplinary Committee orders Ortivus to pay a fine corresponding to twice the company’s annual fee to the Exchange.
A more detailed description of the case and the Disciplinary Committee’s ruling is published on:http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/disciplinarycommittee/decisions/
About the Disciplinary Committee
The role of NASDAQ OMX Stockholm’s Disciplinary Committee is to examine cases where Exchange Members or listed companies have breached the rules and regulations applying on the Exchange. If NASDAQ OMX Stockholm suspects that a member or a listed company has acted in breach of NASDAQ OMX Stockholm’s rules and regulations, the matter is reported to the Disciplinary Committee. NASDAQ OMX Stockholm investigates and prosecutes the case and the Disciplinary Committee assesses the case and issues a ruling regarding possible sanctions. The sanctions possible for listed companies are a warning, a fine or delisting. The fines that may be imposed range from one to 15 annual fees. The sanctions possible for Exchange Members include a warning, a fine or debarment. The fines imposed by the Committee are not included in the Exchange’s business but are attributed to a foundation supporting research in the securities market. The Disciplinary Committee's Chairman and Deputy Chairman must be lawyers with experience of serving as judges. At least two of the other members of the Committee must have in-depth insight into the workings of the securities market.
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