Stockholm, April 12, 2018 – The Disciplinary Committee of Nasdaq Stockholm has found that Clavister Holding AB (“Clavister” or “the Company”) has breached the Nasdaq First North Nordic Rulebook, as applicable from time to time, (“the Rule Book”) and thereby ordered Clavister to pay a fine of six annual fees, corresponding to an amount of SEK 1,511,824.
The Disciplinary Committee finds that Clavister has breached item 4.2.3, as well as items 4.2.1 and 4.1, of the Rule Book by not including a clear presentation of the background to the cancellation decision in the notice to attend the Extraordinary General Meeting on January 17, 2017.
The Disciplinary Committee also finds that Clavister has breached item 4.2.3, as well as items 4.2.1 and 4.1, of the Rule Book by not publishing a correction of inaccurate information concerning the purpose of a resolution on authorization to issue shares in the press release from the Extraordinary General Meeting on January 17, 2017.
In addition, the Disciplinary Committee finds that Clavister’s shareholders cannot be considered to have received adequate information on which to base their decision regarding the proposal on approval as set out in the notice to attend the Extraordinary General Meeting on January 17, 2017, and that the Company thereby has breached item 4.2.3, as well as items 4.2.1 and 4.1, of the Rule Book.
In addition, the Disciplinary Committee finds that Clavister has made decisions to issue financial instruments on six occasions without disclosing a press release. The Company has thereby breached item 4.12 of the Rulebook, applicable at that time, in relation to the five decisions to issue financial instruments made prior to July 3, 2016, and item 4.2.6 of the Rule Book, applicable at that time, in relation to the decision made in 2017.
The Disciplinary Committee also finds that Clavister has breached items 4.9 (a) and 4.2 (a) of the Rule Book, applicable at that time, by not providing Clavister’s shareholders, prior to resolutions on implementation of incentive programs, with adequate information on which to base their decision, that can be considered to meet the Rule Book’s qualitative disclosure requirements.
In view of the above breaches, the Disciplinary Committee also finds that Clavister’s organization and staffing for information disclosure has been inadequate during a long period. Clavister has not, therefore, on the dates of these breaches, complied with the requirements set out in item 2.2.4 of the Rule Book.
In summary, the Disciplinary Committee finds that Clavister has breached the applicable Rule Book on several respects. That the Company has voluntarily attempted to resolve these breaches and prioritized the information disclosure through various measures is positive, but cannot discharge the Company from responsibility for the shortcomings that have taken place. The Disciplinary Committee takes a very serious view of the Company’s breaches and imposes a fine corresponding to six annual fees.
A detailed description of the matter and the Disciplinary Committee’s decision is available at:
Participating in the Committee’s decision were Supreme Court Justice Ann-Christine Lindeblad, Company Director Anders Oscarsson, Company Director Carl-Johan Högbom, Company Director Jack Junel and Lawyer Wilhelm Lüning.
About the Disciplinary Committee
The role of Nasdaq Stockholm’s Disciplinary Committee is to consider suspicions regarding whether Exchange Members or listed companies have breached the rules and regulations applying on the Exchange. If the Exchange suspects that a member or company has acted in breach of the rules, the matter is referred to the Disciplinary Committee. Nasdaq Stockholm investigates the suspicions and pursues the matter and the Disciplinary Committee 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 are a warning, a fine or debarment. Fines paid 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.
Members: Former Supreme Court Justice Marianne Lundius (Chairman), Supreme Court Justice Ann-Christine Lindeblad (Deputy Chairman), Company Director Erik Einerth, Company Director Stefan Erneholm, Company Director Anders Oscarsson, Lawyer Wilhelm Lüning, Company Director Jack Junel, MBA Ragnar Boman, MBA Carl Johan Högbom, Lawyer Patrik Marcelius, Authorized Public Accountant Magnus Svensson Henryson and Authorized Public Accountant Svante Forsberg.
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