Stockholm, February 1, 2018 – The Disciplinary Committee of Nasdaq Stockholm has found that Samhällsbyggnadsbolaget i Norden AB (”Samhällsbyggnadsbolaget” or “the Company”) has breached the rulebook for Nasdaq First North (the “Rulebook”) and has therefore ordered Samhällsbyggnadsbolaget to pay a fine amounting to two annual fees, corresponding to an amount of SEK 784,592.
The matter concerns Samhällsbyggnadsbolaget’s violation of items 2.2.4 and 4.1 of the Rulebook in addition to item 7.2.1 in Supplement B of the Rulebook.
The Disciplinary Committee has concluded that Samhällsbyggnadsbolaget – through the actions of its wholly owned subsidiary – has acted in a manner that risks undermining public confidence in the exchange, Nasdaq First North and the securities market in general in conjunction with its handling of a mandatory bid to holders of preference shares and warrants in Högkullen AB. The Securities Council has determined that the subsidiary has violated the mandatory bid rules and generally accepted behavior in the securities market by not fully familiarizing itself with the implications of the applicable takeover rules. Furthermore, the Disciplinary Committee has concluded that the Company did not fulfill its disclosure obligations in two press releases on May 15, 2017 concerning a planned issue of common shares and that the time plan for the mandatory bid to shareholders in Högkullen AB had been changed. These failings implied violations of item 4.1 of the Rulebook.
In light of Samhällsbyggnadsbolaget’s actions in conjunction with the mandatory bid and the non-fulfillment of the information disclosure requirements on May 15, 2017, the Disciplinary Committee has also determined that the Company does not have the required organization or the required resources for information disclosure according to item 2.2.4 of the Rulebook.
The Disciplinary Committee takes a serious view of the breaches and has concluded that imposing a fine is motivated. The Disciplinary Committee has decided that the sanction should be a fine corresponding to two annual fees.
A detailed description of the matter and the Disciplinary Committee’s decision are available at:
Participating in the Committee’s decision were Supreme Court Justice Ann-Christine Lindeblad, Company Director Jack Junel, Lawyer Patrik Marcelius, Company Director Anders Oscarsson and Authorized Public Accountant Magnus Svensson Henryson.
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 and Authorized Public Accountant Magnus Svensson Henryson.
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