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A warning imposed on Soprano Plc for breaching the disclosure rules


Helsinki, Nov 2, 2017 – The Disciplinary Committee of Nasdaq Helsinki Ltd (the “Exchange”) has handled a disciplinary matter concerning the investor news of Soprano Plc on April 26, 2017: “Sopranon alkuvuosi on kännistynyt lupaavasti” (“The beginning of the year has started well for Soprano”). According to the Disciplinary Committee the investor news should have been disclosed as a stock exchange release since it contained inside information on the development of the operating result and the forward-looking statement of the company.

The main argumentation and resolution by the Disciplinary Committee are the following:

According to the Disciplinary Committee, when assessing the disclosure method, the company should have considered if the information is precise enough and not earlier disclosed, and such, if it were made public, which would be likely to have a significant effect on the company’s share price as described in the Market Abuse Regulation. If these conditions were met in this situation, the information should have been disclosed as a stock exchange release instead of investor news.

The Disciplinary Committee stated in its resolution that the investor news contained such specific enough information which enables conclusions to be drawn on the share price in accordance with the Market Abuse Regulation and the Rules of the Exchange. The investor news also included information which has not been made public before. It gave a more positive view on the company’s financial situation and future outlook. Furthermore, the investor news contained for the first time new precise information on the actual result of the company which had made loss for a long period and the result of which had turned to positive due to the restructuring measures.

The Disciplinary Committee stated that disclosures on financial result by the listed companies do not necessarily include such information which has a significant effect on the share price. The nature of the information should be assessed on a case-by-case basis. In this particular case, Soprano Plc had made loss for several years, and in order to turn this, it had implemented substantial structural changes to improve its financial performance. In the company’s Financial Statement release the company had disclosed a guidance on the improvement of the operating result compared to previous years’ losses which created interest and also expectations among investors towards the company’s development for 2017. In this situation, the actual financial information published by the company may have created signals for investors of a successful turnaround of the financial result. For the investors’ point of view it is also relevant that the company has had a practice to report its operating result twice per year. When publishing financial information outside of the normal disclosure schedule it gives an impression to the investors of a substantial change of the company’s financial development.

According to the Disciplinary Committee, in the circumstances described, the information published by the turnaround company as investor news - the turning of operating result to positive, the growth of demand for company’s services, and with information about the improved future outlook - have likely had a significant effect on the company’s share price. The company should have assessed that the information on the actual development of the financial performance creates a relevant and substantial signal for investors and for their investment decisions, especially when the financial information is announced outside of the company’s normal reporting schedule.

The Disciplinary Committee states that the information announced in the investor news should have under these circumstances been considered as inside information. Therefore Soprano Plc has neglected its duty to disclose inside information as a stock exchange release in accordance with the Market Abuse Regulation and the Rules of the Exchange.

Resolution of the Disciplinary Committee

Soprano Plc has, when disclosing the information on the development of its operative result and forward-looking statement, breached the rules 1.2.7,, and of the Rules of the Exchange. The Committee has imposed a public warning. The main argumentation and the resolution statement shall be disclosed by the Exchange.

NOTICE: This version is a translation of the original Finnish text and is only made available for information purposes.

Surveillance at Nasdaq Helsinki

The surveillance unit of Nasdaq Helsinki Ltd investigates all suspected breaches of regulations. Minor breaches will result in non-public reprimand to the company, whereas more serious cases are referred to the Disciplinary Committee. The members of the Disciplinary Committee are legal and financial experts independent of Nasdaq Helsinki Ltd. The Chairman of the Committee is Mr. Mikko Tulokas, former Supreme Court Justice, the Deputy Chairman is Mr. Risto Nuolimaa, former Professor, and the other members are Mr. Simo-Pekka Helander, Counselor of Economics, Ms.Tuula Pynnä, Supreme Court Justice, and Mr. Sami Torstila, Associate Professor. Sanctions for a listed company may be a warning, a fine or delisting. For more information about the Disciplinary Committee please visit

Nasdaq Nordic Foundation

The Disciplinary Committees of Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm may, in case of a breach by a member or a listed company, resolve to fine the member or the listed company. The paid fine is transferred to the Nasdaq Nordic Foundation for the promotion of the foundation’s objective, which is to promote scientific research of the financial markets in Finland, Denmark and Sweden, providing impetus for increased competence and competitiveness for these financial markets. Three of the directors of the Foundation shall have extensive academic experience within the field of financial markets.

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The matters described herein contain forward-looking statements that are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about Nasdaq and its products and offerings. We caution that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq's control. These factors include, but are not limited to factors detailed in Nasdaq's annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.


Maarit Bystedt

tel. +358 (0)9 6166 7274

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