NORDIC MONTHLY SURVEILLANCE REPORT SEPTEMBER 2013 The rules of the exchange as well as the methodology of the surveillance are in substance harmonized between the NASDAQ OMX exchanges in the Nordic countries. Due to national regulations however, there might be differences. For the reader to be able to distinguish the differences, some of the articles will be marked with flags to highlight this circumstance. ”The Exchange” refers to NASDAQ OMX as relevant in each local jurisdiction. All necessary forms and other relevant documents related to listings and issuer specific matters are available on NASDAQ OMX Nordic: http://nasdaqomx.com/nordicsurveillance or http://www.nasdaqomx.com/listing/europe/surveillance/listingforms/
STOCKHOLM Issuer Surveillance The shares in Höganäs AB were halted on September 4, 2013 and were resumed after H Intressenter had published information about an increased conditional bid price. On February 11, 2013, Lindéngruppen AB and Foundation Asset Management Sweden AB (H Intressenter) published a press release with information regarding a public offer to the shareholders in Höganäs AB. On September 30, 2013, the shares in Immune Pharmaceuticals Inc were halted. The trading was resumed after the company had published a press release about its intention to seek the transition of its Swedish listing to NASDAQ OMX First North Premier since the company currently doesn’t fulfill the listing requirements of NASDAQ OMX Stockholm (Main Market). As a consequence the company’s observation status was updated in accordance with this matter.
Disciplinary Decision – New Wave On September 6, 2013, the Disciplinary Committee of NASDAQ OMX Stockholm AB (the "Exchange") found that New Wave Group AB (“New Wave Group”), listed on the Main Market, had contravened the Exchange’s Rulebook for Issuers (“the Rulebook”) in respect of the disclosure rules and was therefore ordered to pay a fine of SEK 192,000. New Wave Group was considered to have violated items 2.4.3, 3.2.1 and 3.1.5 of the Rulebook since access was possible to New Wave Group’s interim report for the first quarter of 2013 via the company’s website without the simultaneous disclosure through a press release. The interim report was accessible, if the correct file name was given, from 3:44 p.m. on April 24, 2013 and it was not until the morning of April 25 that the company published the report in the form of a press release. According to the Disciplinary Committee, the procedure used in this case to obtain interim reports prior to publication in the form of a press release is well known. If market data is placed in a publishing tool on the company’s website under a file name that is easily deciphered, a clear risk exists that third parties can gain access to the information. The responsible member of staff at New Wave Group should have been informed of this risk and instructed to act in a different manner.
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A more detailed description of the case and the Disciplinary Committee's decision is published on: http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/disciplinarycommittee
Observation status Stockholm Company Nordic Mines
Date 2013-07-08
Reason
Market
Due to uncertainty about the company's financial situation.
Stockholm
The company is subject to a reversed take over. The company Immune Pharmaceuticals
2013-03-11
Höganäs AB
2013-02-11
has been reviewed within a new listing process and has been found not to fulfill the listing requirements. The company is subject to a public offer.
Stockholm
Stockholm
Trading Surveillance Six cases have been reported to the Swedish FSA during the month, in accordance with the Exchange’s obligation to refer matters of suspected market abuse. Four of these cases concerned suspected illegal insider trading and the other two cases concerned suspected market manipulation. The Exchange is also obliged to report matters where infringements of regulation other than the market abuse legislation can be suspected and one such referral has been made during the month. That matter concerned suspected naked short sale of shares.
Surveillance of financial reporting A preliminary observations paper (in Swedish) regarding the review of the financial information 2013 was issued to all listed companies on September 23, 2013. The paper is published on: http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/decisionsforcompaniesfi nancialreporting The final findings and conclusions from the review will be presented at a seminar on November 22, 2013. The seminar is free of charge. Please register by sending an e-mail to
[email protected]. During the month (full year) the Exchange has sent the following number of closing letters to companies whose reports have been subject to special examination. Category
1
2
3
4
Annual report (shares)
10 (10)
1 (1)
2 (2)
0 (1)
Interim reports (shares)
N.A.
0 (0)
1 (1)
0 (0)
Annual reports (bonds)
0 (0)
0 (0)
0 (0)
0 (0)
Interim reports (bonds)
N.A.
0 (0)
0 (0)
0 (0)
3 (26)
0 (0)
0 (1)
0 (0)
Follow-up / other cases
Category 1 - no remark Category 2 - remark regarding disclosure Category 3 - criticism Category 4 - statement of reprimand transferred to the disciplinary committee
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Impairment of assets, IAS 36 paragraph 134f Two companies were criticized for not disclosing information relating to changes in key assumptions when determining if the carrying amount would exceed the unit’s/group of units’ recoverable amount. Impairment of assets, IAS 36 paragraphs 33 and 34 One company was criticized for insufficient disclosure of information relating to impairment test of development projects. A more detailed description of the cases will be published on: http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/decisionsforcompaniesfi nancialreporting
HELSINKI Four cases of suspected insider trading have been handed over to the Finnish FSA. On September 17 2013, the trading in the shares of Tiimari Oyj Abp was suspended. The following day the company disclosed that it had filed for bankruptcy. The company will be delisted. The Listing Committee of NASDAQ OMX Helsinki Ltd decided to delist the share of GeoSentric Plc from the NASDAQ OMX Helsinki Ltd. According to the decision made by the Listing Committee, GeoSentric no longer fulfills the listing requirements set out in Chapter 2 of the Rules of the Exchange. The shares of GeoSentric Plc will be listed for the last time on Monday, 28 October 2013, unless the delisting decision has been brought to the Finnish FSA within 30 days from the decision.
Observation status Helsinki Company
Date
Reason
Market
Etteplan Oyj
2013-08-19
The company is subject to a public offer.
Helsinki
Stonesoft Corporation
2013-05-06
The company is subject to a public offer
Helsinki
GeoSentric Oyj
2003-02-11
Uncertainty concerning company's financial situation.
Helsinki
the
COPENHAGEN A matching halt was made in 86 Danske Invest and Maj Invest funds due to technical problems. The trading was resumed after the problem was resolved. The Exchange have decided to give Svendborg Sparekasse A/S and Vestfyns Bank A/S observation status as the boards of directors in Svendborg Sparekasse A/S and Vestfyns Bank A/S have decided to seek a merger between the two banks. Svendborg Sparekasse is to be the continuing bank. The observation status on Østjydsk Bank A/S' has been removed, as the bank has announced that the main elements of the bank's capital plan has been implemented.
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Observation status Copenhagen Company
Date
Reason
Market Copenhagen
Vestfyns Bank
2013-09-04
The company has changed its business.
Svendborg Sparekasse
2013-09-04
The company has changed its business.
Copenhagen
Lollands Bank
2013-08-14
The company has changed its business.
Copenhagen
Vordingborg Bank
2013-08-14
The company has changed its business.
Copenhagen
Nordicom
2013-08-14
Due to uncertainty about the company's financial situation.
Copenhagen
Trifork
2013-07-05
The company are considering applying for delisting.
Copenhagen
Strategic Investments
2013-06-21
The company has changed its business.
Copenhagen
Formuepleje Epikur
2013-06-12
The company has changed its business.
Copenhagen
Formuepleje Merkur
2013-06-12
The company has changed its business.
Copenhagen
Formuepleje Pareto
2013-06-12
The company has changed its business.
Copenhagen
Formuepleje Penta
2013-06-12
The company has changed its business.
Copenhagen
Formuepleje Safe
2013-06-12
The company has changed its business.
Copenhagen
Sparekassen Faaborg
2013-05-28
The company is subject to a public offer.
Copenhagen
Viborg Håndbold Klub
2013-05-08
Due to uncertainty about the company's financial situation.
Copenhagen
Formuepleje LimiTTellus
2013-04-05
The company has changed its business.
Copenhagen
Formuepleje Optimum
2013-04-05
The company has changed its business.
Copenhagen
BioPorto
2013-04-04
Due to uncertainty about the company's financial situation.
Copenhagen
Blue Vision A/S
2013-03-27
Due to uncertainty about the company's financial situation.
Copenhagen
Vestjysk Bank
2013-03-01
Due to uncertainty about the company's financial situation.
Copenhagen
Victoria Properties
2013-01-11
The company has changed its business.
Copenhagen
KlimaInvest
2012-12-10
The company has changed its business.
Copenhagen
Nordic Shipholding A/S
2012-03-30
Due to uncertainty about the company's financial situation.
Copenhagen
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ICELAND One issuer received a non-public reprimand for breaching the disclosure rules in connection to the publication of its annual accounts. The issuer did not publish its annual accounts as soon as possible and did not publish information on the expected week of publishing. A fixed income instrument issued by Félagsbústaðir hf. (FEL 97 1A), which received Observation Status on June 12 2013, was delisted on September 25 2013 after the issuer had exercised a call option.
Observation status Iceland Company
Date
Reason The issuer has made an offer for all listed bonds with the aim of delisting.
Market
Eyrir Invest hf.
2013-05-17
Iceland
Íbúðalánasjóður
2012-11-27
Due to uncertainty regarding the price information of the bonds.
Iceland
Fljótsdalshérað
2012-03-26
Uncertainty concerning the issuer's financial position.
Iceland
HS Orka hf.
2010-09-02
Uncertainty concerning financial restructuring.
Iceland
Jeratún ehf.
2010-09-02
Uncertainty concerning the issuer's financial position.
Iceland
Reykjanesbær
2010-09-01
Uncertainty concerning the issuer's financial position.
Iceland
Reykjaneshöfn
2010-05-04
Uncertainty concerning the issuer's financial position.
Iceland
FIRST NORTH On September 2, 2013, the observation status on Paradox Entertainment AB (First North Stockholm) was removed after the company had informed that the mandatory offer from Beagle Investment, announced on July 31 2013, had been completed. On September 4, 2013, the observation status on Drillcon AB (First North Stockholm) was removed after the company had informed that the mandatory offer from AB Traction, announced on August 1, 2013, had been completed. On September 6, 2013, the Exchange decided to halt the trading in Ellen AB (First North Stockholm) due to suspected leakage of price sensitive information. The trading before opening on September 9, 2013 after the company had informed the market about a signed agreement with a Chinese distributor.
Disciplinary Decision – Cybaero On September 18, 2013, the Disciplinary Committee of NASDAQ OMX Stockholm AB (the "Exchange") found that CybAero AB (“CybAero”), listed on First North, had contravened the disclosure rules stipulated in the First North Nordic Rulebook (“the Rulebook”) and was therefore ordered to pay a fine of SEK 100,000. Cybaero was considered to have violated items 2.2.4, 4.1.(a), 4.13 (a) and (d) of the Rulebook. One of CybAero’s business partners had been participating in a procurement process in which the US State Department was the counterparty. In the event of a successful outcome for its business partner, the
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procurement process would have been highly significant for CybAero. In a press release dated May 31, 2013, the US State Department announced that the procurement process had been cancelled. According to the Disciplinary Committee, CybAero, which received the information concerning the cancelled procurement process during the weekend of June 1-2 and was thus obligated to inform the market about this, should have informed the Exchange or at least its CA (Certified Advisor) that the information could not be disclosed before trading commenced on June 3, 2013. When in contact with the Exchange, CybAero provided ambiguous and misleading information regarding the timing of the publication of the relevant information. The Disciplinary Committee has concluded that due to CybAero’s inadequate handling of the disclosure, the Exchange was not given an opportunity to consider suspending trading, and that the market did not receive the information until one hour after the Exchange’s initial contact with CybAero, which is unacceptable. A more detailed description of the case and the Disciplinary Committee's decision is published on: http://nasdaqomx.com/listingcenter/nordicmarket/surveillance/stockholm/disciplinarycomm ittee
Observation status First North Company
Date
Reason
Market Stockholm
Dannemora Mineral
2013-08-28
Due to uncertainty about the company's financial situation.
European Wind Investment
2013-06-27
The company is subject to a public offer.
Copenhagen
Lappland Goldminers AB
2013-06-24
Due to uncertainty about the company's financial situation.
Stockholm
Trygga Hem Skandinavien AB
2013-06-17
The company is subject to a public offer.
Stockholm
Isconova AB
2013-06-04
The company is subject to a public offer.
Stockholm
Avtech Sweden AB
2013-05-24
Due to uncertainty about the company's financial situation.
Stockholm
Aktiv Formue Forvaltning Stratego
2013-03-21
Luxonen S.A
2013-02-21
ForestLight Entertainment AB
2013-02-18
Due to uncertainty about the company's financial situation.
Stockholm
Mediaprovider Scandinavia AB
2013-01-24
Due to uncertainty about the company's financial situation.
Stockholm
Selena Oil & Gas AB
2012-12-27
Due to uncertainty about the company's assets
Stockholm
RURIC AB
2012-12-21
Due to uncertainty about the company's financial situation.
Stockholm
Kancera AB
2012-10-16
Due to uncertainty about the company's financial situation.
Stockholm
Nordic Surveillance
The company has applied for delisting. Proposal to liquidate the company. Moved from Main Market to First North per 201307-05.
Copenhagen
Stockholm
6
2012-09-05
Due to uncertainty about the company's financial situation.
Stockholm
Aqualife
2011-03-28
The company announced it will seek to raise capital as soon as possible in order to generate sufficient capital resources for continued operation of group activities.
Copenhagen
KIF Håndbold Elite
2011-02-24
The company has lost more than half of the share capital.
Copenhagen
ChronTech Pharma AB
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CONTACTS Issuer Surveillance Stockholm
[email protected] +46 8 405 70 50 Copenhagen
[email protected] +45 33 93 33 66 (switchboard) Helsinki
[email protected] +358 9 61 66 71 (switchboard) Island
[email protected] +354 525 2800 (switchboard)
Trading Surveillance Stockholm
[email protected] +46 8 405 62 90 Copenhagen
[email protected] +45 33 77 04 59 Helsinki
[email protected] +358 9 61 66 71 (switchboard) Island
[email protected] +354 525 2800 (switchboard)
Nordic Surveillance http://nasdaqomx.com/nordicsurveillance
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