Companies that wish to apply to be traded on First North must engage an Adviser. It is the Adviser that has the obligation to provide support and to ensure that the company initially as well as continuously meets the obligations associated with having shares admitted to trading on First North. In order to be approved as an Adviser, the adviser has to sign an agreement with the Exchange.
It is the Surveillance function at Nasdaq Nordic that is responsible for monitoring that both Companies and Advisers apply the First North Rules. Surveillance also monitors the trading on First North.
If a Company does not fulfill the First North rules, it is the Advisers responsibility to perform a short investigation of the matter and inform the Exchange about the infringement. Thereafter, it is the Head of Surveillance function at the Nasdaq Nordic that is responsible for the further handling of the matter. If the infringement is considered to be excusable or less serious, the Exchange can give written critizism to the company or publish a public warning. Violations of a more serious nature may result in fines, corresponding to 15 annual fees as a maximum, on the Company, or, in case of very serious breaches ceased trading in the company’s shares.
If an Adviser no longer fulfills the rules of First North the Exchange will investigate the causes for the non-compliance with the rules. If the violation can be considered excusable or less serious the Exchange will investigate the reasons for the infringement. If the breach is considered to be excusable or less serious, the Head of the Surveillance function at Nasdaq OMX Nordic may decide to impose criticism to an Adviser, or, in case of serious violations, revoke the agreement.
If you have any queries regarding the rules of First North Stockholm, please contact the Surveillance function.
Companies that wish to apply to be traded on First North must engage an Adviser. It is the Adviser that has the obligation to provide support and to ensure that the company initially as well as continuously meets the obligations associated with having shares admitted to trading on First North. In order to be approved as an Adviser, the adviser has to sign an agreement with the Exchange.
In the event a Company fails to comply with the Rules, the Exchange may impose a fine on the Company not exceeding 15 times the annual fee paid by the Company to the Exchange. Where such a violation is material, the Exchange may decide to remove the Company’s financial instruments from trading on First North. Removal may not take place if such a measure is regarded as generally inappropriate in the interest of investors or the market. Where the breach is of a less serious nature or is excusable, the Exchange may issue a warning to the Company. Decisions to issue a warning may be made public by the Exchange.
2017:1 Petrotarg AB
The Disciplinary Committee of Nasdaq Stockholm has decided that the shares of Petrotarg AB (“Petrotarg”) are to be delisted from trading on Nasdaq First North. The delisting will take effect on March 17, 2017, which is one month from when the Disciplinary Committee announced its decision on the matter.
2017:1 Petrotarg AB Press Release
2017:1 Petrotarg AB Press Release (Swedish)
2017:1 Petrotarg AB Decision
2017:1 Petrotarg AB Decision (Swedish)
2016:14 Melitho AB
The Disciplinary Committee of Nasdaq Stockholm has found that Melitho AB ("Melitho") has breached the rules of Nasdaq First North Bond Market ("the Rule Book") and therefore decided that the company’s corporate bond is to be removed from Nasdaq First North Bond Market by February 28, 2017.
2016:14 Melitho AB Press Release
2016:14 Melitho AB Press Release (Swedish)
2016:14 Melitho AB Decision
2016:14 Melitho AB Decision (Swedish)
2016:8 Deflamo AB
The Disciplinary Committee of Nasdaq Stockholm (“the Exchange”) has ruled that Deflamo AB (“Deflamo”) has contravened the generally accepted practices on the stock market, thereby breaching Nasdaq Stockholm First North’s regulations (“the Rule Book”), and has therefore issued a warning to Deflamo.
2016:8 Deflamo AB Press Release (Swedish)
2016:8 Deflamo AB Decision (Swedish)
2016:5 Mavshak AB
The Disciplinary Committee of Nasdaq Stockholm (“the Exchange”) has ruled that Mavshack AB (“Mavshack”) has breached Nasdaq Stockholm First North’s regulations (“the Rule Book”) and has therefore ordered Mavshack to pay a fine of SEK 293.304, corresponding to four times the company’s annual fee.
2016:5 Mavshak AB Press Release (Swedish)
2016:5 Mavshak AB Decision (Swedish)
2016:4 RealXState AB
The Disciplinary Committee of Nasdaq Stockholm (“the Exchange”) has found that RealXState AB (“RealXState”) has contravened the regulations of the Nasdaq First North (“the Rulebook”) and has thus ordered that the preference shares in RealXState be delisted from trading on Nasdaq First North with immediate effect.
2016:4 RealXState AB Press Release
2016:4 RealXState AB Decision
2015:5 Petrogrand AB
The Disciplinary Committee of Nasdaq Stockholm has decided that Petrogrand AB (“Petrogrand”) is to be delisted from First North. The delisting will take effect on February 4, 2016, which is two months from the date on which the Disciplinary Committee made its decision on the matter.
Regarding the breaches of Nasdaq Stockholm’s Takeover Rules, the Disciplinary Committee considers that a very high fine should be levied. With respect to the far-reaching sanction for the breaches of First North’s Rulebook regarding the disclosure of information, the Disciplinary Committee decided that the special fine for the breaches of the Takeover Rules was to be set at the lowest amount of SEK 50,000.
2015:5 Petrogrand AB Press Release
2015:5 Petrogrand AB Press Release (Swedish)
2015:5 Petrogrand AB Decision
2015:5 Petrogrand AB Decision (Swedish)
2015:4 Brighter AB (publ)
Disciplinnämnden vid NASDAQ Stockholm (“Börsen”) har funnit att Brighter AB (”Brighter”) överträtt First North regelverk (”Regelverket”) avseende informationsgivning och har därmed meddelat Brighter ett vite motsvarande tre årsavgifter.
2015:4 Brighter AB (publ) Beslut
2015:2 Avtech Sweden AB
Disciplinnämnden vid NASDAQ OMX Stockholm AB (“Börsen”) har funnit att Avtech Sweden AB (”Avtech”) brutit mot reglerna både vad gäller ofullständigheten i pressmeddelandet och i fråga om de uppgifter som lämnats i media. Disciplinnämnden har vid beaktande av vissa förmildrande omständigheter funnit, med viss tvekan, att Avtechs överträdelser kan karaktäriseras som mindre allvarliga. Påföljden har därför ansetts kunna stanna viden varning.
2015:2 Avtech Sweden AB Beslut
2015:1 Oniva Online Group Europe AB
The Disciplinary Committee at NASDAQ OMX Stockholm AB (the “Exchange”) has found that Oniva Online Group Europe AB (“Oniva”) has contravened the NASDAQ OMX Rulebook for Issuers (the “Rulebook”) regarding disclosure rules and has therefore ordered Onivato pay a fine equal to twice the company’s annual fee to the Exchange.
The Disciplinary Committee has decided to delist Russian Real Estate Investment Company AB from First North. The delisting will take effect on May 9, 2014, which is two months from the date on which the Disciplinary Committee announced its decision on the matter.
The Disciplinary Committee has decided that Selena Oil & Gas Holding AB is to be delisted from First North Premier. The delisting will take effect on May 9 2014, two months from the date on which the Disciplinary Committee announced its decision on the matter.
The Disciplinary Committee of NASDAQ OMX Stockholm AB (“the Exchange”) has found that HCS Holding AB (“HCS”), whose shares are traded on First North, has contravened the First North Nordic Rulebook in respect of disclosures and has ordered HCS to pay a fine of SEK 100,000 corresponding to two annual fees.
The Disciplinary Committee of NASDAQ OMX Stockholm AB (“the Exchange”) has found that Forestlight Entertainment AB (“Forestlight”), whose shares are traded on First North, has contravened the First North Nordic Rulebook in respect of disclosures and has ordered Forestlight to pay a fine of SEK 100,000 corresponding to two annual fees.
The Disciplinary Committee of NASDAQ OMX Stockholm AB (“the Exchange”) has found that CybAero AB, whose shares are traded on First North, has contravened the disclosure obligation rules stipulated in the First North Nordic Rulebook and has ordered CybAero AB to pay a fine of 100 000 kronor corresponding to two annual fees.
The shares in Orasolv AB (“Orasolv” or the “Company”) are traded on the First North trading platform of NASDAQ OMX Stockholm AB (the “Exchange”). In conjunction with the application for listing of the shares, Orasolv signed a pledge to comply with the Exchange’s prevailing First North Rulebook, (“Rulebook”).
On February 29, 2012, Orasolv published a press release with information about the record date, and the date for distribution of shares in Orasolv’s wholly owned subsidiary Orasolv Products AB (name changed to Rubicon Life Science AB (“Rubicon”)). The spin out decision was resolved at an extraordinary general meeting held on February 27, 2012 (the “EGM”). The press release regarding resolutions passed at the EGM, which was published on the same day, stated that the EGM had authorized the Board of Directors to decide the record date for the spin out.
The Exchange noted that the press release, which was published on February 29, 2012 at 12.10 p.m., stated that the Board of Directors of Orasolv, at a meeting on February 27, 2012, resolved that the record date for distribution should be on March 1, 2012. This essentially meant that any acquisition of the Company’s shares on February 28, as well as during the morning of February 29, was made without the right to participate in the spin out and investors lacked the opportunity to consider the effects of the spin out. According to information provided to the Exchange, the Company’s certified advisor was not informed in advance of the company action.
As a result of the above action, the Exchange sent a letter with questions to the Company on March 21, 2012, the letter was responded to on April 11, 2012.
Response from the Company
The Company has confirmed and further regrets that information regarding the record date was not published on the same day as the resolution by the Board of Directors. In consequence thereof, the Company has taken actions to ensure that the mistake is not repeated.
Assessment by the Exchange
According to the information memorandum prepared in connection with the new share issue, which Rubicon carried out prior to the listing on Aktietorget, Rubicon was valued at just over SEK 12 million prior to the issue (pre-money). Orasolv was valued at SEK 32 million on February 27, 2012 (the day of the spin out decision). Although the spin out of Rubicon did not result in any clear and immediate correction of the share price, the Exchange believes that the price decline that has occurred in the shares of the Company since February 23, 2012, was materially due to the spin out. The value at which Rubicon’s shares were traded on Aktietorget and the information provided in the abovementioned information memorandum strengthens this conclusion.
It is the opinion of the Exchange that, by not disclosing information regarding the record date in adequate time (at the latest February 28, 2012 before the opening of the Exchange), the Company breached Chapter 4.1(a) of the Rulebook. Therefore, acquisitions of the Company’s shares on February 28, as well as during the morning of February 29, were made without the right to participate in the spin out of Rubicon. Consequently, investors did not have the opportunity during this period to evaluate this corporate action and did not have sufficient information to correctly form an opinion of the price of the Company’s shares.
According to the Exchange, based on the fact that the company action was to be considered price-sensitive, the Company should have informed its certified advisor about the forthcoming spin out according to Chapter 4.13(a) of the Rulebook.
Conclusions by the Exchange
It is the opinion of the Exchange that the Company has violated Chapters 4.1(a) and 4.13(a) of the Rulebook.
Pursuant to Section 7.3 and Supplement B of the Rulebook, the Exchange may submit breaches of the Rulebook to the Exchange’s Disciplinary Committee for further review and a possible issuance of a fine. If the breach of the Rulebook is of a less serious nature or is deemed excusable, the Exchange may also issue a warning. Considering that in all material respects the matter in question was the consequence of a human error and not an intentional act carried out to withhold information from the market, the Exchange, following its overall assessment, has resolved that issuing a warning to Orasolv is sufficient in this matter.
The Exchange issues a warning to Orasolv.
Consequently, the matter is closed as far as the Exchange is concerned.
The shares of Empire AB (“Empire” or “the Company”) are traded on the First North trading platform of NASDAQ OMX Stockholm AB (“the Stock Exchange”) in the Premier segment. In conjunction with the application for listing of the shares, Empire signed a pledge to comply with the Stock Exchange’s prevailing First North Premier Rulebook (“the Rulebook”).
On November 28, 2011, the Board of Directors of Empire convened an Extraordinary Meeting of Shareholders for December 13, 2011. An advertisement of the official notification was published in Svenska Dagbladet and in Post- och Inrikes Tidningar. The official notification included motions for resolutions on the implementation of three non-cash share issues. This was to entail an increase in the number of class B shares outstanding by 771,046 shares, corresponding to dilution of nearly 8 percent of the Company’s share capital. On January 23, 2012, Empire published a press release from the Extraordinary Meeting that was held on December 13, 2011. The press release noted that documents had been presented in accordance with Chapter 13, Sections 6-8 of the Swedish Companies Act and that the Meeting had resolved to issue new class B shares in exchange for contribution in kind pursuant to the Board’s motions. The press release concerned contained no reference to the Company’s website or Certified Adviser.
On March 20, 2012, the Company published the official notification of its Annual General Meeting in Post- och Inrikes Tidningar and through an advertisement in Svenska Dagbladet. Empire’s notification was not published in the market through a press release until 10:17 a.m. on the same date. The notification included a motion to authorize the Board to resolve on a share issue entailing dilution by 2,000,000 shares – corresponding to 19 percent of the Company’s share capital.
Due to the actions above, the Stock Exchange sent a letter on February 6, 2012 containing questions to the Company’s Certified Advisor, Remium Nordic AB, to which the Company responded on March 4, 2012.
In view of the Company’s response, the Stock Exchange issued a statement of reprimand on May 9, 2012. The Company responded in writing to the statement of reprimand on May 24, 2012.
Empire acknowledged the circumstances that the Stock Exchange had formally put forth to the Company. In summary, the Company forwarded the following explanation of its shortcomings:
While the official notification of the Extraordinary Meeting of Shareholders that was held on December 13, 2012 was published on Empire’s website, it was unfortunately not published through Empires distribution service for price-sensitive information. This was due to a purely administrative error during a period when the workload was onerous in conjunction with the sale of the Company’s largest operation. Similarly, the press release from the Extraordinary Meeting of Shareholders was also published late due to an oversight resulting from the aforementioned situation. In addition, the press release lacked certain information that can also be traced back to the aforementioned situation. However, Empire is of the opinion that the Company acted quickly after realizing that the minutes had not been distributed in time.
Concerning the publication of the official notification of the Annual General Meeting, the Company claimed that the nature of this oversight was partly different from the other matters. While the other matters pertained to incorrect administration, oversights and substandard procedures, this one was due in part to an assessment of the nature of the information. Empire has received exactly the same authorization for a number of years, meaning that the resolution carried on from the preceding year’s authorization. The Company does not believe that the authorization to issue shares could be considered to constitute price-sensitive information, since this has been a standard item on the agenda for many years. The Company has reviewed and addressed the shortcomings in its procedures, which has included appointing an investment relations company, Wildeco, to support the Company in its distribution of information moving forward.
The Stock Exchange’s assessment
The Rulebook includes a special section of information rules pertaining to companies listed on First North Premier – Appendix L. These information rules match the corresponding rules for the Stock Exchange’s principal market. Rule 3.3 of Appendix L stipulates that official notification of a General Meeting of Shareholders must be published. The instructional text related to this rule stipulates that at a General Meeting of Shareholders motions for resolution that are of a price-sensitive nature must be published as soon as possible, even if the motion will subsequently be included in the official notification of the General Meeting of Shareholders. Notifications containing price-sensitive information must not be published later than the date on which the official notification is sent to, for example, a newspaper for publication. Regardless of whether or not the official notification contains price-sensitive information, it must, as a rule, be published at the same time as it is sent to, for example, a newspaper. The official notification, however, must always be published the night before it is published in the newspaper and prior to it being made available on the company’s website.
Rule 3.4 of Appendix L stipulates that the company must publish motions and resolutions resulting in a change in the company’s share capital or number of shares or other share-based securities, unless the motion or resolution is insignificant. The preconditions and terms and conditions for such an issuance must be published, as must the result of the issuance.
The aforementioned indicates a direct and clear obligation to publish the official notification of a General Meeting of Shareholders. The Stock Exchange has concluded that Empire did not issue official notification of the Extraordinary Meeting of Shareholders on December 13, 2011, in accordance with rule 3.3 of Appendix L. Furthermore, the Company did not publish the Board’s motion for a non-cash issue in accordance with rule 3.4 of Appendix L. Since the total dilution corresponded to slightly more than 8 percent of the Company’s share capital, the Stock Exchange is of the opinion that the scope of the dilution could generally be expected to impact the price of the Company’s share and thus constituted price-sensitive information.
The Stock Exchange also noted that the official notification of the 2012 Annual General Meeting was not published in accordance with rule 3.3 of Appendix L. The notification included a motion to authorize the Board to resolve on a share issue resulting in dilution by 2,000,000 shares – corresponding to 19 percent of the Company’s share capital.
Such information must be published in the same way that the Company publishes all other price-sensitive information, i.e. through a press release, pursuant to rule 1.5 of Appendix L. Publication through Svenska Dagbladet and Post- och Inrikes Tidningar alone and via the Company’s website does not constitute publication under the Rulebook. Since the official notification of the Extraordinary Meeting that was held on December 13, 2011 included motions for resolutions that were of a price-sensitive nature, the Stock Exchange is of the opinion that it is particularly serious that the notification was not published at the same time as it was sent to newspapers for publication.
Press release from the Meeting
Rule 3.3 of Appendix L requires the company to publish resolutions made by a General Meeting of Shareholders, unless the resolution is of minor significance. The instructional text related to rule 3.3 stipulates that after the Meeting the company must always issue a press release containing information on resolutions made at the Meeting. This applies even if the resolution corresponds to previously published motions.
Rule 1.3 of Appendix L stipulates that information must be published as soon as possible barring mitigating circumstances. The information must be published so that it becomes available to the public in a prompt and nondiscriminatory fashion.
The press release must include details concerning the time and date of publication and information regarding the website, pursuant to rule 1.5 of Appendix L. Furthermore, the name of the company’s Certified Adviser must be listed pursuant to rule 4.2 (b) (i) of the Rulebook.
Empire’s press release from the Extraordinary Meeting that was held on December 13, 2011 was not published until January 23, 2012 through a press release to the market. Accordingly, the Stock Exchange’s opinion is that the information was not published on time. The press release from the Meeting should have been published when the Meeting ended on December 13, 2011 or, if the Meeting was concluded after the Stock Exchange had closed, before the Stock Exchange opened on December 14, 2011. The press release from the Meeting did not include details concerning time and date, website or information about the Company’s Certified Adviser.
Accordingly, Empire is in breach of rules 1.3, 1.5 and 3.3 of Appendix L, as well as rule 4.2 (b) (i) of the Rulebook.
The conclusions of the Stock Exchange
The Stock Exchange believes that the Company, through shortcomings in the procedures for distributing information to the Stock Exchange and the market, is in breach of rules 1.3, 1.5 and 3.3 of Appendix L, as well as rule 4.2 (b) (i) of the Rulebook.
Pursuant to Section 7.3 and Supplement B of the Rulebook, the Stock Exchange may submit breaches of the Rulebook to the Stock Exchange’s Disciplinary Committee for review and a decision concerning a possible fine. If the breach of the Rulebook is of a less serious nature or is excusable, the Stock Exchange may also issue a warning. Since in all material respects the actions in question resulted from administrative errors on the part of the Company and were not intentional acts aimed at withholding information from the market, the Stock Exchange, following its overall assessment, believes that issuing a warning to Empire is sufficient in this matter.
The Stock Exchange issues a warning to Empire.
The matter is thus concluded as far as the Stock Exchange is concerned.
NASDAQ OMX Stockholm (the “Exchange”) issues a warning against SRAB Shipping AB (“SRAB”). SRAB is traded on First North.
According to 4.2 in the First North Rule Book (the “Rules”) publication of price-sensitive information shall take place as soon as possible, i.e. in direct conjunction with the adoption of a resolution, an election having taken place, or a circumstance becoming known to the company. The information must be correct, relevant, and reliable, and must not omit any fact which is likely to affect the assessment of such information. The information shall simultaneously with the disclosure to the market be provided to the Certified Adviser and to the Exchange. According to 4.6 of the Rules this applies also to reports of annual earnings figures and half-yearly reports.
On October 12th 2010, the Board of SRAB resolved to establish a balance sheet for liquidation purpose. On the same day the Exchange noticed that the Company, at 11:58 am, had published a press release regarding the resolution but that the press release was only available on the Company’s website and on the website of the Company’s news distributor. Neither the Exchange nor any of the major news agencies had at the time noticed the news. Thus, the Exchange requested the Company, through its Certified Adviser, to disclose the information again in accordance with the requirements of the First North Rulebook. An updated press release was issued at 2:06 pm on the same day. The Exchange noted that the share price fell from the point in time at which the press release was available at the website until it was disclosed in accordance with the First North Rulebook.
The Exchange noted in connection with this that the Company had not published its half-yearly report in accordance with 4.2 of the Rulebook. As in the situation on October 12th 2010, the Company's half-yearly report was only made available on the Company's website and at Cision's website. Neither the Exchange nor any of the major news agencies had noted the report. The investigation of the matter shows that the Company's inadequate disclosure are likely due to handling errors in the publication of the relevant information on the Company’s news distributor’s website. This does however not deprive the Company from its responsibility for the incorrect publication. Since the matter concerned price sensitive information, the Company should have been extra careful when publishing the information to ensure that the information was made available for market participants at the same time
According to Section 7.3 of Supplement B of the Rules the Exchange can bring matters to the Disciplinary Committee for the Disciplinary Committee to impose fines or to decide on the removal of financial instruments from admission to trading on First North. If the breach of the Rules is of a less serious nature or is excusable the Exchange can also issue a warning.
Based on the fact the SRAB’s breach of the Rules has been caused by mistakes and that it has not been the intention by SRAB to hide information from the market the Exchange in this case considers it enough to issue a warning.
Press release, September 16, 2008
Disciplinary Committee of the OMX Nordic Exchange Stockholm fines Pilum
Pilum AB, whose shares are traded on the OMX Nordic Exchange Stockholm’s alternative marketplace, First North, violated the Exchange’s regulations by not handling price-sensitive information correctly. The Exchange’s Disciplinary Committee ruled that Pilum must pay a penalty of two annual fees, meaning SEK 100,000.
The shares of Pilum AB are traded on the alternative marketplace First North, which is operated by the OMX Nordic Exchange Stockholm. According to the regulations for First North, a company must publish information as soon as possible regarding events and circumstances that are expected to be of a price-sensitive nature.
On April 8, 2008 at 4:20 p.m., Pilum signed an agreement with Bravida Sverige AB to acquire Bravida’s unit for industrial filters. With this acquisition, Pilum more than doubled in size. The transaction was thus of great significance in assessing the Pilum share price. Not until 2:01 p.m. on April 9 did Pilum publish a press release on the completed transaction. The Exchange received notification of the transaction prior to the opening of trade on April 9 through the company’s Certified Adviser. Since no information regarding the acquisition was available to the market in conjunction with the start of trading on April 9, the Exchange decided to suspend trading in the share.
The Disciplinary Committee notes that it is evident that Pilum’s agreement with Bravida was of considerable importance in assessing the Pilum share price. According to the main rule, the company was thus obligated to disclose information regarding the agreement as soon as possible. There was no option to postpone publication.
Accordingly, the Disciplinary Committee finds that Pilum had neglected the rules regarding information in First North’s regulations. Even considering the fact that it was possible to suspend trading of the company’s shares, this negligence cannot be considered minor or excusable. The Disciplinary Committee fines Pilum AB an amount corresponding to two annual fees, meaning SEK 100,000.
Johan Munck, Marianne Lundius, Madeleine Leijonhufvud, Hans Mertzig and Stefan Erneholm participated in the committee’s ruling.
For further information:
Anders Ackebo, OMX Nordic Exchange Stockholm +46 (0)8-405 70 10
About the Disciplinary Committee | The role of OMX Nordic Exchange in Stockholm’s Disciplinary Committee is to consider suspicions regarding whether Exchange Members, brokers or listed companies have breached the rules and regulations applying on the Exchange. If the Exchange suspects that a member, broker or listed company has acted in breach of the Exchange’s rules and regulations, the matter is reported to the Disciplinary Committee. The Exchange 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, while brokers may be warned or have their brokerage license rescinded. 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: Supreme Court Justice Johan Munck (Chairman), Supreme Court Justice Marianne Lundius (Deputy Chairman), Madeleine Leijonhufvud (professor), Stefan Erneholm (company director) and Hans Mertzig (company director). Deputy Members: Hans Edenhammar (MBA), Claes Beyer (lawyer), Jack Junel (company director), Ragnar Boman (MBA) and Carl Johan Högbom (MBA).
The shares of CISL Gruppen AB (“CISL”) are traded on First North, a marketplace operated by OMX Nordic Exchange Stockholm AB (“Exchange”). The shares have been placed on the First North’s observation list since May 30, 2007.
The Exchange has proposed that the Disciplinary Committee decide on the removal of CISL shares from trading.
CISL has submitted the matter to the Disciplinary Committee for examination.
Pertaining to the case, on January 30, 2008, oral proceedings were conducted, whereby the Exchange was represented by the Department Manager, Anders Ackebo, and Senior Legal Counsel, Ulf Lindgren, and CISL Gruppen was represented by the President Lars Björk.
Pursuant to Point 2.2.4 of the applicable rules and regulations for First North, a company whose shares are listed for trading must have an organization and staffing that can cope with providing relevant information about the company to the market. Pursuant to regulation Point 4.2, information that is provided in accordance with the rules must be published as soon as possible, meaning in direct conjunction with a decision made, an election taking place or an event becoming known to the company. The information must be accurate, relevant and reliable and no circumstances may be omitted that can influence assessments of the information.
The regulations further state (Points 7.2.1 and 7.2.2) that if a company, in essential aspects, breaches the rules or no longer meets the requirements, the company’s shares can be delisted, unless such action is not suitable from the viewpoint of the shareholders or the market.
The investigation into the matter revealed that CISL owns 30 percent of the US company, La Jolla Gaming Inc., and nearly 100 percent of Gamers Paradise Holding AB. Information about the companies, La Jolla and Gamers Paradise, must be considered of material significance to the evaluation of CISL shares. A review of the press release from CISL and other relevant material indicates that during 2006 and 2007 CISL continuously submitted excessively positive information about both companies, while negative information was withheld from the market. The information thus ended up being misleading, which meant that share trading occurred under erroneous conditions. Consequently, it must be considered that CISL had seriously breached First North’s regulation Point 4.2. The violation is deemed extremely serious since it involves a holding that, in CISL’s opinion, represents CISL’s most valuable assets. Despite repeated reminders from the Exchange, CISL neglected to provide the market with relevant information about this holding.
Furthermore, CISL withheld information about a holding of 150 million of subscription rights in an associate company and published information concerning the Board’s decision pertaining to two share issues far too late – in one instance, nearly seven months following the decision.
Admittedly, CISL now has a new President. However, violation of the regulations that occurred earlier is very severe. According to the Disciplinary Committee, CISL has not verified that it now has a new organization and staffing that can cope with providing relevant information concerning the company to the market. For eight months, CISL’s shares have been placed on the First North’s observation list. Placement on the observation list occurs for a limited time, normally six months. The intention is that during placement on the observation list, the circumstances for such placement shall be eliminated. However, this has not occurred in CISL’s case, and it is not possible to predict when the company will be returned to its ordinary position on the share list.
Due to the aforementioned, the Disciplinary Committee and the Exchange both believe that CISL’s shares shall be removed from trading on First North as soon as possible. This action cannot be regarded as unsuitable from the viewpoint of the shareholders or the market.
The Disciplinary Committee has decided that the shares in CISL Gruppen AB shall no longer be traded on First North. This decision shall become effective no later than one week following its publication.
Last day of trading for Abaris Ejendomme A/S
The trading in Abaris Ejendomme A/S will end due to the reasons mentioned below.
Last day of trading will be on 19 November 2007.
Orderbook ID: 40477
The stock is being delisting, due to the fact that First North repeatedly has requested the
management of the company to get a statement regarding the conditions within the company,
including the allegations that were published through the press on 18 October and 19 October 2007,
the matter in question apparently being the main activities of the company. First North has not
succeeded in getting this information.
The Certified Adviser for Abaris Ejendomme, Nordic Corporate Finance, announced on 19 October
2007, that they no longer wished to be Certified Adviser for Abaris Ejendomme A/S. Furthermore
the Certified Adviser stated that the chairman of the board of directors, Dan Terkildsen, and member
of the board of directors, Michael Eide, resigned from the board on 19 October 2007.
The CEO of the company, being the only remaining member of the board, Kaj Thisted, announced
on 29 October 2007 that he had resigned from the company’s management. Therefore the company
is without a Certified Adviser, management and board of directors.
In the light of the additional insecurity concerning the company’s situation on 29 October 2007, First
North suspended the trading of the shares in Abaris Ejendomme. The trading with the company’s
shares is still suspended.
With effect from 20 November 2007, First North has decided to delete the company’s shares from
the trading on First North. The deletion is carried out on the basis of section 7.2.2 in Rulebook for
First North and the Securities Trading Act section 42e (1).
The decision of the deletion is based on the following:
• There is decisive insecurity concerning the conditions of the company.
• First North has repeatedly tried to contact the management of the company to get a
clarification of the conditions of the company. This has not been possible.
• The company’s Certified Adviser has left the company with reference to the fact that it was
not possible to get access to information from the company and therefore the Certified
Adviser were not able to fulfil their obligations.
• Both the board of directors and the management of the company have decided to leave the
company with reference to the insecurity that has arisen.
• Initiative has not been taken, to re-establish the managerial situation of the company.
• A company on First North must have the right organization and the right employees to fulfil
the demands, concerning disclosure of information to the market. This is not the case for
• In reality the company has closed down and no longer exists as a company admitted to
trading, since it has not responded to the approaches from First North, since it does not
publish announcements, since it has no management and no steps have been taken to reestablish
First North has concluded that a company does not exist, with the competencies or the will to meet
the conditions that derive from being a company admitted to trading on First North. Thus First North
has decided to not have Abaris Ejendomme admitted to trading on First North. As a consequence,
Abaris Ejendomme is deleted from First North.
For further information, see the company announcements from Abaris Ejendomme.
FME Europe AB no longer meets the requirements for trading on the alternative marketplace First North. Accordingly, the Disciplinary Committee of the OMX Nordic Exchange Stockholm has decided that the company's share is no longer to
be listed for trading on First North. The delisting applies with immediate effect. This represents the first time that a company has been delisted from First North involuntarily.
The FME Europe AB (formerly Fly Me Europe AB) share has been listed for trading on the alternative marketplace First North, which is operated by the OMX Nordic Exchange Stockholm. According to the regulatory framework for First North, listing presupposes reasonable prospects for trading in the share in question. Moreover, the company in question must have signed an agreement with a Certified Adviser and have an organization and staff able to submit relevant information about the company to the market.
The Disciplinary Committee finds that FME's only operational subsidiary has been declared bankrupt and that FME itself is in the process of corporate reorganization. The company currently lacks an agreement with a Certified Adviser and its financial situation is extremely unclear. There is also some uncertainty as to the company's ability to meet disclosure requirements. The company's share has been suspended from trading for more than eight months and it is unclear when conditions might prevail that would warrant rescinding the suspension. Accordingly, the Exchange's Disciplinary Committee has decided that
the FME share will no longer be listed for trading on First North. The decision applies with immediate effect.
OMX Nordic Exchange Stockholm issues warnings to the First North company Bringwell AB. The CEO of Bringwell had disclosed price sensitive information in an interview before the information had been made public.
According to the rules applicable for First North companies all price sensitive information shall be disclosed immediately. The disclosure should be done by sending the information to such media that can effectively spread the information to the public. The information shall at the same time be sent to the company’s Certified Adviser and to the exchange. On September 6th, Dagens Industri published an interview with the CEO of Bringwell, telling that the company had acquired a Norwegian company the day before. The information about the deal was made public to the market through a press release on September 6th at 8.20 am. However, the information was revealed to the journalist the day before, on September 5th. By disclosing the information to the journalist before making it public by issuing a press release, Bringwell has violated the First North rules. The exchange has decided to issue a warning to Bringwell for its actions.
OMX Nordic Exchange has today decided to issue warnings to the First North company PV Enterprise Sweden AB.
PV Enterprise made one of their quarterly reports available on their web page before the report had been made public.
The First North rules state that a quarterly report should be made public as soon as possible in the way that is described above. PV Enterprise’s quarterly report for the first quarter 2007 was available on the company’s web page on June 4th at about 2.40 pm, approximately 20 minutes before it was made public according to the rules. It is the company’s responsibility to make sure that no price sensitive information is disclosed beforehand. Since PV Enterprise did not succeed in this, the company has violated the First North rules. The exchange has decided to issue a warning to the company.
FlyMe Europe AB handled its information-disclosure activities in a manner that contravened First North’s rules when the company announced a business transaction in such a way that it seemed to be signed and sealed, despite this not being the case. Accordingly, the Stockholm Stock Exchange has decided to warn the company.
FlyMe Europe AB’s (FlyMe’s) shares are traded on First North, the Stockholm Stock Exchange’s alternative marketplace. According to First North’s regulations, information disclosed by a company must be correct, relevant and reliable, and no information may be omitted that could influence assessments of the company.
On September 1, 2006, FlyMe issued a press release with the headline “FlyMe purchases British airline Astraeus”. FlyMe stated in the release that its investment in the share acquisition amounted to GBP 6 M. The release did not contain any information to the effect that certain conditions had to be met.
On September 25, 2006, FlyMe issued a press release with the headline “FlyMe concludes new agreement with UK airline Astraeus.” It was stated in this release that FlyMe and Astraeus had mutually agreed not to proceed with the previously announced transfer of 51 percent of Astraeus’ shares to FlyMe. The release did not give any reasons for the abandonment of the deal.
FlyMe subsequently reported in a press release dated September 29 that one of the conditions for the canceled transaction had been the granting of permission for the deal by the British Civil Aviation Authority (CAA) within a certain time period. The release went on to say that, when permission from the CAA was not received within the stated time period, the parties had agreed not to seek an extension of the period for granting approval. Accordingly, the purchase agreement had been annulled and the two airlines had instead entered into a “dry leasing” agreement.
In the press release that FlyMe issued on September 1, the company should at least have stated that the agreement was subject to the CAA approval, since this information was essential to the market’s assessment of the transaction. But this was not the case, and nor did FlyMe give any reasons for the cancellation of the deal in its press release of September 25. This infraction is deemed particularly serious in view of the first press release being formulated so as to indicate that the transaction had been finalized.
This means that FlyMe has failed to handle its information-disclosure activities in the manner stipulated in First North’s regulations and, accordingly, the Stockholm Stock Exchange has warned FlyMe. The Stockholm Stock Exchange did not find any grounds to direct any criticism at Remium AB, FlyMe’s advisor at First North.