Stockholm, November 27, 2015 — The Disciplinary Committee of NASDAQ Stockholm AB (the “Exchange”) has found that Brighter AB (“Brighter”) has contravened the disclosure regulations of the First North (the “Rulebook”) and has therefore ordered Brighter to pay a fine corresponding to three times the company’s annual fee to the Exchange.
The case concerns Brighter’s contravention of items 4.2(a) and 4.13(d) of the Rulebook.
On December 18, 2014, Brighter distributed a press release with information that the work with completing and launching Brighter’s first product, Brighter One, was continuing according to plan. Brighter had received information in autumn 2014 that significant faults existed in the project and in how it was carried out. Therefore, in November the same year, Brighter ordered an impartial investigation to enable Brighter to take a decision regarding how the project had been managed prior to the planned launch of Brighter One. The investigation was presented to Brighter December 19, 2014, and pointed out a number of errors in the way the project had been run.
On February 6, 2015, Brighter disclosed in a press release that work with the product launch had been discontinued. The press release had a significant negative impact on the share price. The press release was published during trading hours. However, Brighter had not provided prior notice to the Exchange or its Certified Advisor (“CA”) that it intended to publish the press release.
The Disciplinary Committee notes that the press release dated December 18, 2014 was basically positive and aimed at confirming the perception that the launch of Brighter One would be carried out as planned in March 2015. According to the Disciplinary Committee, Brighter had no basis for conveying such positive and calming information to the stock market, particularly given that, at that time, Brighter was awaiting a presentation from the independent investigation that had been ordered and which was presented to the Company on December 19, 2014. In the view of the Disciplinary Committee, the publication of the press release under these circumstances means that Brighter has contravened item 4.2(a) of the Rulebook, which states that information disclosed must be correct, relevant and reliable, and must not omit any fact which is likely to affect the assessment of such information.
Furthermore, the Disciplinary Committee notes that Brighter should have realized that the information in the press release published February 6, 2015, regarding the discontinuation of the launch of Brighter One, was designed to significantly impact the Company’s share price. Under item 4.13 (d) of the Rulebook, the Company must notify the Exchange and the Certified Adviser immediately of circumstances that might necessitate a trading halt. In the view of the Disciplinary Committee, through not providing such advance warning about the planned disclosure, which could have caused the Exchange to decide to implement a shorter trading halt, Brighter has also acted in contravention of this item.
A more detailed description of the case and the Disciplinary Committee’s ruling is published on:
http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/disciplinarycommittee/decisions/
Participating in the Committee’s decision were former Supreme Court Justice Johan Munck, former Stock Exchange Governor Carl Johan Högbom, Company Director Anders Oscarsson, former Authorized Public Accountant Bo Magnusson 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 a listed company has acted in breach of the rules and regulations, the matter is reported to the Disciplinary Committee. The Exchange investigates the suspicions and pursues the matter and the Disciplinary Committee adjudges the matter and 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 Johan Munck (Chairman), Supreme Court Justice Marianne Lundius (Deputy Chairman), Professor emirita Madeleine Leijonhufvud, Company Director Stefan Erneholm and Company Director Anders Oscarsson. Deputies: Former Authorized Public Accountant Bo Magnusson, Lawyer Wilhelm Lüning, Company Director Jack Junel, Ragnar Boman (MBA) and Carl Johan Högbom (MBA).
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