Stockholm, July 27, 2017 – The Disciplinary Committee of Nasdaq Stockholm has found that XBT Provider AB (publ) (“XBT” or “the Company”) has breached Nasdaq Stockholm’s Rule Book for Issuers of warrants and certificates (“the Rule Book”) and other regulations in several respects and, accordingly, has imposed a fine on XBT amounting to SEK 1,000,000.
XBT has not complied with the internal routines and procedures (“Internal Rule Book”) supplied to Nasdaq in connection with its application, by the Company failing to ensure that the risk function reports to the Board, by the Company failing to implement an audit of the Company’s internet and IT security, by the Company failing to manage a significant change in operations in accordance with the Internal Rule Book, and by the Company failing to ensure that the regulatory compliance function monitored and controlled the Company’s compliance with applicable legislation and the Internal Rule Book or reported to the Board in accordance with the Internal Rule Book. The Company has thereby acted in breach of the conditions in the Exchange’s decision to grant an exemption from the requirement of Section 2.1 in the Rule Book that, to be approved, an issuer shall be a credit institution or a securities company with a permit from the Swedish Financial Supervisory Authority or equivalent authority within the EEA.
XBT has breached Sections 4.1 and 4.2 in the Rule Book by failing to publish information in the form of a press release through a news distributor and by the Company’s selective disclosure of information covered by the disclosure requirement.
XBT has, by failing to have documents that the Company identified by reference in the base prospectus and documents that are to be available to view on its website during the entire term of the base prospectus, breached Article 28.5 of the Prospectus Regulation[1] and Chapter 2, Sections 20 and 29 of the Financial Instruments Trading Act (“FITA”).
According to the Disciplinary Committee, XBT has also breached Section 2.3 of the Rule Book and Chapter 16, Section 4 of the Securities Market Act (2007:528) (“SMA”) when the Company failed to publish its Annual Reports for 2015 and 2016 within the prescribed and statutory time, and breached Section 2.3 of the Rule Book when the Company failed to publish an interim report for the first six months of 2015 on its website before the Exchange pointed this out.
Finally, XBT has, in the light of the misdemeanors above, breached Section 2.2 of the Rule Book, which states that a company shall possess requisite routines for reporting and monitoring that ensure the company fulfils applicable legislation and the Rule Book and has secure technical systems.
A detailed description of the matter and the Disciplinary Committee’s decision is available at:
http://www.nasdaqomx.com/listing/europe/surveillance/stockholm/disciplinarycommittee/decisions/
Participating in the Committee’s decision were former Supreme Court Justice Marianne Lundius, Supreme Court Justice Anne-Christine Lindeblad, MBA Ragnar Boman, Director Anders Oscarsson and Public Authorized Accountant Svante Forsberg.
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 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, Authorized Public Accountant Magnus Svensson Henryson and Authorized Public Accountant Svante Forsberg.
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Media Relations Contact: David Augustsson +46 8 405 61 35 david.augustsson@nasdaq.com |
[1] Commission Regulation (EC) No. 809/2004 from April 29, 2004