Tallinn, Estonia, 2014-07-09 16:16 CEST (GLOBE NEWSWIRE) --
On July 9, 2014, the Listing and Surveillance Committee of NASDAQ OMX Tallinn decided to:
1) give a warning to AS Baltika for violation of NASDAQ OMX Tallinn rules and regulations chapter Requirements for Issuers (hereinafter RI) clauses 1.2.1, 3.2.1 and 2.4.1;
2) to impose a fine in the amount of 1 000 euros to AS Baltika for violation of RI clauses 1.2.1, 2.1.5, 2.4.1 and 7.11.1-7.11.2 and to oblige AS Baltika publish information regarding establishing Baltika Retail Ukraina Ltd and transferring holdings in OOO Kompania Baltman Rus in compliance with RI chapter 7.11 requirements;
3) to impose a fine in the amount of 1 000 euros to AS Baltika for violation of RI clauses 1.2.1, 3.8 and 2.4.1;
Requirements for Issuers:
According to RI clause 1.2.1 the Issuer is obliged to secure disclosure of information stated in RI in such a form and within such time limits as specified in RI.
According to RI clause 2.4.1 information is deemed disclosed when it is made public as a notice through the Exchange Information System.
1) Background of the decision:
According to RI clause 3.2.1 the Issuer shall immediately disclose information on any changes in the composition of the management board, the supervisory board and audit committee, or any change of auditors or procurators. An Issuer is also required to send a notice to the Exchange if any person specified in this clause has applied for resignation from his or her position and if an agreement has been reached with a person to be employed in any of the positions specified in this clause.
On April 30, 2014, AS Baltika published via official information distribution system of the Exchange its 1Q 2014 interim report, which included formerly undisclosed information about the extension of the service contract of Management Board Member Maigi Pärnik-Pernik. The contract was extended for the next three years.
2) Background of the decision:
According to RI clause 2.1.5 the Issuer is required to disclose all the information on the Issuer subject to disclosure pursuant to the provisions of these Requirements.
According to RI clause 7.11.1 an Issuer shall forthwith disclose a resolution on the partial or full acquisition of a holding in a company.
According to RI clause 7.11.2 the disclosed notice on a resolution to a holding shall contain at least the following information: the business name, area of operation and a description of the business of the company in which a holding will be acquired; the size of the holding to be acquired and its percentage in the share capital of the company to be acquired; the purpose of the acquisition and its effect on the Issuer’s operations; information on whether the transaction can be treated as a transaction with connected persons within the meaning of these Requirements and whether any members of the Issuer’s supervisory board and management board are otherwise personally interested in the transaction, and a description of the personal interest, if any; if the notice of acquisition of a holding includes a forecast of the effect of the transaction on the Issuer’s business in the following accounting periods, the notice shall contain a description of the assumptions and circumstances on which such forecast is based.
AS Baltika has not fulfilled its obligation to properly disclose information about establishing Baltika Retail Ukraina Ltd and transferring holdings in OOO Kompania Baltman Rus.
3) Background of the decision:
According to RI clause 3.8 the Issuer is obliged to immediately disclose information of any court or arbitration proceedings initiated by or against the Issuer, as well as of any court judgment or regulation or arbitration award, interim or final, whether or not having entered into force, that do or may have an effect on the price of the Issuer’s listed securities.
AS Baltika disclosed on September 18, 2012 that Clearstream Banking S.A. filed an action to Harju County Court and contested the decision of annual general meeting of April 20, 2012 regarding issuing convertible bonds and conditionally increasing the share capital.
AS Baltika has not disclosed via official information distribution system of the Exchange information about the verdict (in proceeding no 3-2-1-55-14) made about the aforementioned case by Supreme Court of Estonia on June 11, 2014.
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