PRESS RELEASE December 9, 2010
The Disciplinary Committee of NASDAQ OMX Stockholm AB (“the Exchange”) has ruled
that the listed company HQ AB (“HQ”) on two occasions has breached the
Exchange's rules and regulations governing public information and the disclosure
of information to the stock market. Accordingly, HQ has been ordered to pay a
fine of three annual fees.
HQ has undertaken to comply with the Exchange's rules and regulations for
issuers applying at any given time, both on the date on which the company's
shares are admitted for trading and on a continuous basis after the listing has
been approved. On October 19, 2010 the Exchange approved HQ's application for
delisting from the stock exchange and decided that the last day of trading of
the company's shares on the Exchange would be November 26, 2010. However, the
rules and regulations apply during a period of one year following a delisting if
the violation occurred during the time of listing. According to the Exchange's
rules and regulations, a listed company must implement and uphold the requisite
procedures and systems for disclosing information, including systems for
financial reporting. The information disclosed must be accurate, relevant and
clear and may not be misleading. Information that is price sensitive must be
disclosed as soon as possible.
Delay in information about the settlement of the HQ's trading portfolio
The Disciplinary Committee has found that HQ has breached the Exchange's rules
and regulations (rule 3.1.1) governing the disclosure of information to the
stock market by delaying the disclosure of information about the wind down of
HQ's trading portfolio. Regarding disclosure of information about the reasons
for the wind down of the trading portfolio, the Disciplinary Committee rules
that this is not considered to have constituted a violation of the rules and
regulations.
Questions concerning the sale of HQ Funds
The Disciplinary Committee has found that HQ has breached the Exchange's rules
and regulations (rule 3.1.2) governing the disclosure of information to the
stock market when HQ failed to clearly communicate whether the transfer of HQ
Funds was conditioned by the extraordinary general meeting's approval or not.
The Disciplinary Committee does not rule that HQ has breached the rules and
regulations when informing about the repurchase options for HQ funds. Although,
the Disciplinary Committee points out that it would have preferred that
information regarding the repurchase option had been clearer and more precise.
Further, the Disciplinary Committee does not rule that HQ Bank breached the
Exchange's rules and regulations about related party transactions.
The Disciplinary Committee has ruled that HQ breached the Exchange's regulations
governing public information and the disclosure of information to the stock
market. Accordingly, the Disciplinary Committee has ruled that HQ must pay a
fine of 576 000 Swedish kronor, corresponding to three annual fees. In this
specific case, the Disciplinary Committee has considered the fact that HQ has
been de-listed and that the market value has substantially changed. Therefore,
the Disciplinary Committee has ruled that each annual fee shall correspond to
half of what the company paid per year, in total 288 000.
The full ruling of the Disciplinary Committee can be downloaded at:
http://www.nasdaqomx.com/listingcenter/nordicmarket/surveillance/surveillancepag
eengswe/?contentId=29646
About the Disciplinary Committee
The role of NASDAQ OMX 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 NASDAQ OMX Stockholm
suspects that a member or a listed company has acted in breach of NASDAQ OMX
Stockholm's rules and regulations, the matter is reported to the Disciplinary
Committee. NASDAQ OMX Stockholm 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. 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 Madeleine Leijonhufvud,
Company Director Stefan Erneholm and Company Director Hans Mertzig. Deputies:
Authorized Public Accountant Bo Magnusson, Lawyer Wilhelm Lüning, Company
Director Jack Junel, Ragnar Boman (MBA) and Carl Johan Högbom (MBA).
Media Contact:
Corporate Communications
+46 8 405 63 26
