Committee´s decision on Arco Vara Tallinn, Estoni

Tallinn, Estonia, 2013-10-03 15:30 CEST (GLOBE NEWSWIRE) --  

On October 3, 2013, the Listing and Surveillance Committee of NASDAQ OMX Tallinn decided to impose a fine in the amount of 2 000 euros to Arco Vara AS for violation of NASDAQ OMX Tallinn rules and regulations chapter Requirements for Issuers (hereinafter RI) clauses 1.2.1, 3.2.1, 3.2.2, 7.6, 7.7.2 and 2.4.1.

Background:

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 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.

According to RI clause 3.2.2, if a new person is elected or appointed to the management board or supervisory board of an Issuer, the Issuer is required to disclose a short description of the previous three years’ professional experience and occupations in managements of the companies of the person as well as information about the number of the Issuer’s shares with voting rights held by the person. The provisions of the Securities Market Act shall be observed upon calculating the number of voting rights.

According to RI clause 7.6 the Issuer, except for an Issuer that is a credit or financial institutions with regard to those issues of debt securities that can be considered daily economic operations of the Issuer, is obliged to disclose information about the intended issue of debt securities. The disclosed information shall contain at least the following: the number, nominal value, maturity and interest rate of the debt securities to be issued; any guarantee or security given in respect of performing the obligations arising from the Issuer’s debt securities; the subscription conditions and issue price of the debt securities.

According to RI clause 7.7.2, after the close of the subscription period, the Issuer shall immediately make public information on the number of securities subscribed for.

According to RI clause 2.4.1 information is deemed disclosed when it is made public as a notice through the Exchange Information System.

On April 30, 2012, July 30, 2012, and August 5, 2013, Arco Vara AS disclosed via official information distribution system of the Exchange the election of new board members (Toomas Tool and Stefan David Balkin; Rain Lõhmus and Arvo Nõges; Allar Niinepuu), but did not disclose the required information, i.e. a short description of the previous three years’ professional experience and occupations in managements of the companies of these persons and information about the number of the Issuer’s shares with voting rights held by them.

On August 21, 2013, Arco Vara AS issued new bonds in the nominal amount of 750 000 euros, but did not disclose the information about the planned issue in advance and the subscription results after the subscription period had ended. The abovementioned information was disclosed only after the inquiry by the Stock Exchange.

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