Stockholm, June 26, 2018 – The Disciplinary Committee of Nasdaq Stockholm has found that Wifog Holding AB (“Wifog” or the “Company”) has breached Nasdaq First North’s regulations (the “Rulebook”) and, accordingly, ordered Wifog to pay a fine amounting to four annual fees, corresponding to an amount of SEK 293,394.
The Disciplinary Committee has concluded that Wifog has acted in breach of good practices in the stock market by, in the notice to attend an annual general meeting announced on April 24, 2017, having proposed a resolution on the amendment of the terms of its convertible debentures in breach of the Swedish Securities Council’s statement AMN 2015:26 and by, in the same notice, having proposed and subsequently decided on an incentive program for Board members in breach of statement AMN 2002:01.
The Disciplinary Committee has also concluded that Wifog has acted in breached of item 4.1 of the Rulebook by not having disclosed that the proposed authorization to issue shares for resolution at the annual general meeting on May 23, 2017 would be changed or withdrawn, or alternatively taken a decision to delay the disclosure pending a solution to the Company’s liquidity problem.
Moreover, the Disciplinary Committee has concluded that Wifog has acted in breach of items 4.1 and 4.2.6 of the Rulebook by, in the press releases on May 18, July 3, July 25 and August 11, 2017 regarding a directed share issue and a liquidity shortage, not including sufficiently relevant and clear information to enable a correct assessment of the importance of the information.
The Disciplinary Committee has also found that the Company, by not publishing the press release from the extraordinary general meeting on March 22, 2018, has acted in breach of item 4.2.3 (b) in combination with items 4.2.1 and 4.1 of the Rulebook.
In view of these breaches, the Disciplinary Committee has also found that Wifog’s organization and staffing with respect to information disclosure has been deficient for an extended period. Therefore, on the dates of these breaches, Wifog has not met the requirements regarding capacity for disclosure of information as set out in item 2.2.4 of the Rule Book.
The Disciplinary Committee understands that, at the time of the breaches, Wifog was in a particularly difficult situation and that the Company, on its own initiative, has corrected certain breaches and subsequently taken measures to strengthen its organization and its procedures for information disclosure. At the same time, Wifog has in several respects acted in breach of the Rulebook, which the Disciplinary Committee considers to be serious. Therefore, the sanction is decided to amount to four annual fees.
A detailed description of the matter and the Disciplinary Committee’s decision is available at:
http://business.nasdaq.com/list/Rules-and-Reg...-2018.html
Participating in the Committee’s decision were former Supreme Court Justice Marianne Lundius, Authorized Public Accountant Svante Forsberg, Company Director Carl-Johan Högbom, Company Director Jack Junel and Company Director Anders Oscarsson.
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 company has acted in breach of the rules, the matter is referred to the Disciplinary Committee. Nasdaq 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. Fines levied by the Committee 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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