14/02-2018 12:56:01: The Oslo Stock Exchange imposes a violation charge on Oceanteam ASA
On 14 February 2018, the Oslo Stock Exchange resolved to impose a violation
charge on Oceanteam ASA of NOK 1,315,300 for breach of the duty to disclose
inside information to the market and other Continuing Obligations for stock
exchange listed companies.
The Oslo Stock Exchange passed the following resolution: "A violation charge is
hereby imposed on Oceanteam ASA for material breaches of the Continuing
Obligations and the duty to immediately disclose inside information to the
market in an amount of seven times the annual listing fee, i.e. NOK 1 315 300,
cf. section 31 of the Stock Exchange Regulations and section 15.4 (1) of the
Continuing Obligations, and sections 17-4 (3) and 15-1 of the Securities Trading
Act and section 15-1 of the Securities Trading Regulations."
The resolution may be appealed to the Stock Exchange Appeals Committee pursuant
to the provisions of Chapter 8 of the Stock Exchange Regulations. Any appeal
must be submitted within two weeks.
A brief summary of the case:
Oceanteam ASA did not publicly disclose inside information about the resignation
by the Company's auditor in November 2017 sufficiently promptly. Stock exchange
listed companies are subject to a duty of disclosure that requires them to
publicly disclose without delay and on their own initiative inside information
that concerns the company directly.
In addition, the Company did not have an audit committee over a long period of
time as required pursuant to section 1 (2) the Stock Exchange Regulations, cf.
section 2.3 of the Continuing Obligations. The Company has also violated section
3.2 (1) no. 8 by not publicly disclosing information about the suspension of the
interim CFO in July 2017 immediately.
Furthermore, the Company has violated the duty to provide requested information
to the Oslo Stock Exchange within the deadlines set by the Exchange pursuant to
section 2.6 (5) of the Continuing Obligations and section 24 (7) of the Stock
Exchange Act on several occasions.
The Oslo Stock Exchange has also made an assessment as to whether the Company is
suitable for listing on the Oslo Stock Exchange due to the above-mentioned
violations, as well as a number of other matters which the Exchange is critical
of. These matters relates to, among others, handling of information and
disclosure of information to the market. After an overall assessment, the Oslo
Stock Exchange has concluded not to delist the Company's financial instruments
from trading. The Exchange has placed emphasis on the interests of the Company's
shareholders and bondholders in a continued listing of the Company. The Exchange
has however emphasized that if the Company does not take sufficient measures to
improve its routines, competence and disclosures to the market to avoid further
breaches of the rules applicable to stock exchange listed companies, a new
suitability assessment by the Exchange could lead to a delisting of the
Company's financial instruments.
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