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Tallinn Stock Exchange ANNOUNCEMENT 15.04.2005
COMMITTEE'S DECISION ON HANSAPANK
On April 14, 2005, the Listing and Surveillance Committee of the Tallinn Stock
Exchange (hereinafter: TSE) reviewed the circumstances identified and materials
collected in the course of supervisory proceedings carried out with respect to a
potential violation of the TSE Rules by AS Hansapank.
According to clause 1.2.1 of the part "Requirements for Issuers" (hereinafter:
RI) of the TSE rules, an Issuer is obliged to secure the disclosure of the
information specified in RI in such a form and within such time limits as
specified in RI.
According to clause 1.2.2 of the RI, an Issuer is obliged to disclose immediately
the details of any major changes in its business or other circumstances relating
to the Issuer which are not directly specified in RI, but which are not public
knowledge and which may, by virtue of their effect on the Issuer's assets,
liabilities, operations or reputation, affect price of its listed securities.
According to clause 1.2.4 of the RI, the Exchange may require that an Issuer
provide comments and/or additional information about the information or the
circumstances subject to disclosure by the Issuer. The Issuer is obliged to
submit the information required without delay.
According to clause 2.1.1 of the RI, the members of the supervisory board and
management board of an Issuer are under the obligation to scrutinise on an on-
going basis, within the scope of their competence, all the events and changes
taking place in the Issuer's operations to assess what information is subject to
immediate disclosure in accordance with RI.
According to clause 2.2 of the RI, whenever an Issuer becomes aware of any rumour
or report about the Issuer, true or false, that contains information that is
likely to have, or has had, an effect on the price of its securities, the Issuer
is required to immediately comment on the rumour or report by submitting a
respective notice to the Exchange.
According to clause 2.4.1 of the RI, the information is deemed disclosed in
accordance with these Requirements when made public as a notice through the
Exchange information system.
According to clause 3.5.1 of the RI, an Issuer is required to ensure fair and
equal treatment of all the holders of the Issuer's listed securities of the same
class in accordance with legislation and the issue terms of the securities.
According to clause 4.3.2 of the RI, an Issuer is required to inform all the
persons, who, pursuant to clause 4.1 of RI, are in possession of confidential
information, of the provisions of RI and to require such persons to act in
accordance with RI.
The Listing and Surveillance Committee of the TSE, having examined the
explanations issued by AS Hansapank and the materials collected in the course of
the supervisory proceedings carried out with respect to the activities of AS
Hansapank, established:
1. To ensure fair and equal treatment of all the shareholders, AS Hansapank
should have published information concerning the negotiations regarding the
takeover bid as a material event to be published immediately after becoming aware
of the negotiations, and also after receiving such a request from TSE. AS
Hansapank should have informed its parent company and its insiders with adequate
clarity about their duty to follow the requirements stipulated in the RI, and
ensured that Swedbank as the parent company of AS Hansapank is acting in
accordance with the information disclosure requirements.
Thus, we have to take the position that AS Hansapank has not performed the
obligations to ensure equal treatment of all shareholders and to assess and
publish information in accordance with the requirements. AS Hansapank has
violated the obligations set out in the RI, which oblige an issuer to disclose
all the important circumstances concerning the issuer, which may influence the
price of securities. Considering all the facts, this information should be
regarded as extremely important.
2. Violation by AS Hansapank of its obligations has been evidenced, as assessed
by the Listing and Surveillance Committee of the TSE, by the circumstances
identified in the course of the supervisory proceedings carried out by the TSE.
3. There are no objective circumstances which would have prevented AS Hansapank
from duly performing its obligations.
4. There are sufficient grounds to apply the legal remedies within the competence
of the TSE to AS Hansapank.
Therefore, the conduct of AS Hansapank reveals circumstances proving that the
conduct of AS Hansapank has been contrary to the obligations set out in clauses
1.2.1, 1.2.2, 1.2.4, 2.1.1, 2.2, 3.5.1 and 4.3.2 of the RI.
Based on the "Agreement on Listing Securities on Tallinn Stock Exchange"
concluded between the TSE and AS Hansapank and guided by clauses 10.1 and 10.2 of
the RI; clauses 2.5.2, 4.1.2.1, 4.3.1 and 4.8.1 of "Supervision" and clause 2.1
of "Rates of Fines" the Listing and Surveillance Committee of the TSE decided:
to impose a fine of two hundred and fifty thousand (250,000) kroons on AS
Hansapank for violation of clauses 1.2.4., 2.1.1., 2.2 and 3.5.1. of the RI.
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