The Disciplinary Committee of Nasdaq Stockholm has found that Wifog Holding AB 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 (33,100 US dollars).
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proposed authorization to issue shares for resolution at the annual general meeting on May 23, 2017 would be changed or withdrawn, or alternatively taken a decision to delay the disclosure pending a solution to the Company’s liquidity problem.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.