The Disciplinary Committee of Nasdaq Stockholm has found that The Marketing Group PLC (“The Marketing Group” or “the Company”) has breached the regulations of Nasdaq First North (“the Rule Book”) in several respects and, accordingly, has imposed a fine on The Marketing Group amounting to two annual fees, corresponding to an amount of SEK 595,546.
The Disciplinary Committee finds that The Marketing Group has breached the Rule Book on several occasions during 2016 and 2017.
From July 18-25, 2016, the Exchange noted a significant increase in the Company’s share price. Following two contacts with the Company, the latest on July 25, 2016, the Company informed the Exchange that there was no inside information within the Company that could explain the price fluctuation. However, later on July 25 at 6:08 p.m., The Marketing Group issued a press release announcing the completion of an acquisition that represented a watershed event for the Company because it had now entered the US market. The press release had a positive effect on the share price. Therefore, according to the Disciplinary Committee, the Company has not complied with its obligation to immediately inform the Exchange and the Certified Adviser about any circumstances that might necessitate a trading halt, and thereby breached Rule 4.7 (e) of the Rule Book.
During July and August in 2016, the Company’s executive Chairman, also a major shareholder, made several statements about the Company and its share price on Twitter. According to the Disciplinary Committee, the statements made by the Chairman were highly inappropriate and misleading for the stock market. The statements made on August 25, 2016 also affected the Company’s share price. The refusal by a listed company’s Chairman to comply with the requests of the Exchange and the Company’s Certified Advisers to stop making such Tweets is damaging to the public confidence in the Exchange, Nasdaq First North and the securities market in general. The Disciplinary Committee therefore finds that the Company has breached Rule 7.2.1 of the Rule Book, Appendix B.
On the morning of January 26, 2017, the Company decided to cancel three previously announced acquisitions, which constituted inside information and therefore required disclosure as soon as possible. The press release was issued at 7:00 a.m. on January 27 – 22 hours after the decision to cancel the acquisitions was made. Such a time period cannot be considered consistent with the duty to publicly disclose inside information “as soon as possible.” The Disciplinary Committee therefore finds that the Company has breached Rule 4.1 of the Rule Book.
Finally, in light of the above violations, the Disciplinary Committee finds that The Marketing Group’s organization and staffing for information disclosure has been inadequate and that the Company has therefore not complied with Rule 2.2.4 of the Rule Book. Considering the Company’s ongoing strengthening of its organization, the Disciplinary Committee has limited the fine to an amount corresponding to two annual fees.