STOCKHOLM, Sweden, Feb. 21, 2002 (PRIMEZONE) -- SAS has been found to have contravened the disclosure obligation in the company's listing agreement. Stockholmsborsen's Disciplinary Committee has imposed a penalty on SAS, after the Committee had concluded that SAS had been negligent with respect to the information it provided in connection with the European Commission's investigation of SAS regarding suspicions of breaches of the EU's competition rules.
On February 2, 2001 the European Commission submitted documents to the then SAS Sverige AB containing charges that SAS had violated the EU's competition rules by engaging in a certain form of collusion with Maersk Air. In a letter to the Commission dated April 4, 2001, SAS admitted that it had violated the applicable competition rules. The market was not provided with any information about this admission of guilt. Subsequently, SAS focused entirely on a discussion with the Commission regarding the size of forthcoming fines. On July 18, 2001, the European Commission decided to fine SAS a total of slightly more than EUR 39 million for the company's violation of the competition rules.
SAS's legal structure was changed in June 2001, as a result of the shares in SAS Sverige AB being acquired by a newly formed company, SAS AB. Trading in SAS AB shares on Stockholmsborsen commenced on July 6, 2001, after trading in SAS Sverige AB shares had ceased.
The Disciplinary Committee has now considered two cases of alleged breaches of the disclosure obligation, pursuant to the listing agreement that was in force between SAS Sverige AB and Stockholmsborsen and is in force between SAS AB and Stockholmsborsen. In the first case, the Committee found that the admission of guilt SAS had submitted to the European Commission on April 4, 2001 could be regarded as information of such special significance that it should have been made public in accordance with the provisions of the listing agreement. The Committee found that SAS Sverige AB, by failing to provide such information, had disregarded the disclosure obligation in the listing agreement and was thus in breach of the agreement. Accordingly, Stockholmborsen's Disciplinary Committee has ruled that SAS pay a penalty corresponding to four annual fees: a total of approximately SEK 985,000 to Stockholmsborsen.
The second case pertained to the contents of the prospectus that had been prepared in connection with the listing of the newly formed company, SAS AB, and which had been signed on May 18, 2001. In this prospectus, SAS commented for the first time on the European Commission's investigation by stating, inter alia, that the grounds for the investigation were suspicions that SAS and Maersk had divided up markets between them and that they had in other ways restricted competition in a non-permissible manner. SAS also stated in the prospectus that the Commission, on the basis of its initial investigations, had decided to pursue the matter and that it had issued a formal accusation at the beginning of February 2001 regarding breaches of the EU's competition rules. This particular section of the prospectus was concluded with the following statement: "SAS has entered into a close dialog with the European Commission regarding the matter" The prospectus did not contain any information about the admission of guilt that was submitted to the Commission on April 4, 2001.
With respect to this matter, the Disciplinary Committee found that SAS's failure to provide information in the prospectus regarding its admission of guilt had contravened the rules applying to the contents of a prospectus. Accordingly, the Disciplinary Committee concluded that this failure constituted a disregard of the listing agreement.
However, the Committee also noted that the listing agreement between SAS AB and Stockholmsborsen had been signed on June 15, 2001, after the signing of the prospectus, which was dated May 18, 2001. The Committee was of the opinion that SAS AB could not be held liable for disregarding an agreement to which the company was not a party at the time when the provision was disregarded.
In addition to the listing on Stockholmborsen, SAS AB has a secondary listing on the stock exchanges in Copenhagen and Oslo. On these latter exchanges, the current listing agreements have, in a manner corresponding to that for Stockholmborsen, replaced the previous listings of SAS Danmark A/S and SAS Norge ASA. The three exchanges agreed that the matter should be heard by Stockholmsborsen, where the company currently has its primary listing, and should be judged in accordance with the rules and regulations applying to Stockholmsborsen.
However, the decision to submit the matter to the Disciplinary Committee was made in close consultation with Kopenhamns Fondsbors and Oslo Bors.
The role of Stockholmsborsen's Disciplinary Committee is to consider matters regarding whether Exchange Members and listed companies have contravened the rules and regulations applying to the Exchange. In this particular case, the chairman of the Committee was former Supreme Court Justice Hans-Gunnar Solerud.
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