SIX Exchange Regulation has issued a sanction notice imposing a fine of CHF 5,000 on Leclanche SA for violating the rules on ad-hoc publicity and a regular reporting obligation. Leclanche SA (Leclanche) violated the rules on ad-hoc publicity on several occasions in connection with changes to its management board and board of directors.
Contrary to the rules, it did not announce the resignation of its CFO in December 2007 as soon as it was established but instead waited until April 2008 to announce it together with the new CFO. The announcement of the new CFO was also late.
Furthermore, in summer 2009 Leclanche failed to publish an ad hoc notice of the resignation of a member of the board of directors who represented a majority shareholder. The company also failed to publish an ad hoc notice of the said directors replacement, who was nominated and elected at the Annual General Meeting on 26 June 2009.
Finally, as a secondary issue, SIX Exchange Regulation criticized Leclanche for violating a regular reporting obligation by reporting the resolutions passed by the 2009 Annual General Meeting late. In considering the sanction, SIX Exchange Regulation has taken into account the gravity of the breach, the degree of fault and the issuers sensitivity to a penalty.
SIX Exchange Regulation obligates issuers to inform the market of any potentially price-sensitive facts that have arisen in the issuers sphere of activity and are not yet known to the public, as per Art. 53 of the Listing Rules. Price-sensitive facts are facts that are capable of triggering a significant change in market prices. The related announcement is to be made in a way that ensures the equal treatment of all market participants. Such announcements must be truthful, comprehensible and complete.
D.C.