Insiders and the insider register
Solteq Plc complies with the regulation on market abuse (EU) No. 596/2014 (Market Abuse Regulation) and other applicable legislation, and the guidelines for insider of listed companies published by Nasdaq Helsinki Ltd as amended from time to time.
The company maintains a process for evaluation of insider information, delay of disclosure and establishment of insider lists.
Insider information is defined in Article 7(1) of the Market Abuse Regulation. Insider information is information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments. If such information were made public, it would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. The company defines in each case whether the matter at hand is insider information. The company handles insider information carefully and in a way that does not compromise its confidentiality.
Forbidden use of insider information
The use and disclosure of insider information is forbidden. The prohibition of insider trading and illegal disclosure of insider information applies to all natural persons and legal persons in possession of insider information regardless of where and how such information was obtained when such person knows or should know that he or she possess insider information. Chapter 51 of the Finnish Criminal Code stipulates that abuse and aggravated abuse of insider information are both punishable.
Disclosure of insider information and delay of disclosure
The company will disclose insider information concerning the company to the public as soon as possible, unless a decision is taken to delay this upon the fulfillment of the preconditions set out in the Market Abuse Regulation. If the company decides to delay disclosure of insider information, the company shall monitor the fulfillment of delaying criteria throughout the delay process i.e. until the insider information is published or the project in question expires. The company will not disclose information about projects that have lapsed. If the confidentiality of the information that is subject to the delay cannot be guaranteed, the company will publish the insider information as soon as possible.
Project-specific insider registers
If necessary, the company will maintain project-specific insider registers. Project-specific insider registers will be maintained in a situation where the company has decided to delay the disclosure of insider information and established a project-specific insider register concerning insider information.
Persons participating in projects affecting the value creation of the company’s shares belong to the company’s project-specific group of insiders. Persons taking part in the project may not trade company shares, debt instruments or related derivatives or other financial instruments, and any transactions related to them are forbidden until the project either expires or is published.
Persons discharging managerial responsibilities
Persons discharging managerial responsibilities and their related parties shall notify transactions in the shares or debt instruments of the company or derivatives or other financial instruments linked thereto. The obligation to notify transactions applies to all transactions after a total amount of EUR 5,000 has been reached within a calendar year. Solteq has defined Board members and Executive Team members as persons discharging managerial responsibilities pursuant to the Market Abuse Regulation. Persons discharging managerial responsibilities and their related parties are obliged to notify the company and the Finnish Financial Supervisory Authority of any transactions in financial instruments of the company. Persons discharging managerial responsibilities and their related parties are also under the same obligation to fulfill his/her obligation to notify when the management of their securities or making of notifications has been given to another party to perform, such as a portfolio manager. Solteq Plc publishes any notifications it receives with a stock exchange release. In addition, persons discharging managerial responsibilities shall time their trading in the company financial instruments of the company so that it does not erode trust in the securities markets.
Persons discharging managerial responsibilities who have an obligation to notify their transactions are prohibited from all trading in the shares or debt instruments of the company and derivative instruments as well as other financial instruments linked thereto and other related transactions are prohibited during a period of 30 days prior to the date of publication of the interim report or the financial statements bulletin (closed window). These publication dates are announced annually in advance with a stock exchange release and in the investor calendar.
Extended closed window
Persons involved in preparing the financial information of the company are prohibited from all trading in the shares or debt instruments of the company or derivative instruments as well as other financial instruments linked thereto and other related transactions are prohibited during a period of 30 days prior to the date of publication of the interim report or the financial statements bulletin (extended closed window).
Management, supervision and training of insider issues
Solteq Group’s legal department ensures that persons in the insider lists and persons who are within the trading restrictions and notification obligation recognize their position and its affects. The legal department organizes, inter alia, training within the group on insider matters and matters relating to a listed company’s obligation to disclose information, supervises that the guidelines for insiders are complied with, sends at regular intervals an extract of the information entered into the register to the persons included in the register for their review, reminds the persons having an obligation to notify that are entered into the register about forthcoming trading restrictions preceding financial statement bulletins and monitors the compliance with trading restrictions during any possible insider projects.
It has also been requested that related parties of the persons subject to notification obligations shall refrain from all trading in the shares or debt instruments of the company or derivative instruments as well as other financial instruments linked thereto during the closed window.
Solteq’s General Counsel acts as the person responsible for insider matters and sees to the general organization of insider matters in the company.
- EU Market Abuse Regulation (EU) No. 596/2014
- Commission Implementing Regulation (EU) No. 2016/347
- Securities Markets Act (746/2012, as amended)
- Criminal Code (39/1889, as amended)
- Nasdaq Helsinki Ltd Guidelines for Insiders of Listed Companies
- European Securities and Markets Authority (ESMA) Market Abuse Regulation Guidelines 20/10/2016, ESMA/2016/1478 FI.