The Financial Supervisory Authority (FIN-FSA) has issued a public reprimand to Honkarakenne Oyj for failing to comply with issuer’s regular duty to release information. Neither the company’s annual reports nor financial statements of 2003–2008 contain any information about the shareholder agreement concluded and announced on 21 April 1990. This had passed unnoticed until FIN-FSA’s prospectus examination in connection with the company’s share issue in early 2010.
Furthermore, neither Honkarakenne Oyj’s annual reports nor financial statements of 2003–2008 contain any information regarding the bodies, known to the company, that exercise decision-making power in the company or any mention of the shareholder agreement, known to the company, that relates to the shareholdings and use of voting rights. By virtue of the Ministry of Finance Decree on the regular disclosure requirements of listed companies, such information must be disclosed.
One of the key principles of securities market legislation is to ensure that investors have access to the regulatory timely information on investment outlets and factors that may have a material impact on their value. Taking into account that a considerable time had elapsed since the announcement of the shareholder agreement, this cannot be regarded as being commonly known to investors.
Legislation empowering FIN-FSA to impose administrative sanctions did not enter into force until 1 July 2003. Hence, FIN-FSA has not retroactively examined any information on shareholder agreements announced before this date.
The public reprimand does not yet have legal force. Honkarakenne Oyj has the right to appeal against this decision of 1 September 2010 to the Helsinki Administrative Court within 30 days of receipt of the decision.
For more information, please contact
Jarmo Parkkonen, Head of Department, telephone +358 10 831 5255.
Decision by the Financial Supervisory Authority (in Finnish)