Nasdaq Copenhagen has issued reprimands for publishing required regulated disclosures as "investor news" instead of regulatory company announcements. Recent cases include a general meeting notice and follow-up information on a rights issue (in relation to a guarantee commitment), and also a reprimand to a First North certified adviser for incorrect advice to an issuer.
What Nasdaq has decided
Nasdaq Copenhagen has issued a series of reprimands regarding categorization of announcements as "investor news". In one Main Market case, a company convened its ordinary general meeting via "investor news". Because notices to general meetings must be disclosed and distributed by the same means as disclosing inside information to ensure the same broad, simultaneous and non‑discriminatory disclosure, Nasdaq found that the issuer had breached the Nasdaq rulebook - despite the company's explanation that an incorrect distribution list had been used - and issued a reprimand.
On First North, Nasdaq addressed a follow‑up disclosure concerning a rights issue. After announcing the transaction, the company received a binding (although conditional) guarantee commitment and published the information as "investor news". Nasdaq found that changes in share capital must include all significant information, including agreements or commitments to participate, and that the guarantee commitment should have been disclosed promptly as a regulatory company announcement as relating to the original rights issue announcement. A reprimand was consequently given. The issuer noted that it had been advised by its certified advisor to use the category "investor news".
Nasdaq also reprimanded the above-mentioned First North certified adviser for advising the issuer to use the "investor news"-category for the conditional guarantee commitment on the basis that it might not be fulfilled. The certified adviser was found not to have provided guidance to the issuer in line with the rules. At the same time, Nasdaq reiterated that ultimate responsibility for correct categorisation and compliance rests with the issuer.
What this means in practice
- Use a regulated company announcement whenever the rules require disclosure (for example, inside information, general meeting notices, changes in share capital, etc.).
- "Investor news" is for discretionary, non‑mandatory announcements. Earlier guidance from Nasdaq also clarified not to use the "other information according to the rules" category unless a specific rule requires the information to be disclosed. Otherwise, the "investor news"-category should be used.
- Follow‑ups to earlier inside information (e.g. M&A transactions): If not inside information and not required by a rule, use "investor news". Do not use the "other information according to the rules" category unless a specific rule applies.
- On First North, certified advisers can also be criticised, but the company retains responsibility.
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