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Disciplinary Committee decides to delist CISL Gruppen AB from First North


The shares of CISL Gruppen AB (“CISL”) are traded on First North, a marketplace operated by OMX Nordic Exchange Stockholm AB (“Exchange”). The shares have been placed on the First North’s observation list since May 30, 2007.

The Exchange has proposed that the Disciplinary Committee decide on the removal of CISL shares from trading.

CISL has submitted the matter to the Disciplinary Committee for examination.

Pertaining to the case, on January 30, 2008, oral proceedings were conducted, whereby the Exchange was represented by the Department Manager, Anders Ackebo, and Senior Legal Counsel, Ulf Lindgren, and CISL Gruppen was represented by the President Lars Björk.


Pursuant to Point 2.2.4 of the applicable rules and regulations for First North, a company whose shares are listed for trading must have an organization and staffing that can cope with providing relevant information about the company to the market. Pursuant to regulation Point 4.2, information that is provided in accordance with the rules must be published as soon as possible, meaning in direct conjunction with a decision made, an election taking place or an event becoming known to the company. The information must be accurate, relevant and reliable and no circumstances may be omitted that can influence assessments of the information.

The regulations further state (Points 7.2.1 and 7.2.2) that if a company, in essential aspects, breaches the rules or no longer meets the requirements, the company’s shares can be delisted, unless such action is not suitable from the viewpoint of the shareholders or the market.

The investigation into the matter revealed that CISL owns 30 percent of the US company, La Jolla Gaming Inc., and nearly 100 percent of Gamers Paradise Holding AB. Information about the companies, La Jolla and Gamers Paradise, must be considered of material significance to the evaluation of CISL shares. A review of the press release from CISL and other relevant material indicates that during 2006 and 2007 CISL continuously submitted excessively positive information about both companies, while negative information was withheld from the market. The information thus ended up being misleading, which meant that share trading occurred under erroneous conditions. Consequently, it must be considered that CISL had seriously breached First North’s regulation Point 4.2. The violation is deemed extremely serious since it involves a holding that, in CISL’s opinion, represents CISL’s most valuable assets. Despite repeated reminders from the Exchange, CISL neglected to provide the market with relevant information about this holding.

Furthermore, CISL withheld information about a holding of 150 million of subscription rights in an associate company and published information concerning the Board’s decision pertaining to two share issues far too late – in one instance, nearly seven months following the decision.

Admittedly, CISL now has a new President. However, violation of the regulations that occurred earlier is very severe. According to the Disciplinary Committee, CISL has not verified that it now has a new organization and staffing that can cope with providing relevant information concerning the company to the market. For eight months, CISL’s shares have been placed on the First North’s observation list. Placement on the observation list occurs for a limited time, normally six months. The intention is that during placement on the observation list, the circumstances for such placement shall be eliminated. However, this has not occurred in CISL’s case, and it is not possible to predict when the company will be returned to its ordinary position on the share list.

Due to the aforementioned, the Disciplinary Committee and the Exchange both believe that CISL’s shares shall be removed from trading on First North as soon as possible. This action cannot be regarded as unsuitable from the viewpoint of the shareholders or the market.

The Disciplinary Committee has decided that the shares in CISL Gruppen AB shall no longer be traded on First North. This decision shall become effective no later than one week following its publication.

 

 

 

 

 


 

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