Decision on violation charge Vizrt Ltd.

Enquiries to: Ola Aamodt Enger/Angela Nygaard
Dir. line: +47 22 93 99 41/22 93 97 15
Our reference: 10/5786
Filing code: 725
Date: 22.06.2010

Reference is made to Finanstilsynet’s (The Financial Supervisory Authority of Norway) preliminary decision and notice of violation charge of 31 May 2010, cf the Norwegian Public Administration Act section 16.

As stated in the notice, the deadline for publication of the annual financial report is at the latest four months after the end of each financial year, cf the Norwegian Securities Trading Act (STA) section 5-5 first paragraph. Thus, the annual report for 2009 should have been made public within 30 April 2010. Public disclosure must be undertaken in accordance with the STA section 5-12.

According to Oslo Børs’ “Newsweb”, Vizrt Ltd made its annual report for 2009 public 6 May 2010.

In its email of 14 June 2010, Vizrt Ltd pointed out the following to explain the reasons for the late disclosure:

•  Vizrt Ltd. is an Israeli company, with management spread all over the globe as well as a BOD consisting of a few different nationalities, which at times may be a challenge to gather all required management and BOD.
• In the last few years the company has grown rapidly and has over 30 locations in different
operational set-ups worldwide. Consolidation became a challenge with over 15 companies being consolidated. To ensure the smooth and timely reporting the company is in the process of installing an ERP system.
• In 2009 the company made a transition from USGAAP to IFRS. The transition required extensive work both on the company's side and in the auditors' side in fixing IFRS adequate accounting policy to be adopted onwards, in relation to the notes to the financial report which are differently constructed with further level of details as well as the preparation of the IFRS transition document.
• Under IFRS the Board of Directors and CEO report including compliance report again required further extensive detailed work.

Finanstilsynet finds that the company has violated STA 5-5 first paragraph. The violation must have been committed wilfully or through negligence in order for Finanstilsynet to impose a violation charge. In its judgement of negligence, Finanstilsynet takes into account whether the violation was due to circumstances within the company’s control. Finanstilsynet emphasises that high level of due care is required by listed companies concerning their obligations to the market. According to Finanstilsynet’s opinion, the difficulties described by the company were not of a nature which had to cause a delay in reporting. Finanstilsynet finds that Vizrt Ltd acted negligent by not preparing the annual report for 2009 within the deadline.

The size of the violation charge is linked to the market value of the company as of 1 January 2010. The minimum violation charge for all issuers of listed shares is normally NOK 100.000. This is principally in line with the previous practice of Oslo Børs.

Based on the reasons mentioned above and with legal basis in STA section 17-4 second paragraph and section 5-5 first paragraph, Finanstilsynet has adopted the following individual decision:

Vizrt Ltd must pay a violation charge of NOK 130.000 – onehundred and thirtythousand Norwegian kroner- to the Norwegian Treasury.

Pursuant to the Norwegian Public Administration Act section 28, individual decisions may be appealed to the Ministry of Finance. The time limit for lodging an appeal shall be three weeks from the date on which notification of Finanstilsynet’s decision has reached the party concerned, cf. the Norwegian Public Administration Act section 29. The appeal must be sent directly to Finanstilsynet.

If Vizrt Ltd does not appeal the decision to the Ministry of Finance, the payment instruction regarding the violation charge is the following:

Finanstilsynet
P.O. Box 1187 Sentrum
N-0107 Oslo

Account number: 7694 05 09641

From abroad:
IBAN NO4976940509641
BIC: DNBANOKK

When carrying out the payment, please quote our reference number 10/5786.

 
On behalf of Finanstilsynet

 

Anne Merethe Bellamy
Deputy Director General

  Terje Nilsen                                    
  Senior Supervisory Adviser