Decision on violation penalty Transeuro Energy Corp.
Publisert: 26. oktober 2011
Sist endret: 21. april 2017
Enquiries to: Ellen Cecilie Pettersen-Hagh
Dir. line: +47 22 93 98 28
Our reference: 11/5475
Filing code: 725
Reference is made to Finanstilsynet's (The Financial Supervisory Authority of Norway) preliminary decision and notice of violation charge of 23 March 2011, of the Norwegian Public Administration Act section 16.
Transeuro Energy Corp. was given until 3 June 2011 to comment on the advance notification. Finanstilsynet has not received any comments from Transeuro Energy Corp.
Pursuant to STA § 17-4 Finanstilsynet may impose a violation charge if the deadline for publishing the annual report is violated, and this is due to negligence or willful misconduct.
According to Oslo Børs's NewsWeb, Transeuro Energy Corp. published its annual report for 2010 on 3 May 2011 at 07:02. As stated in the notice, the deadline for publication of the annual financial report is at the latest four months after the end of the financial year; see the Norwegian Securities Trading Act (STA) section 5-5 subsection (1). The annual report for 2010 should have been made public no later than 30 April 2010. Public disclosure must be undertaken in accordance with the Norwegian Securities Trading Act (STA) section 5-12. Finanstilsynet finds that the company has violated STR 5-5 subsection (5).
In order for Finanstilsynet to impose a violation penalty, the violation must have been committed wilfully or through negligence. Finanstilsynet assumes that the violation is the result of negligence, since it has no information to suggest any other cause, either from Transeuro Energy Corp. itself or from announcements posted on Oslo Børs by the company.
STA section 17-4 (5) specify the criteria to be applied when fixing the amount of the violation charge. Pursuant to section 17-4 (5) when the size of a violation penalty is assessed "importance shall in particular be attached to the scale and effects of the violation as well as the degree of guilt found" Additional guidelines for assessment of the size of the violation charge are set out in "Guidelines- violation charge related to periodic financial reporting", published by Finanstilsynet on l0 June 2009. It appears from these guidelines that the size of the penalty shall be assets according to the market value of the company as of l January 2011.
When deciding the amount of the violation charge, Finanstilsynet takes into consideration that Transeuro failed to meet the deadlines for publication of the annual report for 2008 and for the quarterly report for the first quarter of 2009. Furthermore, Finanstilsynet also takes into account that Transeuro made its annual report for 2009 public before the Oslo Stock Exchange opened for trade again after 30 April2010. Therefore Finanstilsynet considers the violation to be repetitious. A repeated violation of the deadline will pursuant to the guidelines mentioned above result in a higher violation charge.
After STA§ 17-4 it must be considered whether to make an individual decision in each case. In considering whether to make a decision on violation charge Finanstilsynet acknowledges that such charges are intrusive to the company concerned. The assessment of whether the charge should be imposed is thus an assessment of whether Finanstilsynet considers it necessary to provide a violation charge in the current case. Publication of periodic financial information is one of the fundamental duties listed companies are required in relation to the market. Accurate and timely financial information is crucial for market participants and investors' decisions, and thus rate trends in the stock. Finanstilsynet considers delayed reporting as a serious breach of clear fundamental obligations offlisted companies. In the interest of a well-functioning market it is necessary to react in this case.
Based on the above-mentioned and with legal basis in STA section 17-4 second paragraph and section 5-5 first paragraph, Finanstilsynet has adopted the following individual decision:
Transeuro Energy Corp to pay a violation penalty of NOK 260 000- two hundred and sixty thousand kroner- which falls to the Treasury.
Pursuant to the Norwegian Public Administration Act section 28, Finanstilsynet's decision to impose a violation penalty may be appealed to the Ministry of Finance. The time limit for appeal is three weeks from the date of receipt of this letter.
An invoice will be sent to Transeuro Energy Corp.
On behalf of Finanstilsynet
Anne Merethe Bellamy
Deputy Director General
Head of Section