BALTIKA AS’s comment regarding the decision of the Listing and Surveillance Committee
23 September 2022 - 7:00PM
BALTIKA AS’s comment regarding the decision of the Listing and
Surveillance Committee
Baltika AS (hereinafter Baltika) has taken note of the
views expressed in the decision of the Nasdaq Tallinn Stock
Exchange’s Listing and Surveillance Committee (hereinafter the
Committee) regarding violation of the regulations and will take
them into account to avoid further mistakes.
On September 20, 2022, the Committee announced a decision based
on which Baltika was fined 3,000 euros for violating the rules and
regulations chapter Requirements for Issuers clauses 1.2.1, 2.4.1,
6.1, 6.2 and 7.9.
Baltika explains that Baltika’s mistake in interpreting the
provisions of the obligation to disclose information, which was the
basis of the Committee’s decision, was due to the fact that on
10.04.2022 Baltika published information about the concluded loan
agreement on page 4 of its interim report for the first quarter,
with which Baltika deemed the obligation to disclose information
stipulated in the regulations fulfilled, but not as a separate
stock exchange announcement.
The information that was not published as a stock exchange
announcement was a new loan agreement signed with KJK Fund
Sicav-SIF, the main shareholder of Baltika Group, in April 2022, on
the basis of which KJK Fund Sicav-SIF granted Baltika an
interest-free loan with a principal amount of 700 thousand euros
with a repayment deadline of December 2024.
Baltika’s mistake in clause 7.9.5 of the regulation, which was
the basis of the Committee’s decision, which deals with presenting
a significant related party transaction to the general meeting of
shareholders for approval, was related to the fact that since
Baltika’s main shareholder, KJK Fund Sicav-SIF, has been providing
loans to Baltika for years under the same conditions and in amounts
of the same magnitude, Baltika was on the opinion that in the form
of granting the loan, it was a usual similar transaction under
usual conditions, therefore, according to clause 7.9.6.3 of the
regulation, the restriction did not apply.
Baltika confirms that the mistakes have not been intentional,
but due to different practice and understanding in fulfilling the
requirements of the regulation. Since these are annual regular loan
transactions on essentially the same terms, which have a long-term
practice, but also depending on the significance of the quarterly
reports as stock exchange announcements, Baltika has so far been
based on inaccurate understandings and takes the Committee’s
instructions seriously.
Baltika considers openness and transparency important, and the
information and observations received from the Committee during the
supervision procedure will be an important guide in the future when
publishing stock exchange announcements. The employees of Baltika
who are responsible for communication with the stock exchange are
currently and continuously familiarizing themselves with the
requirements for disclosure of information on the stock exchange
and will regularly participate in trainings in the future.
Brigitta KippakMember of the management board, CEO
brigitta.kippak@baltikagroup.com
Baltika As (LSE:0DSK)
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