Guidelines intended to prevent any risk of breaching current legislation and the OMX First North rules on insider trading.
1 Holding and reporting
Persons holding an insider position must report their own and associates’ holding of shares and other financial instruments in West International (initial notification) to the company. Any changes in the holding must also be reported.
Reporting must take place within five working days of a transaction having been performed.
Notification must take place directly to West International. Notification must contain details of the transaction in question and the number of financial instruments after the transaction. West International publishes the holdings of insiders and any changes in holdings following notification on its website.
2 This is an insider position
Persons who are considered to be in a particularly good position to gain access to confidential information about West International have an insider position. These include, among others:
- member or deputy member of West International’s Board of Directors.
- CEO or Deputy CEO of West International.
- Auditor or deputy auditor of West International.
- senior executive or contractor of West International, if the position or assignment may normally be assumed to involve access to unpublished information that may affect West International’s share price.
- employee or contractor as described in a-c above or other senior executive in a subsidiary, affiliated company or portfolio company who may be assumed to have access to unpublished information that may affect West International’s share price.
- major shareholder, i.e. a party that owns at least ten per cent of the share capital or at least ten per cent of voting rights for all shares in West International (alone or together with a physical or legal entity that is associated with the shareholder).
- major shareholders are also persons who own, through their company/companies, at least ten per cent of the share capital or the voting rights in a publicly listed company. The person does not therefore need to have any holding of their own.
- Associates. The following are considered to constitute associates:
- spouse or co-habitant of the notifier.
- minor for whom the notifier is the legal guardian.
- other associates, if they have shared a household with the notifier for at least one year.
- legal entity over whose business the notifier has a significant influence and with which he, or an associate as described in 1-2 above, has a joint financial interest.
- legal entity over whose business the notifier has a significant influence and in which he, or an associate as described in 1-3 above, has a joint financial interest. An associated legal entity is based on the condition that there is significant influence and a joint financial interest. Significant influence means that the person is a member of the Board or holds a senior position in the legal entity. A dominant position of ownership is also considered to represent significant influence. Joint financial interest means a shareholding or the right to receive a financial return from the legal entity. Under law, the limit for such a share is ten per cent. Foreign legal entities may also be included in the definition of the circle of associates.
3. Share-related financial instruments can be:
- paid subscribed shares (BTA)
- convertible debenture/promissory note
- warrant (promissory note combined with option rights to new subscription) subscription rights
- participation certificate
4. Disclosure rules
West International encourages major shareholders who are not insiders to report certain transactions. The following applies: major shareholders are considered to be those who own shares in West International, corresponding to at least ten per cent of the share capital or voting rights of all shares in West International, or own shares to this extent together with any physical or legal entity who is an associate of the shareholder. Major shareholders must notify West International of any purchase or sale of shares that results in their shareholding passing any of the following limits: 10, 20, 33.3, 50 or 66.7 per cent. Notification and verification of the notification is carried out and handled in the same way as notification for an insider.
5. Ban on trading financial instruments in West International before the publication of reports and news
For a period of 30 days before West International publishes an interim report or year-end accounts bulletin, including the date of publication, there is a general ban on insiders either buying or selling financial instruments in West International. The dates of reports are published on West International’s website. The ban on trading is generally in force before a public announcement of a planned transaction or event that may affect West International’s share price. The ban on trading will generally last for 30 days before publication, on the condition that the event is known within this period, otherwise as soon as the event becomes known to insiders.