Lucy Fergusson
- Sarah Debney
First fine on an AIM company for late disclosure under MAR
The FCA has imposed the first fine on an AIM company for late disclosure of inside information following the introduction of the EU Market Abuse Regulation.
Tejoori Limited has been fined £70,000 for breach of the requirement to inform the market of inside information under Article 17(1) MAR.
Tejoori is an investment company. One of its material investments was a shareholding in BEKON Holding AG. On 12 July 2016, Tejoori was notified by BEKON about a compulsory acquisition of its shares by Eggersmann Gruppe 4 UK Corporate Update GmbH & Co. KG. The acquisition required Tejoori to sign a share purchase agreement and to sell its BEKON shares to Eggersmann for no initial consideration and with only a possibility of receiving deferred consideration that was materially lower than the value of Tejoori’s investment in its accounts.
Tejoori failed to inform the public as soon as possible, due to a misunderstanding of the legal effect of the SPA and this failure misled the market in Tejoori’s shares, and prevented investors from making fully informed investment decisions. The FCA stated that issuers “must have regard to their disclosure obligations at all times and misunderstanding the commercial reality of a transaction is no excuse”.
Tejoori Limited has been fined £70,000 for breach of the requirement to inform the market of inside information under Article 17(1) MAR.
Tejoori is an investment company. One of its material investments was a shareholding in BEKON Holding AG. On 12 July 2016, Tejoori was notified by BEKON about a compulsory acquisition of its shares by Eggersmann Gruppe 4 UK Corporate Update GmbH & Co. KG. The acquisition required Tejoori to sign a share purchase agreement and to sell its BEKON shares to Eggersmann for no initial consideration and with only a possibility of receiving deferred consideration that was materially lower than the value of Tejoori’s investment in its accounts.
Tejoori failed to inform the public as soon as possible, due to a misunderstanding of the legal effect of the SPA and this failure misled the market in Tejoori’s shares, and prevented investors from making fully informed investment decisions. The FCA stated that issuers “must have regard to their disclosure obligations at all times and misunderstanding the commercial reality of a transaction is no excuse”.