- Tejoori self-managed closed-ended investment company, shares on AIM 2006-17.
- First fine FCA imposed on AIM company for late disclosure after MAR in July 2016.
- Did not inform the market of inside information as required by MAR Article 17(1).
- 2016, firm had investment shareholding in BEKON, valued by Tejoori at $3.35mn.
- BEKON notified Tejoori of a compulsory share acquisition by Eggersmann Gruppe.
- Acquisition required Tejoori to sign SPA and sell its BEKON shares to Eggersmann.
- Sale had no initial consideration, only possibility to get a deferred consideration.
- Deferred consideration materially lower than value of Tejoori BEKON investment.
- Tejoori did not meet condition to disclose inside information as soon as possible.
- Tejoori’s BEKON shares were ultimately transferred to Eggersmann in August 2016.
- BEKON and Eggersmann issued press releases, to announce acquisition next day.
- Press release made no reference to Tejoori, so market unaware of trading terms.
- Without details, market speculated in bulletin boards on amount paid to Tejoori.
- Market regarded sale as positive development to Tejoori, price rose 38% in days.
- Tejoori issued announcement on its sale of BEKON, share price closed 13% down.
- Firm settled early to get 30% discount, otherwise penalty would have been £100k.