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Inside information means information of a precise and undisclosed nature relating directly or indirectly to one or more issuers or financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments (Article 7 MAR).
Information is deemed to be of a precise nature if it indicates existing circumstances or circumstances that may reasonably be expected to arise and if it is specific enough to enable a conclusion to be drawn as to the effect of the circumstances on the prices of the financial instrument. Information that is likely to have a significant effect on the price of a financial instrument when made public refers to information that a reasonable investor would be likely to use as part of the basis of an investment decision.
Inside information may include information about a material change in the Company’s profit and financial position, a merger, division or other significant corporate arrangement, share issue, purchase or redemption offer or other change in the Company’s shares.
An employee of the Company, external consultant or expert must keep confidential any confidential business information they receive. If necessary, the person must ask the Company’s CFO for a guideline.
A project-specific insider has no right to disclose the project to anyone without the permission of the CEO or the Company’s chief legal officer.
Exploitation and disclosure of inside information is prohibited. The prohibition on engaging in, recommending or soliciting insider dealing, as well as disclosure of inside information, applies to all natural and legal persons who possess inside information, regardless of where and how the information was obtained, if the person in question knows or should know that they possess inside information.
In addition, inside information may not be used by cancelling or modifying an order concerning the Company’s share or other financial instrument when the order was made before the person had inside information.
It is also exploitation of inside information to disclose it to another person, unless the disclosure is made in the normal course of employment, profession or duties.
Exploitation of inside information is punishable under Chapter 51 of the Criminal Code as an ordinary and aggravated offence. In addition to the acquisition and disposal of financial instruments, the modification or cancellation of an order for a financial instrument is also punishable. Exploitation of inside information by advising another person on the acquisition or disposal of a financial instrument or on the cancellation or modification of an order for a financial instrument is also punishable. Unlawful disclosure of inside information may also give rise to criminal liability. In addition, the Financial Supervisory Authority has the right to impose administrative fines for violations of insider regulations. The Financial Supervisory Authority may submit a request to the police to investigate an insider dealing, in which case the matter is transferred to the police for preliminary investigation.
The constituent elements of the offence are met even if the conduct is not for financial gain.
The Company’s insiders include i) managers subject to the disclosure obligation, ii) core persons and iii) project-specific insiders.
The Company maintains non-public registers of its managers subject to the disclosure obligation and their related parties as well as of the persons regarded as core persons. The Company also maintains a non-public register of its project-specific insiders. The people entered into a project-specific insider register are notified of their inclusion and the related obligations in writing or by other verifiable means, such as email. Insiders must confirm receipt of the notification.
A person must submit a basic declaration to the keeper of the Company’s insider register immediately after becoming a manager subject to the disclosure obligation. The basic declaration is provided using a form submitted by the Company. A manager who is subject to the disclosure obligation must submit a new declaration whenever changes occur in the circumstances declared on the form. The declaration of changes in circumstances must be provided without delay. The disclosure obligation also applies to persons who, according to the information they receive from the Company, will be included in the Company’s permanent list of insiders.
The Company’s managers who are subject to the disclosure obligation must report all transactions they make with the Company’s financial instruments to the Company and to the Financial Supervisory Authority. The disclosure obligation covers all business transactions made on their own behalf, either directly or indirectly.
Managers subject to the disclosure obligation are
The disclosure obligation also applies to the related parties of the managers. The managers who are subject to the disclosure obligation must inform their related parties of their disclosure obligation in writing.
Related parties of a manager subject to the disclosure obligation shall mean:
According to MAR, the obliged entity and its related parties must report transactions no later than 3 working days from the date of the transaction. The notification must be made when the annual threshold of EUR 5,000 for transactions is exceeded. Acquisitions and disposals in different directions are not netted when calculating the threshold. In accordance with Company policy, the notifying manager and their related parties must report the transaction on the date of its execution. In addition, the Company must be notified of all transactions made with the Company’s financial instruments, including transactions made before the threshold is exceeded.
As of 1 January 2021, Apetit Plc no longer maintains a permanent insider register. Instead, all persons involved in insider projects are listed as project-specific insiders.
Core persons are insiders with access to inside information who work at the Company on the basis of an employment relationship or otherwise perform duties. These persons may regularly receive market sensitive information as part of their duties or have technical access to it.
The trading restriction has been extended to cover certain core persons, such as the persons who prepare interim reports or financial statements, as well as certain persons who are responsible for finances, financial reporting or communications.
Project-specific insiders include everyone with access to inside information who works at the Company on the basis of an employment relationship or who is otherwise performing duties that provide them with access to inside information. Such persons include, among others:
If inside information is provided to an entity acting for or on behalf of the Company, such as an advisor, the Company enters the name of that entity and the name of the responsible person in the project-specific insider list. An entity that has received inside information must itself maintain a project-specific insider list of all persons within its sphere of influence who have inside information about the project.
A project requiring a project-specific insider list means a confidentially prepared, identifiable arrangement or set of matters, the disclosure of which the Company has decided to postpone.
A person becomes a project-specific insider after receiving undisclosed information about a project and loses their insider status after the project has been made public or the cancellation of the project has been announced. The Company informs the people involved about the establishment of a project and the related obligations and enters these people into a project-specific insider register. Even if a person is not included in the list, they are bound by the rule prohibiting the exploitation of inside information.
If the project-specific insider status ends before the project is made public or lapses, the person in question is subject to the trading restriction mentioned below until the project is made public or lapses.
A project-specific insider list must be kept for at least five years after the list has been drawn up or updated.
A project-specific insider list shall include, for example, the following information:
The project-specific insider register is updated whenever the grounds for including a person change, a new person gains access to inside information or a person no longer has access to inside information. The maintenance of the project-specific insider list is organized in such a way that only those entitled to keep the list can change the information.
Trading in the Company’s financial instruments must be timed in such a way that trading does not undermine confidence in the securities market. It is recommended that trading should be timed as far as possible to those moments when the market is as fully informed as possible about the factors affecting the value of the financial instrument (e.g. after the release of performance data).
The Company’s disclosable insiders and core persons may not trade in the Company’s financial instruments for 30 days before the publication of the Company’s business review, half-year report and financial statements release. The trading restriction ends on the day following publication (closed window).
During the closed window, the trading restriction applies to the Company’s disclosable management and core persons and their dependants, as well as entities controlled by the aforementioned persons.
The Company’s project-specific insiders may not trade in the Company’s securities before the project has been made public or has lapsed.
A person subject to the closed window rule is also responsible for complying with the trading restriction when the management of financial instruments has been entrusted, for example, to a portfolio manager. The Company may, upon application, grant trading permission during a closed window in the situations referred to in Section 2.3.4.1 of Nasdaq Helsinki Ltd’s Insider Trading Rules. It is also possible to derogate from the trading restriction by means of separate pre-arranged trading programmes, provided that the programme meets the requirements of the regulatory provisions in force at the time.
The Company’s insider management duties are carried out by the Group’s CFO Susanna Tevä. The insider lists are managed by the Executive Assistant Pii Tulineva.
The insider lists are maintained in the SIRE system of Euroclear Finland Ltd.
The persons included in the list of insiders subject to the disclosure obligation and the list of core persons must be notified of their inclusion and the related obligations in a documented manner.
The project-specific insiders are informed in this way by the project manager of each particular project, who also informs the project-specific insiders when the matter in which they are insiders has been made public or has lapsed. Each person entered in the project-specific register must be informed of the entry made and its significance. Before disclosing inside information about a project, the project manager will obtain a written undertaking from the project-specific insider indicating that they are aware of the insider regulations concerning the information to be disclosed and of their insider status.
These insider rules will enter into force on 1 January 2024 and are valid until further notice.