Archive for the ‘Estonia’ Category

CSA Partners is delighted to announce that AS Tallink Group (http://www.tallink.com/), the leading shipping company in the Baltic Sea area, operator of Europe’s largest shipping lines and one of the biggest listed company in Baltic States, has selected INSIDeR to manage its compliance with the new Market Abuse Regime and other relevant securities regulation.Shares of AS Tallink Grupp are currently listed on the Tallinn Stock Exchange.

The Shareholders of Tallink have declared their best efforts to ensure that, by the end of 2009, Tallink achieves a secondary listing on the London Stock Exchange, the New York Stock Exchange or the NASDAQ, or other international exchange acceptable to the main shareholders.

At the briefing held on 9 March 2006 the Estonian FSA (Finantsinspektsioon) provided helpful guidance in a number of areas relating to implementation of the new Market Abuse regime in Estonia.Regarding the maintenance of lists of insiders and handling of inside iformation:

• The Estonian FSA expects issuers to maintain the list of persons with permanent access separately from so-called project-specific lists.

• As a minimum project-specific lists should contain a general description of particular inside information, identity of a person and the time when particular person obtained the access to inside information in question.

• An ‘easy’ approach practiced by many companies whereby all employees and managers are entered to a single list is no longer acceptable way for insiders´ and inside information management. A project-specific list has to be drawn up for every case of inside information enabling later reconstruction of the information flow.

• The Estonian FSA emphasized that not every piece of information, including confidential information of commercial nature, qualifies as inside information under the recently amended rules of the Securities Market Act. Market participants may expect demonstrative list of situations and circumstances triggering the obligation to draw up a project-specific list.

• The Estonian FSA prefers that the issuers maintain their insiders´ lists in electronic form by means of automatic data processing. Data processing must be carried out in a reliable manner ensuring that records can´t be altered afterwards without due grounds.

• It is important that every person entered into insiders list is aware of the fact that he or she is in possession of inside information. The Estonian FSA expects notification to be issued to every persons entered into project-specific list. E-mail would be acceptable mean of communication when it comes to notifying person of his/ her status as an insider and reminding of regulatory duties, including trading restrictions, concered.

• It will be enough to record the corporate identity when it comes to recording service providers (e.g. law offices, investment firms and financial advisors), acting in the name or on behalf of issuer, in insiders’ list. Service providers will be under the obligation to draw up their own lists and/or project specific lists. It is recommended by the Estonian FSA to have appropriate clauses included in relevant service agreements. Further such clauses should provide the issuer with the right to have access to service providers´ list on first demand (as ultimate responsibility for controlling the flow of inside information is with the issuer).

The Estonian FSA expressed its dissatisfaction when it comes to the internal rules that issuers are required to draw up and apply in the area of management of inside information under the Securities Market Act. Issuers may expect further guidance in that respect.