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SEC: Fine of €5k to Aspis Pronoia AEGA and AEAZ, €10k to P. Psomiades and €3k to Board members of Aspis Holdings

The Board of Directors of the Cyprus Securities and Exchange Commission would like to inform the investing public that at its meeting it decided to impose the following administrative fines for violations of the Law on the Actions of Persons who hold Confidential Information and Directive 5/2005 on the Code of Conduct of the Directors and the Related Persons:

A. (1) Administrative fine of €5,000 to Aspis Pronoia AEAZ and Aspis Pronoia AEGA each for violating article 13 of the Law and paragraph 5(1) of the Directive, since those companies, in a time that they had ‘closed bonds’ with the ‘Director’ Pavlos Psomiades (Chairman of the Board of Directors of Aspis Holdings Plc Co Ltd), they proceeded with the sale of a number of shares to Aspis Holdings Plc on 22.1.2009 (closed period) even though it was not urgent.

(2) Administrative fine of €10,000 to Mr. Pavlos Psomiades for violating article 13 of the Law and paragraph 5(3) of the Directive since, in a time that he was a ‘Director’, he failed to take all necessary precautions so as to avoid any transactions during a closed period from persons who had a closed bond with him, such as Aspis Pronoia AEGA and Aspis Pronoia AEAZ.

In order to determine the administrative fine, the Commission took into account the following factors:
- The seriousness that the legislator gives to such violations, which is reflected by the maximum administrative fine for the violations of article 13 o the Law and the Directive, that is, €200,000.
- The central importance that the Commission gives in securing that the persons who are in a privileged position, such as the Board members or the persons who have closed bonds with the Director in relation to the possession of confidential information, do not have dealings with the movable securities of the issuer even there is no urgent need, which guarantees the proper operation of the market and the confidence of the public in it.
Specifically, it took into account:
(1) For Aspis Pronoia AEAZ and Aspis Pronoia AEGA:
- As a moderating factor, the value of transaction that each company proceeded with
- As a moderating factor, the conditions under which the companies proceeded with the sale of a number of shares of Aspis Holdings Plc Co Ltd and specifically the fact that the sales were carried out under the false impression that Aspis Holdings Plc Co Ltd out to comply with the dispersion of the CSE Main Market immediately in order to avoid its transfer to another Market.
(2) For Mr. Pavlos Psomiades:
- As a moderating factor, the value of transaction that Mr. Psomiades, via persons who have closed bond with him, that is, Aspis Pronoia AEGA and Aspis Pronoia AEAZ, proceeded with the sale of shares of Aspis Holdings Plc Co Ltd.
- As a moderating factor, the conditions under which Mr. Psomiades – via persons who have closed bonds with him, that is Aspis Pronoia AEGA and Aspis Pronoia AEAZ - proceeded with the sale of a number of shares of Aspis Holdings Plc Co Ltd and specifically the fact that the sales were carried out under the false impression that Aspis Holdings Plc Co Ltd out to comply with the dispersion of the CSE Main Market immediately in order to avoid its transfer to another Market.

B. Administrative fine of €3,000 to each member of the Board of Directors of Aspis Holdings Public Co Ltd and specifically to Messrs. Giorgos Constantinou, Akis Kesis, Demetris Vidalis, Paris Mavromatis, Yiannos Cassoulides and Andreas Gavrielides for violating article 13 of the Law and paragraph 8(1) of the Directive.

Those persons allocated a permit to Mr. Pavlos Psomiades on 16.1.2009 to sell in a closed period the shares that he held in Aspis Holdings Public Co Ltd, directly or indirectly. As a result, Aspis Pronoia AEGA and Aspis Pronoia AEGA, who had closed bonds with the ‘Director’ Mr. Pavlos Psomiades, proceeded on 22.1.2009 with the sale of the shares of Aspis Holdings Plc Co Ltd in a closed period, which is a prohibited period. The reason that Mr. Psomiades evoked for this action cannot be regarded as urgent.

In order to determine the administrative fine, the Commission took into account the following factors:
- The seriousness that the legislator gives to such violations, which is reflected by the maximum administrative fine for the violations of article 13 o the Law and the Directive, that is, €200,000.
- The fundamental importance that the Commission gives in securing the integrity of the movable securities market and the confidence of the public in its institution, which might be severely hit if the persons entitled to give permits pursuant to article 10 of Directive 5/2005 to Directors or persons who have closed bonds with a Director for the sale of their shares in special cases while under the normal conditions that would not be allowed, do not exercise the power provided by this article without diverging from the aims for which this article provides for the allocation of a permit by exemption and the subsequent need to impose administrative fines to such cases, taking into account the value of the transaction in each case.
- As a moderating factor, the Commission took into account the value of transaction for which the members of the Board of Directors of Aspis Holdings Public Co Ltd allocated a sale permit to Mr. Psomiades even though there was no urgent need.
- The conditions under which the Board members of Aspis Holdings Public Co Ltd gave a permit to Mr. Psomiades to sell shares during a closed period, directly or indirectly.
- As a moderating factor, the fact that the Board members of Aspis Holdings Public Co Ltd gave a permit to Mr. Psomiades to sell shares that he held in Aspis Holdings Public Co Ltd during a closed period, under the false impression that Aspis Holdings Plc Co Ltd ought to comply with the dispersion of the CSE Main Market immediately.
Friday, 15 October, 2010 - 13:46