The Securities & Exchange Commission, during its meeting of the 5 November 2001, having taken into consideration the position of Frindlays Investments Ltd., decided that it has breached articles 68, 81 and 33 as follows:
A. Breach of article 68 of CSE legislation of 1993-2001 as,
1. Despite the fact that,
· On the 6.7.2000 Mrs. Angela Eleftheriadou, Director of the Secretary of Frindlays Investments Ltd., E.A. Touch Secretarial Services Ltd., signed (on behalf of Touch Share Brokers Ltd.) an agreement for mortgaging of 4.337.729 shares in favour of the Commercial Bank of Greece AE.
· On the 7.7.2000 the Secretary of the company, E.A. Touch Secretarial Services Ltd., sent a letter to the Commercial Bank of Greece AE that it was aware of receipt of a letter from the Commercial Bank of Greece AE of the 6.7.2000 and confirmed that the mortgage in favour of the Commercial Bank of Greece AE of 4.337.729 shares, property of Touch Shares Brokers Ltd., had been properly entered in the books of the company,
in letters of Frindlays Investment Ltd. of the 25.8.2001 and 17.9.2001 which were sent to the SEC following a request by the Commission based on article 33 of SEC legislation, denied that it as aware of the aforementioned mortgage.
2. Despite the fact that Frindlays Investments Ltd. was aware that 4.337.729 shares, property of Touch Shares Brokers Ltd. were mortgaged in favour of the Commercial Bank of Greece AE and as a consequence in custody of the Commercial Bank of Greece AE, it proceeded with a “breach” and issuance of a new certificate. It is noted that the said title was allowed to circulate.
3. In a letter of Frindlays Investments Ltd. of the 25.8.2001 which was sent to the SEC following a request by the Commission based on article 33 of SEC legislation, Frindlays Investments Ltd. did not mention to the SEC the mortgaging of the titles,
· 35.666 shares of the Bank of Cyprus Ltd. as well as
· 67.820 shares of the Popular Bank Ltd.
despite having been asked to report all encumbrances.
B. Breach of Regulation 81 of CSE Regulations 1995-2001 as:
It omitted to announce to the CSE the following significant price sensitive information, essential for investors, concerning Frindlays Investment Ltd.’s shares:
1. Encumbrances
· The fluctuating encumbrance of CYP 500.000 on assets of Frindlays,
· The mortgaging of 35.666 shares of the Bank of Cyprus Ltd. as well as 275.820 shares (208.000+67.820) of the Cyprus Popular Bank Ltd.
which represent a particularly high percentage of assets of Frindlays Investments Ltd.
2. Vital information concerning purchase of titles of Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services which,
· were controlled directly or indirectly by members of the Eleftheriades family
· make up around 80% of the assets of Frindlays Investments Ltd.
C. Breach of article 33 of SEC legislation 2001, as:
Despite the letter of the SEC of the 10 September 2001, it omitted to inform the SEC concerning the following:
1. The financial status (balance, results statement) of Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services during the period when the purchase of their titles took place by Frindlays Investments Ltd. on the 10.9.2001.
2. Whether the board approved the purchase of shares of the companies Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services.
During the same meeting of the 5 November 2001, the SEC, having taken into consideration the position of Frindlays Investments Ltd., decided to impose the following administrative sanctions, based on its authority through article 38 of SEC legislation 2001, for the aforementioned violations of SEC legislation:
A. For each of the three breaches of article 68 of CSE legislation 1993-2001, administrative sanctions of CYP 5.000, that is a total penalty of CYP 15.000.
B. For each of two breaches of Regulation 81 of CSE regulations 1995-2001, management sanctions of CYP 5.000, a total of CYP 10.000.
C. For each of the two breaches of Regulation 33 of SEC legislation 2001, management sanctions of CYP 2.500, a total of CYP 5.000.
A. Breach of article 68 of CSE legislation of 1993-2001 as,
1. Despite the fact that,
· On the 6.7.2000 Mrs. Angela Eleftheriadou, Director of the Secretary of Frindlays Investments Ltd., E.A. Touch Secretarial Services Ltd., signed (on behalf of Touch Share Brokers Ltd.) an agreement for mortgaging of 4.337.729 shares in favour of the Commercial Bank of Greece AE.
· On the 7.7.2000 the Secretary of the company, E.A. Touch Secretarial Services Ltd., sent a letter to the Commercial Bank of Greece AE that it was aware of receipt of a letter from the Commercial Bank of Greece AE of the 6.7.2000 and confirmed that the mortgage in favour of the Commercial Bank of Greece AE of 4.337.729 shares, property of Touch Shares Brokers Ltd., had been properly entered in the books of the company,
in letters of Frindlays Investment Ltd. of the 25.8.2001 and 17.9.2001 which were sent to the SEC following a request by the Commission based on article 33 of SEC legislation, denied that it as aware of the aforementioned mortgage.
2. Despite the fact that Frindlays Investments Ltd. was aware that 4.337.729 shares, property of Touch Shares Brokers Ltd. were mortgaged in favour of the Commercial Bank of Greece AE and as a consequence in custody of the Commercial Bank of Greece AE, it proceeded with a “breach” and issuance of a new certificate. It is noted that the said title was allowed to circulate.
3. In a letter of Frindlays Investments Ltd. of the 25.8.2001 which was sent to the SEC following a request by the Commission based on article 33 of SEC legislation, Frindlays Investments Ltd. did not mention to the SEC the mortgaging of the titles,
· 35.666 shares of the Bank of Cyprus Ltd. as well as
· 67.820 shares of the Popular Bank Ltd.
despite having been asked to report all encumbrances.
B. Breach of Regulation 81 of CSE Regulations 1995-2001 as:
It omitted to announce to the CSE the following significant price sensitive information, essential for investors, concerning Frindlays Investment Ltd.’s shares:
1. Encumbrances
· The fluctuating encumbrance of CYP 500.000 on assets of Frindlays,
· The mortgaging of 35.666 shares of the Bank of Cyprus Ltd. as well as 275.820 shares (208.000+67.820) of the Cyprus Popular Bank Ltd.
which represent a particularly high percentage of assets of Frindlays Investments Ltd.
2. Vital information concerning purchase of titles of Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services which,
· were controlled directly or indirectly by members of the Eleftheriades family
· make up around 80% of the assets of Frindlays Investments Ltd.
C. Breach of article 33 of SEC legislation 2001, as:
Despite the letter of the SEC of the 10 September 2001, it omitted to inform the SEC concerning the following:
1. The financial status (balance, results statement) of Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services during the period when the purchase of their titles took place by Frindlays Investments Ltd. on the 10.9.2001.
2. Whether the board approved the purchase of shares of the companies Artemis Asset Finance Ltd., Eleftheria Chrimatistiriaki Ltd. and Eleftheria Financial Services.
During the same meeting of the 5 November 2001, the SEC, having taken into consideration the position of Frindlays Investments Ltd., decided to impose the following administrative sanctions, based on its authority through article 38 of SEC legislation 2001, for the aforementioned violations of SEC legislation:
A. For each of the three breaches of article 68 of CSE legislation 1993-2001, administrative sanctions of CYP 5.000, that is a total penalty of CYP 15.000.
B. For each of two breaches of Regulation 81 of CSE regulations 1995-2001, management sanctions of CYP 5.000, a total of CYP 10.000.
C. For each of the two breaches of Regulation 33 of SEC legislation 2001, management sanctions of CYP 2.500, a total of CYP 5.000.
Thursday, 8 November, 2001 - 10:44