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LBC und die Stellungnahme !!!! (leider alles Englisch) On April 9, 2002, at 1:40 p.m. LetsBuyIt.com published an ad hoc release concerning the annual results 2001 with the following language: "In a challenging year for the sector, LetsBuyIt.com saw gross profits increase 300% to €1.3 million, on net revenue of €4.7 million. Loss per share decreased significantly, from €1.83 in 2000 to €0.48 per share in 2001. The net operating loss and total operating expenses are both down by almost 70% from 2000. Commenting on today`s announcement, John Palmer, Founder and CEO said: "We finish 2001 in a strong position, having raised significant new investment, successfully migrated to the new business model, and streamlined the organisation. These changes have enabled us to eliminate costly overheads and focus on what we do best. Assuming steady sales growth we have secured LetsBuyIt.com`s ability to reach profitability within the next 12 months." In the German version, the notion "gross profit" was translated as profit which leads to the misunderstanding that the company was creating profits. Therefore, the company announces a clarification to the annual report 2001 with the following wording: "In order to avoid misunderstandings, LetsBuyIt.com clarifies that in the German version of today`s ad hoc release relating to the annual report for the business year 2001 the 300% increase of the profit to € 1.3 million refers to the gross profits as reported in the English version of the ad hoc release." This clarification was released at 4:50 p.m. In the evening the annual report was published. The "Schutzverein der Kleinaktionäre e.V. (SdK)", an organization to protect minor shareholders, alleged the company for misleading the investing public by announcing an ad hoc with insufficient information. The allegations are as follows: The announcement gives the impression that the profits and results of the company developed better than its competitors. The decrease of the net revenue was not published in the ad hoc release. The company did not mention the actual total loss which is 10 times higher than the net revenue. The liquidity decreases from € 15.3m in 2000 to € 0.58m in 2001. The company did not mention the statement of PriceWaterhouseCoopers N.V. that the auditors have substantial doubt about the ability of the company to continue as a going concern. The SdK concluded that all the above mentioned facts should have been mentioned in the ad hoc release and that the company had not put this information in the ad hoc release in order to mislead the investing public. Furthermore, SdK argues that this ad hoc release would fit with the circumstances around Kim Schmitz who was alleged to have committed prohibited insider trading. II. Statement The allegations of SdK are not correct. The company published an ad hoc release subject to the legal requirements with respect to § 15 WpHG (German Securities Trading Act). In accordance with § 15 WpHG the company is obliged to release information not known to the public which are of such importance that they are able to influence the stock exchange price of the shares. In an ad hoc release about the annual results, a company is obliged to publish the most important results of the annual report. There is no obligation that the company has to publish all the details. In general the company is obliged to publish the net revenues, the profit or the loss or other most important results. Therefore, the company is able to argue against SdK as follows: Concerning the misunderstanding about the word "Gewinn" in the German version, the company has clarified the misunderstanding of that language after contacting the Bundesaufsichtsamt für den Wertpapierhandel on the same day. The company is an internationally operating company and therefore, the company`s language is English. The management of the company has drafted the ad hoc release in English and in the English version the wording "gross profits" was correct. The correct wording in the English version and the misunderstanding wording in the German version shows very clearly that the company had no intention to mislead the investing public. Furthermore, from the context of the first sentence the public could easily conclude that the meaning was "Bruttogewinn" and not the overall profit. The highlight and the main information of the ad hoc was that after the implementation of a new business model, the company was able to generate gross profits. Therefore, the company has highlighted that it has a gross profit increase of 300 %. With that information, the company wants to make clear that it would be able to survive with the new business model and could reach profitability within the next 12 months. The information about the net revenue and the decrease of the net revenue from business year 2000 to the business year 2001 was not of such importance because of the change of the business model. The recent business model is an agency model whereas the net revenue consists only of the provisions of the sales and does not include the value of the sales. Therefore, it is obvious that the net revenue of the year 2000 is much higher than the net revenue of the year 2001. The change of the business model was announced several times and well known to the investing public. Furthermore, the decrease of the net revenues was published in each of the quarterly reports and therefore also known to the public. Due to the fact that the company has changed the business model and therefore suffered substantial losses to implement the new business model, the actual total loss does not constitute a meaningful message to the investing public. The information that the company suffered a significant decrease in liquidity was stated in the quarterly report 3/2000 and in the prospectus of December 2001 and thus known to the public. Therefore, the information was not a new information of significant importance to the public. The doubts of the auditor about the liquidity of the company to continue as a going concern was also mentioned in the annual report 2000 and in the quarterly reports as well as in the prospectus and thus well known to the public. If one compares the ad hoc release of the company about the annual report 2001, one can easily notice that the information given by the companies in these ad hoc releases are similar to the information delivered by LetsBuyIt.com. The information policy of the company with respect to the ad hoc release are therefore common practise and is not unusual. III. Conclusion The company never had the intention to mislead the investing public or to hide important information. If one considers the flood of ad hoc releases, a lot of information for which an ad hoc release would not have been required the company wanted to limit information of the ad hoc release to the most important issues like the gross profit and the operating loss and operating expenses as significant information about the new business model. Furthermore, the annual report was published the same day in the afternoon and therefore the public had the possibility to directly look into the annual reports. |
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| aus der Diskussion: | LetsBuyIt.com Insolvenzantrag - SdK Aktionärs News - Verkaufen ? |
| Autor (Datum des Eintrages): | MarkMitt (30.07.02 22:16:39) |
| Beitrag: | 5 von 16 (ID:7004516) |
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