Supermarket chain Super de Boer should have intervened earlier to avoid possible insider trading. An appeals court recently decided this in proceedings following Jumbo’s takeover of Super de Boer in 2009. According to the court, Super de Boer should have made price-sensitive information about the takeover public a day earlier (before trading hours). Listed companies that choose not to make price-sensitive information public are advised to pay close attention to changes in price and trading volumes of their shares.

The Utrecht District Court decided in its previous ruling that the Dutch supermarket chain, Super de Boer, had acted unlawfully towards its shareholders who sold their shares between 11 and 17 September 2009. The shareholders who sold their shares at that time were unaware of Jumbo’s takeover bid. Super de Boer had received this bid on 4 September 2009 and made it public on 18 September 2009. We previously reported on this in our RCE newsletter of April 2011.

Before the public announcement, the market price of the shares increased by almost 25%. The trading volume also increased significantly for no apparent reason. It later emerged that Jumbo had already approached Super de Boer on 4 September 2009, two weeks before the public announcement.

Under the Financial Markets Supervision Act, a delay in making price-sensitive information available to the public is only allowed if the listed company can guarantee the confidentiality of the information. This means that disclosure of price-sensitive information cannot be delayed if, despite any measures taken, confidentiality can no longer be guaranteed.

Listed companies that have chosen not to make price-sensitive information public are advised to pay close attention to changes in price and trading volumes of their shares.