This disclosure policy is approved by Loudspring Plc’s (“Loudspring”) Board of Directors and it describes the key principles that Loudspring applies to its communications with the capital markets and other stakeholders. This disclosure policy is reviewed and updated as necessary.
Loudspring’s class A shares are traded on First North Finland and First North Sweden. Loudspring’s disclosure policy complies with, the First North Rulebook as well as the regulations and guidelines of the Finnish Financial Supervisory Authority.
2. Principles and goals
Loudspring is a company group focused on saving natural resources. The Loudspring companies are active on global markets in five sectors: energy, real estate, fashion, food and manufacturing. Loudspring’s holdings in its portfolio companies vary from minority venture holdings to majority holdings which form the core of Loudspring’s operations in the future. Instead of seeking an exit for all the portfolio companies, in selected cases Loudspring’s goal is to increase ownership and consolidate specific portfolio companies into Loudspring group.
Loudspring is committed to an active and transparent communication with all its stakeholders. The aim is to give a true and timely picture of the company’s operations, operating environment, strategy, objectives and financial performance. Communications activities consist of regulated communications and non-regulated communications.
Loudspring’s portfolio companies are at the moment mostly privately owned non-listed growth companies. Save for the obligation to disclose financial statements annually, such companies do not have a law-based obligation to publish information on their operations. Loudspring has a process for gathering periodical information from its portfolio companies. However, as Loudspring is a minority shareholder in most of its portfolio companies, it has in practice only limited ability to require continuous reporting from such portfolio companies. Therefore, Loudspring is in its communication dependent on information that it receives from its portfolio companies from time to time and this disclosure may also be influenced by confidentiality and competition issues.
As a general rule, Loudspring releases news regarding associated companies only after the associated company releases the news itself or approves the news for release.
Loudspring’s disclosure obligation comprises periodic disclosure and on-going disclosure obligation.
Disclosure of periodic information refers to the company’s obligation to provide information regarding its financial development (the financial statements bulletin and half-yearly report, as well as financial statements and report of the Board of Directors) on a regular basis. In addition, the company publishes non-mandatory quarterly summaries for the first and the third quarter on the main events that are public and that have affected the company and its portfolio companies during the quarter.
Publication dates of the financial statements bulletin, the annual report and the half-yearly report of the next financial year are announced in December of the previous year.
On-going disclosure obligation refers to continuous disclosure of inside information as necessary, on matters which, in the issuer’s own assessment, are likely to have a material impact on the value of the company’s share.
Loudspring also communicates other information that is of interest to investors and other stakeholders in the manner described in this disclosure policy. In non-regulated communications Loudspring aims to be accurate, truthful and also innovative, interesting and even funny to add stakeholders understanding of the company and cultivate stakeholder’s relationship with Loudspring.
3.1 Financial statements and annual reports
Loudspring prepares and publishes financial statements and the report of the Board of Directors, pursuant to the legislation and other applicable regulations and guidelines. Loudspring prepares and publishes financial statements in compliance with the Finnish Accounting Standards (FAS).
Loudspring publishes a financial statements bulletin regarding the previous year’s financial statements within three months of the end of the financial year in accordance with the First North Rulebook. The bulletin also includes information on proposed allocation of profits, the planned date of the Annual General Meeting, information as to where and when the annual report and financial statements will be made available to the public and the date of publication of the next half-yearly report.
The financial statements, the report by the Board of Directors and the auditor’s report are published as a company release and are available on the company’s website.
3.2 Half-yearly reports and quarterly summaries
Loudspring publishes a half-yearly report within two months from the end of the reporting period in accordance with the First North Rulebook.
In addition, the company publishes non-mandatory quarterly summaries for the first and the third quarter on the main events that are public and that have affected the company and its portfolio companies during the quarter.
3.3 Company releases
3.3.1 Inside information
Inside information is, as a rule, disclosed as soon as possible. However, Loudspring may decide to delay the disclosure of its inside information if immediate disclosure would likely prejudice the legitimate interests of Loudspring and the delay of disclosure would not likely mislead the public and the company would be able to ensure the confidentiality of such information.
Loudspring’s portfolio companies are currently divided into three (3) groups: 1) listed core portfolio companies, 2) daughter companies (Loudspring Industry) and 3) venture portfolio (Loudspring Ventures) companies. Venture portfolio is further divided into core holdings and incubation holdings (listed core portfolio companies, daughter companies and venture portfolio core holdings together the “Core Holdings”). Daughter companies are companies where Loudspring is a majority owner or has a right to increase ownership to majority. The company categorizes its portfolio companies from time to time in its periodic disclosure reports and in the quarterly summaries. In most cases, only information concerning the Core Holdings can be considered as inside information by the company. For example, the following information concerning Loudspring or a Core Holding may but does not have to be inside information of Loudspring:
– Issues of financial instruments and other changes in ownership structure
– Orders or investment decisions
– Co-operation agreements or other agreements of major importance
– Business acquisitions and divestitures
– Credit or customer losses
– Research results, development of a new product or important invention
– Legal disputes
– Financial difficulties
– Decisions taken by authorities
– Significant deviation in financial result or financial position
– Substantial changes to the operations.
For listed core portfolio companies (such as Enersize Oyj), the company does not automatically treat insider information of such companies published as company releases as inside information of the company.
Loudspring portfolio companies are all growth companies that typically require successfully acquiring additional funding, even within a short time period in order to continue operations. Such portfolio company requirement for additional funding in itself, is not typically considered inside information.
The management of the company evaluates case-by-case and if needed takes advice from the Certified Adviser whether information concerning a portfolio company is inside information.
3.3.2 Other company releases
Besides inside information, Loudspring discloses the following information about itself as company releases:
– Financial statements and interim reports
– Quarterly summaries for the first and the third quarter
– Notices to the General Meeting and the resolutions by the General Meeting
– All changes in the composition of the Board of Directors, any significant management changes and the resignation or dismissal of auditors and replacement of the company’s Certified Adviser
– Share-based incentive programs
– Managers’ transactions in Loudspring’s financial instruments pursuant the Market Abuse Regulation
– Transactions between the company and closely-related parties
– Issues of financial instruments
– Other information disclosed under the First North Rulebook
Loudspring has established procedures for issuing company releases. It also has specific procedures for determining whether the company has inside information and for disclosing or delaying such information.
3.4 Targets, Market Guidance / Forecast and profit warnings
Loudspring may provide Targets for Loudspring, Loudspring group (including daughter companies) and/or for selected Core Holdings (not including listed core portfolio companies) in the report of the Board of Directors and the report section of half-yearly reports and the financial statements bulletin. Loudspring may update Targets from time to time and any deviation or expected deviation from a Target will not trigger a profit warning.
Loudspring may also provide Market Guidance or Forecast for Loudspring, Loudspring group (including daughter companies) and/or for selected Core Holdings (not including listed core portfolio companies) in the report of the Board of Directors and the report section of half-yearly reports and the financial statements bulletin.
Loudspring will issue a profit warning if its, Loudsrpring groups or its Core Holding’s financial result or position deviates in a significant way from what Loudspring has disclosed to the market in previously provided Market Guidance or Forecast or from what could reasonably be expected based on financial information previously disclosed by the company”. A profit warning may relate to either a deterioration or improvement of the previously published prospects and is always published as a company release.
Loudspring’s Board of Directors is responsible for issuing Market Guidance / Forecast, Targets and profit warnings, unless the urgency of the situation requires that the profit warning be issued by the decision of the Chairman of the Board or the CEO.
3.5 Press releases and investor news
Loudspring uses press releases and social media channels to disclose events related to the company’s or its portfolio companies’ business operations that do not fulfil the criteria for company releases but are nonetheless estimated to be newsworthy, have value in terms of market communications or otherwise be of interest to stakeholders. Information on company performance that does not fulfil the criteria for company releases may also be released as investor news. Company news announced in the form of press releases, investor news and through social media include for instance:
– Such company releases of listed core portfolio companies, which are not considered to be insider information of Loudspring
– News or other information regarding Loudspring and portfolio companies, which are not considered to be insider information of Loudspring
– Minor acquisitions, divestments and partnerships
– Minor cooperation and financing agreements
– Other current company affairs
– Loudspring or portfolio company market, team member information that the company deems interesting to stakeholders.
Also company releases of Loudspring and company releases made by listed core portfolio companies are further distributed through social media after they have been released as company releases by Loudspring and/or a listed core portfolio company.
3.6 General Meetings
Loudspring announces the planned date of the Annual General Meeting in its financial statements bulletin. The notice to convene a General Meeting is published on the company website and as a company release no later than three weeks prior to the date of the meeting. The notice convening a General Meeting, the documents presented to the General Meeting and draft resolutions prepared by the Board of Directors or other competent body are made available to shareholders on the company website no later than one week prior to the date of the meeting. Subsequent to each General Meeting, a company release is issued to announce the resolutions made by the meeting. The minutes of the General Meeting are available on the company website no later than two weeks after the meeting.
4.0 Operating procedures
4.1 Communication channels, distribution and availability of releases and bulletins
Loudspring’s website (www.loudspring.earth), Cision IR-platform and the company releases are the company’s main publishing channels. In addition, Loudspring uses also other methods and channels to communicate with stakeholders, such as bulletins, releases and other publications, social media channels, interviews, video clips, public appearances, e-mail newsletter and webcasts. Loudspring has as ambition to be open and transparent and actively engage its shareholders and potential shareholders in dialogue regarding its activities. The company encourages questions to be sent in from shareholders, and often answers them via video-clips and similar.
Loudspring’s CFO is responsible for distributing company releases to First North Finland, First North Sweden and the media and distributing press releases to the media. Significant releases are always also published on the Loudspring website.
Interested parties may sign up for an email distribution list on the company website to automatically receive Loudspring’s press and company releases.
The financial reports published by Loudspring are available on the company website for a minimum of ten years and company releases and press releases for five years from the date of publication.
4.2 Reporting language
Loudspring’s official reporting language is Finnish. All materials governed by a First North listed company’s disclosure obligation are also published in English and Swedish.
Loudspring actively arranges its own events to meets with its shareholders and other stakeholders. The aim of the events is typically to provide background information on Loudspring and its operating environment. No inside information is given at such events.
Investor meetings, capital market days, disclosures in the form of interviews and similar events, presentations, videos and other material on the company is, upon company decision and when possible, made available after the event on the company’s website at www.loudspring.earth.
4.4 Market forecasts by analysts
Analyst opinions, estimates and forecasts that are related to Loudspring’s and its portfolio companies’ business operations are the analysts’ own and do not represent or reflect the opinions, estimates or forecasts of the company or its management.
Loudspring monitors analyst statements and estimates of the development of its share price, but does not comment on such statements or estimates. Nevertheless, if the statements or estimates differ significantly from the company’s own estimates, the company may consider issuing a company release on the matter in the interest of providing accurate information to the market.
Only information that has already been published or is not considered inside information is provided to analysts and investors. If requested to do so, Loudspring may examine an analysis or report issued by an analyst to verify the accuracy of previously published information, without commenting on any conclusions made.
4.5 Rumours and information leaks
Loudspring does generally not comment on market rumours or share price development, nor on confidential or unfinished business transactions or operations. In cases when clearly misleading information comes to the knowledge of Loudspring and there is value in commenting it, the company may choose to do so.
In the event that Loudspring determines that inside information or other significant information relating to its financial instruments has been leaked prior to its official publication, the company will publish the information as a company release. Also, in the event that Loudspring has delayed the disclosure of inside information but subsequently determines that the confidentiality of such information cannot be ensured, it will disclose such inside information as soon as possible.
4.6 Silent period
Loudspring complies a silent period of a minimum of 30 days prior to the publication of half-yearly or annual results. During this time, Loudspring does not comment on the company’s financial position, markets or future outlook. During the silent period, company representatives do not meet with representatives of the capital markets.
In the event that an event that occurs during the silent period requires immediate publication, Loudspring will publish the said information without delay, subject to the regulations governing its duty of disclosure, and may comment on the said event.
4.7 Insider guidelines
Loudspring complies with the Insider Guidelines of Nasdaq Helsinki Ltd in governing the inside information that could have a material effect on the company’s share price. The company also has its own insider guidelines which are available on the company website.
Inside information is not disclosed except where necessary to perform the job-related duties of the person to whom it is disclosed. In such cases, action is taken to ensure that the person to whom the information is given to is liable to maintain its confidentiality and understands this obligation.
Members of the Board of Directors, the CEO and the members of the management are deemed to be the persons discharging managerial responsibilities within the meaning of the Market Abuse Regulation. The company’s managers and other persons with regular access to confidential information on the company, as defined by the company, may not trade in the company’s financial instruments during a period that starts 30 days before and ends the day after the publication of the following interim report or financial statements bulletin (closed window period). Persons who participate in the planning and preparation of projects involving inside information are considered project-specific insiders by Loudspring. They are listed in a separate project-specific insider list maintained by the company. The company uses software system InsiderLog for this purpose.
4.8 Roles and responsibilities
Company’s management is responsible for determining whether the company has inside information and for seeing to it that appropriate measures are taken with respect to disclosing or delaying the disclosure of the inside information.
The Board of Directors reviews and approves the financial statements and half-yearly reports and decides on issuing profit warnings, if necessary. The Board of Directors also approves significant company releases. Other company releases are approved by the Chairman of the Board, the CEO or the CFO. Company releases concerning managers’ transactions may be approved and published by the CFO. All the company releases are sent for the Certified Adviser’s review before they are published.