Air New Zealand chief executive Greg Foran released details of the 800-day plan on June 5. Photo / Michael Craig
Cash-strapped Air New Zealand had to pay $ 40,000 for a “ serious ” breach of NZX rules that included disclosing material information.
The NZ Market Discipline Court has found airlines earlier this year did not release market sensitive information when it became aware of it and published the information before notifying NZX.
In its decision, the court detailed information released about the impact of Covid-19 on airlines towards the afternoon of 5 June when Air NZ chief executive Greg Foran informed staff, Airpoints members and “ selected media ” about the three phases. plan for the next 800 days.
The three phases are labeled Survive, Revive, and Thrive, as previously reported by the Herald. One of the key aspects of the Survive phase is Air New Zealand’s plans to reduce labor costs (in addition to the estimated $ 150 million announced on May 26, including implementing reduced hours of work, unpaid leave, job sharing, voluntary exit, and possible termination. work.
This release was not announced via the NZX market announcement platform (MAP).
Instead, it was released sequentially to staff, to select media outlets, and to New Zealand-based Airpoints members between 12:46 p.m. and 3:26 p.m. on the afternoon of June 5.
After being contacted by NZX, an announcement materially similar to Foran’s message was released via MAP at 8.30am on Monday, June 8th.
NZX launched an investigation into whether the release of the CEO’s message mattered.
After investigations, NZX concluded that the labor cost reduction target mentioned in the message was material information, so the airline had breached its obligations by not releasing it immediately and by releasing this information through means other than MAP.
The court noted that airlines have frequently provided market updates regarding the impact of the pandemic on its business and operations.
“ The violation occurred in the context of the unique and tremendous pressure on businesses due to the Covid-19 pandemic. The uncertainty around the duration, scale and impact of the pandemic, and the swift changes required to respond to the Government’s evolving measures, is having a very significant impact on the aviation industry. ”
The airlines accept that they have breached their obligations.
The court ruling said the offense related to continuing disclosure was a violation of a fundamental obligation.
“ Compliance with the Rules by this Issuer is very important in maintaining market integrity and investor confidence. ”
The breach was serious and could result in a $ 500,000 fine.
The court considered that there were aggravating factors in this case:
• Air New Zealand did not comply with its own continuous disclosure policy when it concluded the June 5 communication, nor did it refer the communication to its disclosure committee. NZX considers that if internal policies are followed, these violations will be prevented.
• NZX has published specific guidance with respect to disclosures regarding the COVID-19 pandemic not long before the breach occurred, so AIR is aware of the potential materiality of the labor cost reduction operating cost decision. Furthermore, AIR has released previous updates via MAP to reduce labor costs.
• NZX informed that 2,520 AIR stock trades took place on the afternoon of 5 June 2020 while there was information asymmetry in the market. Airline share prices rose significantly on June 8, although NZX assessed that the pattern of the surge in prices in the global aviation industry from June 5 to June 8 contributed, in part, to this move.
Mitigating factors include:
• Air NZ itself does not benefit financially from the breach.
• Once a problem is identified, it is resolved immediately. Total duration of information asymmetry is short (4 hours 44 minutes).
• NZX considers that there is no evidence of financial gain or financial loss due to asymmetric trading on the afternoon of 5 June.
• The violations appear to be unintentional, even though the airline does not follow its own continuous disclosure policy.
The court has considered in its decision to agree to a settlement that the violations occurred during a period of significant uncertainty, especially for those in the aviation industry, arising from the Covid-19 pandemic. ”
Taking into account both aggravating and mitigating factors, the court considered that while the offense warranted a sentence at the lower end of the available range, along with public condemnation.