An English- and Welsh-incorporated foreign private issuer settled SEC charges for failing to make required disclosures that resulted in materially misleading financial results.

According to the SEC, the issuer failed to disclose certain "trends and uncertainties" that resulted from over-shipping products to meet market expectations. Further, the SEC reported that the issuer did not have sufficient procedures to determine whether the over-shipping and associated distributor inventory were trends or uncertainties subject to disclosure requirements. As a result, the SEC found that the issuer made misleading statements and omitted information regarding its financial performance in its financial statements.

To settle the charges, the issuer agreed to cease and desist from further violating SEC rules and pay a civil money penalty of $5 million.

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