Fines for violating reporting requirements when buying shares of listed companies
The Polish Financial Supervision Authority has fined a couple PLN 200,000 for acquiring shares in a listed company over the 10% threshold without announcing a public tender.
On 9 August 2010 the Financial Supervision Authority imposed the fine of PLN 100,000 each on a husband and wife for failure to comply with reporting requirements and failure to announce a public tender when buying shares in a public company beyond the 10% threshold, under the Polish Act on Public Offerings.
The Act on Public Offerings requires buyers of shares of listed companies to file a notice with the Financial Supervision Authority and the company when exceeding specific thresholds in voting rights (the lowest threshold is 5% and the highest is 90%). The buyer generally has 4 business days to file the notice. Moreover, acquisition of shares resulting in an increase in voting rights by more than 10% within less than 60 days (or 5% within one year for a holder of at least 33% of the votes) is permissible only through a public tender for sale or exchange of shares.
The ban on acquiring significant blocks of shares without notification or tender also applies to persons acting in a joint understanding in terms of acquisition, voting, or long-term policy with respect to the company. Some persons, such as married couples, are presumed to be acting under a joint understanding. This means that their votes need to be aggregated and each of them must provide the required notice concerning their own shares and the combined total. This presumption was applied in the case of the married couple fined by the Financial Supervision Authority in August.
The regulator has imposed similar fines in other cases. For example, in 2007 the authority imposed four fines on married couples, ranging from PLN 15,000 to PLN 200,000. The latter case involved a shareholder who exceeded 73% of the votes in a listed company without declaring a public tender. In 2008 the authority fined four family members (also subject to a presumption of acting jointly) a total of PLN 150,000 for violating these rules. The maximum possible fine is PLN 1 million for each offence.
An investor who has been fined has 14 days to seek a rehearing from the Financial Supervision Authority, and if that is not successful may appeal from the decision to the province administrative court.