Germany's Federal Financial Supervisory Authority (BaFin) has imposed an administrative fine of €1,650,000 on Barclays PLC. The penalty relates to a breach of supervisory duties in connection with contraventions of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG).
According to BaFin, between June 2022 and March 2023 Barclays PLC failed in 26 cases to submit voting rights notifications regarding a single issuer within the prescribed period. Under the applicable rules, shareholders are required to notify both the issuer and BaFin within four trading days if their voting rights reach certain thresholds.
Voting rights notification requirements
The obligation to submit voting rights notifications is designed to ensure transparency in the capital market. Parties subject to these notification requirements must inform the issuer and BaFin when their shares reach, exceed or fall below specified thresholds. Failure to comply within the prescribed period constitutes a contravention of section 33 et seq. of the WpHG.
BaFin is empowered to impose administrative fines in cases where notification obligations are not met. Such fines can be levied either for each individual contravention or for a breach of supervisory duties, depending on the nature of the infringement.
Basis and scope of the fine
In this case, BaFin determined that Barclays PLC had committed a breach of supervisory duties. The authority concluded that the company did not take sufficient organisational measures to prevent or significantly impede the underlying contraventions related to voting rights notifications.
When an administrative fine is imposed on a legal entity, the highest possible fine is €10 million or up to 5% of total revenue. The €1,650,000 fine against Barclays PLC was imposed specifically for a breach of supervisory duties, rather than as separate penalties for each of the 26 individual contraventions.
The case underscores BaFin's enforcement of transparency requirements in the German capital market and the importance placed on timely and accurate voting rights notifications under the WpHG framework.
