Poland – FSA Failure to Notify Substantial Shareholding

Poland – FSA Failure to Notify Substantial Shareholding

  • On 1 June 2023, POL FSA announced final decision in case re infringements and fines.
  • After assessing requests for re-examination confirmed infringements and seriousness.
  • Revoked section of decision 22 December 2021 re fine of PLN 900,000, issued final decision.
  • Imposed lower fine for breaches in this section, stating that company committed 4 breaches (instead of 5) of art 69.1 point 1 and art 87.1 point 3 of Public Offering Act.
  • Fine of PLN 850,000 for failing to notify Skarbiec Holding SA and POL FSA 4 times of changes in the substantial shareholding of Skarbiec Holding SA shares.
  • Reminded notification of changes in ownership, in cases of stock parking of a public company in other entities, fulfillment of obligation to issue tender for exchange or sale of shares, important for investors and fundamental part of right, duties of shareholder.
  • Imposition on Lubelski Chmiel Investment of alternative obligation to announce tender offer to subscribe sale of shares or to sell block of shares is dictated by important interest of capital market participants and the need to ensure its proper functioning.
  • Purpose is primarily to guarantee safety of trading and ensure effective protection for minority shareholders and adequate position in relations with majority shareholders.
  • Fulfilling duty to announce tender offer enables investors to decide on possible sale.