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UK: Financial Conduct Authority imposes a penalty on Barclays but there's no express mention of market manipulation..

Tuesday, 3 December, 2024 - 04:57

When you read this news in the general media or even on the Financial Conduct Authority's own website, you may be misled. The FCA has imposed a penalty: contrary to other statements, this is not a fine because there were no criminal proceedings.

In the dark days of the global financial crisis, Barclays entered into a deal to raise money from a middle eastern investor. The arrangement was improper. The FCA made an order, Barclays said it would appeal but has now withdrawn that appeal and the result is an order to pay GBP40 million.

In June and October 2008, Barclays undertook two capital raising schemes pursuant to which it intended to raise up to £4,500 million and GBP7,300 million respectively. The schemes took place against the background of the global financial crisis, which increased dramatically in severity during this period culminating in the collapse of Lehman Brothers in September 2008 and the UK Government’s GBP37,000 million injection of capital into certain major UK banks in October 2008.

In each of the schemes, a small number of ‘anchor investors’ agreed to participate, including the Qatar Investment Authority, via its investment arm Qatar Holding LLC (“QH”), and a Qatari investment vehicle, Challenger Universal Limited (“Challenger”) (together the “Qatari entities”) and others. The deals were complex and provided for substantial both initially and in the future. These were not interest and they were not dividends. Hundreds of millions of pounds were to be paid under "advisory agreements".

The FCA has not said that these were kickbacks but it does say that the full exptent of the payments was not disclosed at the time the schemes were entered into and that such failure to disclose affected the share price of both Barclays plc and Barclays Bank plc.

Barclays’ failure to mention these matters in the announcements and prospectuses associated with the capital raisings rendered the information in them misleading, false and/or deceptive and meant that it omitted matters likely to affect its import. Barclays plc’s failure to mention these matters in the circular that it sent to its shareholders in connection with the October capital raising meant that it did not contain all information necessary to allow its shareholders to make a properly informed decision as to the voting action required of them.

Although the FCA stops short of using the term "market manipulation" it's close enough as to make no difference.

The penalty on Barclays plc is GBP30 million - the full order is here: https://www.fca.org.uk/publication/final-notices/barclays-plc-2024.pdf

The penalty on Barclays Bank plc is GBP10 million - the full order is here: https://www.fca.org.uk/publication/final-notices/barclays-bank-plc-2024…

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