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Measure 06/04/23

Janus Henderson fined for late notification of substantial shareholding

On 29 March 2023, the Dutch Authority for the Financial Markets (AFM) imposed an administrative fine of € 1,700,000 on the global asset manager Janus Henderson Group plc. The fine has been imposed because Janus Henderson notified the AFM late of its shareholding of 3.02% in the company Renewi, which is listed at Euronext Amsterdam.

In brief

• Investors must immediately notify a substantial shareholding to the AFM
• Notification of shareholding was made too late
• First-ever application of simplified settlement of a fineable matter

Investors must immediately notify a substantial shareholding to the AFM

When investors obtain or lose shares or voting rights in a listed company, as a result of which their shareholding meets a particular threshold (of between 3% and 95% of the company’s issued share capital), they must immediately notify this to the AFM. The AFM will then include these details in the public register of substantial shareholdings and gross short positions (Register substantiële deelnemingen en bruto shortposities).

The purpose of these mandatory notifications is, among other things, to foster transparency and a level playing field in the financial markets. The public register provides investors insight into developments in the control and shareholding structure of issuers, the extent to which shares are freely marketable, and the existence of any shareholder or voting rights concentrations, or of any conflicts of interest. This information enables investors to make a more informed and substantiated assessment of the shares with which they may wish to carry out transactions.

Notification of shareholding was made too late

As a result of the acquisition of shares in Renewi on 27 January 2021, Janus Henderson held 3.02% of the shares in and voting rights in respect of the issued share capital of Renewi. Janus Henderson only notified its shareholding to the AFM on 30 July 2021. Therefore, Janus Henderson breached its obligation to notify under Section 5:38 of the Financial Supervision Act (Wet op het financieel toezicht). The AFM had already drawn Janus Henderson’s attention to three prior occasions of late notifications. This time, an administrative fine has been imposed.

First-ever application of simplified settlement of a fineable matter

Janus Henderson fully cooperated with the AFM’s investigation and agreed to settle this fineable matter in accordance with the AFM’s new procedure for the simplified settlement of fineable matters. This means that Janus Henderson acknowledges that it breached the obligation to timely notify and accepts the administrative fine. In return, the AFM has lowered the original fine of € 2,000,000 by 15% to € 1,700,000 and published only a condensed fining decision.

Click here to download the fining decision (only available in Dutch).

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