The FCA has issued a novel fine to a senior executive, Mr Sebők, at Wizz Air Holdings PLC (‘Wizz Air’) for trading Wizz Air shares during closed periods under Article 19(11) of the UK Market Abuse Regulation (‘MAR’) and for failing to disclose personal trades to Wizz Air and the FCA under Article 19(1) of MAR.
Article 19 applies to Persons Discharging Managerial Responsibilities (‘PDMRs’) of the issuer and those closely associated with them. PDMRs of an issuer are those who are members of the administrative, management, or supervisory body of that issuer (which is typically the Board of Directors) or those who are senior executives who are not members of those bodies but have regular access to inside information relating directly or indirectly to the issuer and have the power to take managerial decisions affecting the prospects of the issuer. Mr Sebők held positions such as Head of Treasury and Controlling and Chief Supply Chain Officer prior to his dismissal.
Between April 2019 and November 2020, Mr Sebők made 115 trades in Wizz Air shares, amounting to a movement of over 120,000 shares, which were worth over £4,000,000, ultimately resulting in Mr Sebők disposing of his entire holding, which he failed to report in line with Article 19(1).
Of those 115 transactions, 18 were during a closed period, being within the period of 30 calendar days before the announcement of interim or year-end financial reporting by Wizz Air, in contravention of Article 19(11). Those transactions alone were worth over £550,000.
In addition to the requirements in Article 19, the terms of Mr Sebők’s employment contract required him, as a PDMR, to adhere to Wizz Air’s Share Dealing Code. The Share Dealing Code required Mr Sebők to seek Wizz Air’s authority to deal in company shares and prohibited Mr Sebők from dealing in company shares during closed periods. Mr Sebők was included in regular email reminders sent to all PDMRs about such restrictions.
Mr Sebők was fined £123,500, being his total penalty less a 30% discount applied in view of the early settlement of the matter.
Why is this important?
As well as highlighting the importance of compliance with the Market Abuse Regulation more generally, this fine reminds PDMRs of market participants of the ability and inclination of the FCA to punish PDMRs who fail specifically to comply with the requirements of Article 19. MAR is an essential element of ensuring transparency in the market and is a key safeguard against abuses by those who hold inside information on issuers.
The FCA have commented that the position of trust held by PDMRs is damaged when protective measures are not adhered to. The instant dismissal of Mr Sebők also stresses the significance of understanding and complying with the terms of public company employment contracts and Share Dealing Codes.
The FCA has not censured or criticised Wizz Air.
