FCA fines Metro Bank £10 million for incorrect listing information

Rick Steves

‘Listed firms must ensure that the information they are disclosing to the market is right. This is what investors are entitled to receive. The UK’s Listing Rules impose high standards on issuers and their officers which Metro Bank, Mr Donaldson and Mr Arden failed to meet in this case’.

The FCA has fined Metro Bank PLC £10,002,300 for breaching the Listing Rules by publishing incorrect information to investors. In addition, the regulator fined former Chief Executive Craig Donaldson and former Chief Financial Officer David Arden £223,100 and £134,600, respectively, for being knowingly concerned in Metro Bank’s breach.

Craig Donaldson was Metro Bank’s CEO from March 2009 until December 2019. David Arden was Metro Bank’s Chief Financial Officer (CFO) from March 2018 until February 2022.

While Metro Bank has decided not to appeal the FCA’s decision to the Upper Tribunal, the two individuals have referred their respective Decision Notices to the Upper Tribunal where they will each present their case. Any findings in the individuals’ Decision Notices are therefore provisional and reflect the FCA’s belief as to what occurred and how it considers their behaviour should be characterised.

The Upper Tribunal will determine whether to uphold the FCA’s decisions against the two individuals or not and whether there are any other actions that should be taken by the FCA. The Upper Tribunal’s decision will be made public on its website following a hearing. Accordingly, the action outlined in the individuals’ Decision Notices will have no effect pending the determination of the cases by the Upper Tribunal.

As part of its quarterly financial results, Metro Bank regularly reported to the market on its prudential position, including the Risk Weighted Assets (RWA) on which its regulatory capital requirements are based. Metro Bank published incorrect information concerning its RWA figure in its third quarter trading update (the October Announcement) on 24 October 2018.

Metro Bank was aware at the time that this figure was wrong and failed to qualify it or explain in the October Announcement that it was subject to an ongoing review and would require a substantial correction. Metro Bank also failed to consider, and to seek legal advice on, whether the incorrect RWA figure ought to be qualified or explained in the October Announcement. As a result, Metro Bank failed to take reasonable care to ensure that the October Announcement was not false and misleading and did not omit relevant information.

The FCA believes that Donaldson and Arden were knowingly concerned in Metro Bank’s breach of the Listing Rules and were aware that the RWA figure in the October Announcement was wrong and would require substantial correction. Despite this, they failed to consider whether the figure ought to be qualified or explained and failed to seek legal advice on this question. When the correct RWA figure was announced in January 2019, it contributed to a 39% fall in Metro Bank’s share price.

Mark Steward, Executive Director of Enforcement and Market Oversight, said: ‘Listed firms must ensure that the information they are disclosing to the market is right. This is what investors are entitled to receive. The UK’s Listing Rules impose high standards on issuers and their officers which Metro Bank, Mr Donaldson and Mr Arden failed to meet in this case.’

Metro Bank is a dual-regulated firm which was initially admitted to the Official List of the London Stock Exchange in 2016 and at the time of the announcement, was a member of the FTSE 250.

On 22 December 2021, the PRA published a Final Notice against Metro Bank and imposed a penalty of £5,376,000 for failings associated with the Bank’s RWA reporting to the PRA.

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