AFM fines Lars Windhorst for infringement of notification obligation

Investors must immediately notify the disposal of a substantial holding

If an investor acquires or disposes of shares or voting rights in a listed company and, in doing so, a threshold is crossed (between 3% and 95% of the issued capital), that investor must notify the AFM thereof without delay. The AFM enters this information in the public ‘Register of substantial holdings and gross short positions’.

The purpose of these obligatory notifications is to promote transparency and a level playing field in the financial markets. Notifications give investors insight into developments in the control and capital ratios of issuing institutions, the extent to which shares are freely marketable, the existence of any concentrations of shares or votes, or potential conflicts of interest. This information gives investors a better basis for forming an opinion regarding the company concerned.

Disposal of holding not notified

Through Tennor Holding B.V. and other companies incorporated in a trust, Windhorst owned more than 93% of the shares and votes in Fyber. This holding was sold on 26 May 2021. Windhorst controlled the trust and was therefore responsible for the notification that the holding in Fyber had fallen below a threshold. When it emerged that he had failed to do so, the AFM sent repeated reminders to Windhorst, however without any result. To avoid a situation in which the public register would continue to display an incorrect position, the AFM itself updated the register with the correct information in early September 2021.

The administrative fine is set at €500,000

The base amount for the violation of the notification obligation is set at €5,000,000. The AFM has reduced the fine amount to €500,000. In doing so, the AFM has taken into consideration that the infringement was non-recurring and was committed by a natural person, and that the consequences of the failure to notify appear to have remained limited.