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The UK’s Financial Services Authority has fined insurer Prudential £30 million for breaching FSA Principles and UKLA Listing Principles.
Relating to Prudential’s failure to inform the FSA at the appropriate time that it was seeking to acquire AIA, the Asian subsidiary of AIG, in early 2010 the FSA also has also censured Tidjane Thiam, Prudential’s Group Chief Executive.
The FSA argued that Prudential failed to deal with the authority in an “open and cooperative manner when it was seeking to acquire AIA in early 2010”, because it did not inform the FSA of the proposed acquisition until after it had been leaked to the media on 27 February 2010.
In a statement the FSA said “Prudential should have informed the FSA at the earliest opportunity to allow the FSA to decide whether to approve or reject the deal on regulatory grounds. It failed to disclose the proposed transaction even when, at a meeting between the FSA and Prudential executives on 12 February 2010, the FSA asked detailed questions about Prudential’s strategy for growth in the Asian market and its plans for raising equity and debt capital”.
The proposed transaction’s size and scale would have transformed the Group’s financial position, strategy and risk profile and involved a planned rights issue of £14.5bn, which would have been the biggest ever in the UK. The transaction had the potential to impact upon the stability and confidence of the financial system in the UK and abroad.
In the circumstances the FSA had a regulatory responsibility to conduct an intensive, detailed and thorough scrutiny of the proposed transaction. The failure to inform the FSA was significant because it resulted in the FSA having to consider highly complex issues within a compressed timescale before making a decision as to whether to suspend Prudential’s shares.
As a concequence Prudential “narrowed the FSA’s options in scrutinising the transaction, risked delaying the publication of Prudential’s subsequent rights issue prospectus and hampered the FSA’s ability to assist overseas regulators with their enquiries in relation to the transaction”.
The FSA further argued that “Prudential wrongly allowed its judgement to be overly influenced by its concern about the risk of leaks. This concern meant Prudential failed to give due weight to the importance of complying with its regulatory obligations, even when explicitly advised by its own advisers of the importance of keeping the regulator informed”.
Citing the role of Prudential’s Group Chief Executive, Tidjane Thiam the FSA concluded that he played a significant role, along with others at the company, in the decision not to contact the FSA about the proposed acquisition and was he was “knowingly concerned” in a breach of FSA rules.
Commenting on the Pudential case Tracey McDermott, FSA director of enforcement and financial crime said that the “FSA expects to have an open and frank relationship with the firms it supervises and with listed companies. It is essential that firms give due consideration to their regulatory obligations at all times. In particular, timely and proactive communication with the FSA is of fundamental importance to the functioning of the regulatory system and the integrity of the market.
“Prudential, led by Thiam as CEO, failed to give due consideration to its obligation to inform the FSA of this transaction, which would have had a huge impact on the group had it gone through. That was a serious error of judgement for which Prudential is paying the price. Firms should be in no doubt as to the importance of early communication with the regulator in respect of transformational transactions to avoid market and investor disruption.
