On 13 October 2025, the Financial Conduct Authority (FCA) issued a Final Notice to Neil Dwane, imposing a financial penalty of £100,281 and a prohibition as a result of sales of shares prior an announcement that the FCA concluded amounted to insider dealing.
Key takeaways
Key takeaways are set out directly below, but for more details on the findings see our ‘Notice in a nutshell’ table beneath these:
Importance of internal policies and procedures: Employees who have access to insider information as part of their roles should ensure they understand and comply with any internal policies on share dealing and do not regard any confirmation process as a tick box exercise. In determining that Mr Dwane committed market abuse, the FCA took into account his previous record of disregarding the company’s share dealing policies. Non-compliance can indicate a general propensity to break the rules and increase the likelihood of the regulator concluding that civil market abuse or criminal insider dealing was committed. Firms should ensure that they make employees aware of the policies, providing regular reminders, particularly around unscheduled announcements, and training to reinforce understanding and compliance.
What amounts to inside information: At the time that Mr Dwane sold shares, he had relatively little information regarding the RNS that the company was proposing. At the time of the first sale, he had been invited to a Teams call entitled “Warranty RNS” and at the time of the second sale he knew that a draft RNS had been prepared that might lead to an announcement in the near future concerning certain warranty and manufacturing issues. The FCA concluded that this was sufficient to enable him to conclude that such an announcement would be likely to have a significant effect on the price of shares. It was not necessary for him to have seen a draft of the RNS or have all the details of the relevant issues which had prompted the draft.
The evidential matrix: The FCA was able to piece together a timeline of events including information in the possession of Mr Dwane at the time of his share sales by reference to his company emails, his personal emails; his WhatsApp messages; and data relating to Teams calls including data from the Teams chat regarding the times at which participants joined and left. Even where individuals cannot remember the events in detail, the FCA can use its investigatory powers to obtain relevant communications including personal messages and draw inferences from the factual picture which emerges from the data such as coincidences of timing between events and share transactions.
Record-keeping: Mr Dwane told the FCA he had previously agreed with a family member that he would sell their shares. However, the family member did not confirm this and the FCA did not consider this undermined the inference that he sold because he anticipated a negative announcement. Contemporaneous records of decisions to buy or sell shares can be helpful when seeking to establish that such decisions were not based on inside information. Firms should also maintain clear records of when individuals were made insiders with regards to particular inside information.
Financial crime remains an FCA focus: The FCA is continuing to take action against firms and individuals in relation to financial crime including market abuse and money laundering. In this case, the FCA pursued civil penalties under the Market Abuse Regulation rather than a criminal prosecution for insider dealing. However, the consequences of civil penalties can be serious including, in this case, a significant fine and a prohibition preventing Mr Dwane from performing any function in relation to any regulated activity in future.
Key information
Decision maker | FCA Settlement Decision Makers |
Individual | Neil Sedgwick Dwane, a Capital Markets Adviser in the Investor Relations Team at ITM Power Plc (the company) |
Related decisions | None |
Sanction |
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Provisions |
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Relevant period | 13 September 2022 to 3 November 2022 (c. 7 weeks) |
Factual findings | In his role, Mr Dwane would typically be consulted towards the end of the process of preparing an RNS announcement. Between May 2021 and September 2022, Mr Dwane received information about the company’s share dealing policy and dealing code including the restriction on dealing when in possession of inside information and the need for clearance before dealing. However, between March 2022 and September 2022, Mr Dwane bought and sold shares on a number of occasions without requesting clearance. In October 2022, insider lists were created in relation to some manufacturing delays, guidance revision and potentially increased costs associated with warranties offered to customers. The company’s Nomad advised the Board that an announcement may be necessary and, on 25 October 2022, a draft RNS went into circulation. Mr Dwane told the FCA he had IT difficulties on the morning of 26 October 202 and was not able to access his company emails. The FCA reviewed his company and personal emails and WhatsApp messages. Between 08.55 and 08.59, Mr Dwane was invited (via personal and company email) to a Teams meeting entitled “Warranty RNS call” and he also spoke to a senior manager who explained that the call was to discuss an RNS about warranty provisions. Mr Dwane then received via company email a draft RNS (which he said he did not remember seeing). Between 09.00 and 09.04 on 26 October 2022, Mr Dwane sold 105,000 shares on behalf of himself and a close family member for £104,637. At 10.02 Mr Dwane received via his personal email a draft RNS. There was also some evidence he had joined the Teams call to discuss the RNS and that he left at 11.56 (although he told the FCA he did not remember doing so). At 11.56 Mr Dwane sold the remainder of his shares (20,000 for £19,650). At 11.57 Mr Dwane was added to the insider list for ‘Manufacturing delays and guidance revision’. He subsequently commented on the draft RNS. On 27 October 2022, the company issued a Trading Update relating to warranty and manufacturing issues. The share price fell by around 37%. Mr Dwane then repurchased 180,000 shares on behalf of himself and the family member. |
Failings | The FCA concluded that, when Mr Dwane’s first sale of shares took place, he knew that a “Warranty RNS” call was about to be held that might lead to an announcement concerning warranty provisions enabling him to conclude that such an announcement would be likely to have a significant effect on the price of the company’s shares. By the time he sold the second tranche, he had attended the call and knew that a draft RNS had been prepared regarding warranty issues and/or manufacturing issues enabling him to conclude that such an announcement would be likely to have a significant effect on the price of the company’s shares. The FCA was satisfied that Mr Dwane was in possession of and used inside information when executing these sales, including having regard to the nature and timing of the sales, which took place immediately after the call with the senior manager and the Teams call and suggested Mr Dwane anticipate a negative announcement was imminent. Mr Dwane was therefore in breach of Article 14 UK MAR. |
Related content
View all the ‘notices in a nutshell’.
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