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Major shareholders dealing disclosure requirements - Coggle Diagram
Major shareholders dealing disclosure requirements
Disclosure of interests in voting rights
The general principle behind DTR 5 is to identify who is controlling the way in which voting rights are exercised and to disclose this to the market
Relevant issuer
The interest in voting rights must relate to shares of a relevant issuer
Any issuer whose shares are admitted to trading on a regulated market whose home state is the UK i.e premium and standard listed companies
Shares of an issuer whose shares are traded on a regulated or prescribed market. This brings exchange regulated markets such as AIM within the scope of the obligation to notify interests in shares
Relevant interest
Shares in a relevant issuer to which voting rights are attached
Any qualifying financial instruments which result in an entitlement to acquire existing shares in a relevant issuer to which voting rights are attached
Any financial instruments which are referenced to shares in a relevant issuer and have a similar economic effect to, but which are not qualifying financial instuments
Financial instruments having similar economic effect are instruments that do not give a legal right to acquire shares but which have a similar effect in practice
Where voting rights are held by a third party with whom a person has an agreement which obliges them to adopt a lasting common policy towards the management of the issuer in question all parties to the agreement must comply with the general notification obligation
Where voting rights are held by a third party under an agreement which provides for the temporary transfer for consideration of the voting rights, then both the person who acquires the voting rights and who is entitlted to exercise them under the agreement and the person who is temporarily transferring the voting rights must comply with the general disclosure obligation
Notification thresholds
A person may have a notifiable interest if the percentage of voting rights which they hold directly or indirectly as a shareholder reaches, exceeds or falls below
Thee thresholds of 3,4,5,6,7,8, 9 and 10% and each 1% threshold thereafter in the case of a UK incorporated issuer
The thresholds of 5, 10, 15,20,25, 30, 50 and 75% in the case of a non UK issuer
The thresholds my be passed as the result of either an acquisition or disposal of shares or financial instruments or an event changing the total breakdown of voting rights of the issuer such as a reduction of capital or issue of shares other to existing shareholders
Listed companies are required to notify their total voting rights, if there have been any changes, at the end of each calendar month
A persons interest in shares is calculated by reference to the information dislcosed by the issuer in accordance with DTR 5
Where a person is a direct or indirect holder of voting rights and/or holds qualifying financial instruments, the person must aggregate their holding to establish whether a disclosure obligation arises. If the total is greater than 3% in the case of a UK issuer, or 5% in the case of a non UK issuer, then an obligation arises
Under DTR 5, a person is required to aggregate their holdings with those of any undertakings under their control. A person will be considered to control an undertaking where
They hold the majority of the voting rights
They can appoint or remove the majority of the board
They have the power to exercise dominant influence or control, or are a member of the undertaking and control alone, pursuant to an agreement with other shareholders or members a majority of the voting rights in the undertaking
Exemptions
Shares acquired for the sole purpose of clearing and settlement within a settlement cycle
Shares held by a custodian or nominee in their role as custodian or nominee provided they can only exercise the voting rights under written instruction
Interests of market makers where their interest is less than 10%
Interests of credit institutions or investment firms where the shares are held within the trading book and the holding does not exceed 5%
Interests held by a collateral taker provided the collateral taker has not declared an intention to exercise the voting rights
Disclosure obligations for investors
The notification must be made by the interested person or a person delegated by them as to be received by the issuer as soon as possible and in any event, no later than two trading days (four for non UK issuer) after the interested person becomes aware or should have become aware the notifiable interest (or is informed of a change in the total voting rights of the issuer)
Form of notification to the issuer
Must be made using the standard form provided by the FCA for this purpose
Filing of information with the competent authority
A person making a notification to an issuer must if the notification relates to shares admitted to trading on a regulated market in the UK, at the same time electronically file a copy of the notification with the FCA
This obligation does not apply in respect of issuers listed on AIM
Contents of disclosures of interests in shares
The resulting situation in terms of voting rights
The chain of controlled undertakings through which voting rights are effectively held
The date on which the threshold was reached or crossed
The identity of the shareholder and of the person entitled to exercise the voting rights on behalf of that shareholder