Responsibility of major shareholders
What are shareholders required to do?
Since 20 January 2007, shareholders are required to inform the issuer concerned, and simultaneously the FSA, if the issuer is traded on a regulated market, if:
- they have a notifiable interest in holdings of 3% or above of the issuer's total voting rights and capital in issue; and
- if their holdings change to reach, exceed or fall below every 1% above 3% of the issuer's total voting rights and capital in issue. Changes may occur because of a shareholder’s own trading activity; or if the issuers change the total number of voting rights and capital in issue; or if the breakdown of voting rights changes.
If, under the conditions above, shareholders have not been required to disclose their holdings by 20 March 2007, they must do so by this date in any event.
How does a shareholder make a notification?
Shareholders must determine their holding no later than midnight on the day of trade. To calculate the proportion of shares they should use the total number of voting rights according to the issuer's most recent disclosure. NB: Figures should be rounded down to the next whole number.
Shareholders should inform the issuer and the FSA, if applicable, via email or fax using the major shareholdings notifications form.
Non-EEA investment managers
DTR 5.1.5 allows certain interests (such as holdings of EEA qualifying investment managers, asset managers etc.) to be disregarded for the purposes of notification below the 5% and 10% thresholds. The rules also give us the power to determine that non-EEA investment entities are subject to the same 5% and 10% notification obligations as EEA firms.
For further details on our approach to third country investment managers please refer to non-EEA investment managers.