UKLA

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Complete the required form and email it to:
Major shareholdings


Fax number

You can print the form, complete it and fax it to:
020 7066 0050

 

The following questions are addressed in the rules. The below answers will direct you to the rule references and explain the intention of the rule.

Frequently asked questions

Which 'shares' count?

Shares which are already issued and to which voting rights are attached.
Refer to DTR 5.1.1 (3)

When does an acquisition/ disposal arise?

A person must notify the issuer of the percentage of voting rights he holds if he acquires or disposes of shares in the issuer to which voting rights are attached reaches breaches or falls below a relevant threshold.
Refer to DTR 5.1.2

Do I round up or down?

For the purposes of calculating whether any percentage threshold is reached or crossed, and any resulting notification, the proportion of voting rights held shall if necessary be rounded down to the next whole number.
Refer to DTR 5.1.1(6)

What are the thresholds?

A shareholders has an obligation to disclose their holdings in the above interests when their holdings amount to 3% or above of the total voting rights and capital in issue. Additional notifications also need to be made when their holdings reach breech or fall below every 1% above that. Or in the case of holdings in a non-UK issuers on the basis of thresholds at 5%, 10%, 15%, 20%, 30%, 50% and 75%.
Refer to DTR 5.1.2 (1)

What might happen to require me to disclose?

Disclosure may be required as a result of trading activity but also as a result of information disclosed by the issuer regarding a change in the total number of voting rights and capital in issue and/or a as a result of a change in the breakdown of voting rights in issue.
Refer to DTR 5.1.2 (2)

What does 'indirect' mean?

Indirect interests arise where a person has access to the voting rights.
Refer to DTR 5.2.1

What if I am a shareholder and also hold qualifying financial instruments?

The holder of qualifying instruments as well as shares is required to aggregate his holdings, and if necessary, notify all such instruments as relate to the underlying issuer.
Refer to DTR 5.3.4

How do I make a notification?

Once a shareholder is aware that a threshold has been reached or crossed, they must report their holdings to the relevant issuer. The standard TR-1 form available of the FSA website should be used.

Shareholders of issuers with shares listed on a regulated market must also file this notification with the FSA at the email address or fax number stated on the webpage. Shareholders of an issuer traded on an exchange regulated market (such as AIM and Plus Markets) must only report their holding to the relevant issuer.

Refer to DTR 5.8 and 5.9

When do I have to make the notification by?

UK Issuer:

Shareholders must make the disclosure as soon as possible but no later than two trading days after the date on which the person learnt or should have learnt about a change to their holdings.

Third Country Issuer:

Shareholders must make the disclosure as soon as possible but no later than four trading days after the date on which the person learnt or should have learnt about a change to their holdings.
Refer to DTR 5.8.3 (1).

What is a trading day?

The FSA maintains and publishes a calendar of trading days which applies in the United Kingdom for the purposes of DTR 5.

London Stock Exchange: Calendar of Trading Days

When should I have learnt of the obligation?

A shareholder shall be deemed to have knowledge of the acquisition, disposal or possibility to exercise voting rights no later than two trading days following the transaction in question. Unless the transaction is conditional upon the approval by public authorities of the transaction or on a future uncertain event the occurrence of which is outside the control of the parties to the agreement, whereby knowledge is deemed to have arisen when the relevant approvals are obtained or when the event happens.
Refer to DTR 5.8.3

When should I check to see if I have a notification obligation?

In determining whether a disclosure notification needs to be made, shareholders must calculate their percentage holdings by no later than midnight on the day of trade, e.g taking account of the net effect of that days disposals and acquisitions
Refer to DTR 5.8.11

Do I have to notify the FSA as well as the issuer?

Only if the shares relate to an issuer traded on a regulated market. Refer to DTR 5.9.1

How do I notify the FSA?

By electronic means. Refer to DTR 5.10.1