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DTR 5.8 Procedures for the notification and disclosure of major holdings

DTR 5.8.1 R

A notification given in accordance with DTR 5.1.2 R shall include the following information:

  1. (1)

    the resulting situation in terms of voting rights;

  2. (2)

    the chain of controlled undertakings through which voting rights are effectively held, if applicable;

  3. (3)

    the date on which the threshold was reached or crossed; and

  4. (4)

    the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights under the conditions laid down in DTR 5.2.1 R and of the person entitled to exercise voting rights on behalf of that shareholder.

DTR 5.8.2 R
  1. (1)

    A notification required of voting rights arising from the holding of financial instruments4 must include the following information:

    1. (a)

      the resulting situation in terms of voting rights;

    2. (b)

      if applicable, the chain of controlled undertakings through which financial instruments4 are effectively held;

    3. (c)

      the date on which the threshold was reached or crossed;

    4. (d)

      for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable

    5. (e)

      date of maturity or expiration of the instrument;

    6. (f)

      identity of the holder; and

    7. (g)

      name of the underlying issuer.

  2. (2)

    The notification must be made to the issuer of each of the underlying shares to which the financial instrument4 relates and, in the case of shares admitted to trading on a regulated market, to each competent authority of the Home States of such issuers.

  3. (3)

    If a financial instrument4 relates to more than one underlying share, a separate notification shall be made to each issuer of the underlying shares.

  4. (4)

    [deleted]4

    2

[Note: articles 11(3), (4) and (5) of the TD implementing Directive ]

DTR 5.8.3 R

The notification to the issuer shall be effected as soon as possible, but not later than four trading days in the case of a non-UKissuer4 and two trading days in all other cases,4 after the date on which the relevant person:

  1. (1)

    learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or

  2. (2)

    is informed about the event mentioned in DTR 5.1.2 R (2).

And for the purposes of (1) above a person shall, in relation to a transaction to which he is a party or which he has instructed, 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 and where a 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, the parties are deemed to have knowledge of the acquisition, disposal or possibility of exercising voting rights only when the relevant approvals are obtained or when the event happens.

[Note: articles 12(1), and 12(2) of the TD and article 9 of the TD implementing Directive ]

DTR 5.8.4 R
  1. (1)

    The notification obligation following transactions of a kind mentioned in DTR 5.2.1 R are individual obligations incumbent upon each direct shareholder or indirect shareholder mentioned in DTR 5.2.1 R or both if the proportion of voting rights held by each party reaches, exceeds or falls below an applicable threshold.

  2. (2)

    In the circumstances in DTR 5.2.1 R Case (h) if a shareholder gives the proxy in relation to one shareholder meeting, notification may be made by means of a single notification when the proxy is given provided it is made clear in the notification what the resulting situation in terms of voting rights will be when the proxy may no longer exercise the voting rights discretion.

  3. (3)

    If in the circumstances in DTR 5.2.1 R Case (h) the proxy holder receives one or several proxies in relation to one shareholder meeting, notification may be made by means of a single notification on or after the deadline for receiving proxies provided that it is made clear in the notification what the resulting situation in terms if voting rights will be when the proxy may no longer exercise the voting rights at its discretion.

  4. (4)

    When the duty to make notification lies with more than one person, notification may be made by means of a single common notification but this does not release any of those persons from their responsibilities in relation to the notification.

[Note: article 8 of the TD implementing Directive ]

DTR 5.8.5 G

It may be necessary for both the relevant shareholder and proxy holder to make a notification. For example, if a direct holder of shares has a notifiable holding of voting rights and gives a proxy in respect of those rights (such that the recipient has discretion as to how the votes are cast) then for the purposes of DTR 5.1.2 R this is a disposal of such rights giving rise to a notification obligation. The proxy holder may also have such an obligation by virtue of his holding under DTR 5.2.1 R. Separate notifications will not however be necessary provided a single notification (whether made by the direct holder of the shares or by the proxy holder) makes clear what the situation will be when the proxy has expired. Where a proxy holder receives several proxies then one notification may be made in respect of the aggregated voting rights held by the proxy holder on or as soon as is reasonably practicable following the proxy deadline. Unless it discloses what the position will be in respect of each proxy after the proxies have expired, such a notification will not relieve any direct holder of the shares of its notification obligation (if there is a notifiable disposal). A proxy which confers only minor and residual discretions (such as to vote on an adjournment) will not result in the proxy holder (or shareholder) having a notification obligation.

DTR 5.8.6 R

An undertaking is not required to make a notification if instead it is made by its parent undertaking or, where the parent undertaking is itself a controlled undertaking, by its own parent undertaking.

[Note: article 12(3) of the TD ]

DTR 5.8.7 R

Voting rights must be calculated on the basis of all the shares to which voting rights are attached even if the exercise of such rights is suspended and shall be given in respect of all shares to which voting rights are attached.

[Note: article 9(1) of the TD ]

DTR 5.8.8 R

The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R and DTR 5.6.1A R3 but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).

[[Note: article 9(2) of the TD and article 11(3) of the TD implementing Directive]

DTR 5.8.9 G

The FCA provides a link to1 a calendar of trading days through its website at http://www.fca.org.uk1 which applies in the United Kingdom for the purposes of this chapter.

[Note: article 7 of the TD implementing Directive ]

1 1
DTR 5.8.10 R

A notification in relation to shares admitted to trading on a regulated market, must be made using the form TR1 available in electronic format at the FCA's website at http://www.fca.org.uk.

DTR 5.8.11 R

In determining whether a notification is required a person's net (direct or indirect) holding in a share (and of relevant financial instruments4) may be assessed by reference to that person's holdings at a point in time up to midnight of the day for which the determination is made (taking account of acquisitions and disposals executed during that day).

DTR 5.8.12 R
  1. (1)

    An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.

  2. (2)

    A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification, as soon as possible and in any event by not later than the end of the third trading day following receipt of the notification, make public all of the information contained in the notification.

  3. (3)

    DTR 5.8.12R(2) does not apply to a third country issuer that falls within DTR 5.11.4R.4

  4. [Note: article 12(6) of the TD ]