Under the Disclosure Guidance and Transparency Rules Chapter 5 (DTR 5), shareholders and holders of financial instruments falling within DTR 5.3.1R (1) must sometimes make notifications.
Update: 23 November 2020
This Disclosure Guidance and Transparency Rules Chapter 5 (DTR 5) Registration Guide has been created to help you successfully complete all aspects of the overall 2-step registration process on our Electronic Submission System (ESS).
You can view a copy of the awareness email issued on 11 November 2020 to all position holders who have reported a TR-1 Form to us during the last 12 months. If you received our initial email, we will contact you soon and invite you to complete this registration within 2 weeks.
For more guidance, please email [email protected], with the subject line ‘DTR5 Registration’.
Update: 12 November 2020
We will be changing the way in which investors submit the Standard form for notification of major shareholdings (TR-1 Form) as required under the Disclosure Guidance and Transparency Rules Chapter 5 (DTR 5). This change will be introduced in Q1 2021 and we want to advise investors of the actions they need to take in preparation for the upcoming changes.
Please see further down this page for more information and updates.
DTR 5 includes rules designed to ensure appropriate levels of transparency around the ownership of companies whose shares are admitted to trading on UK regulated market such as the Main Market of the London Stock Exchange. The rules also apply to UK-incorporated companies trading on an exchange-regulated markets, such as the AIM Market.
They require shareholders and holders of financial instruments falling within DTR 5.3.1R(1) to disclose to the issuer and to us when their holding reaches or falls below a given threshold.
Several exemptions and thresholds apply to certain market participants, for instance custodians and market-makers.
If you are unsure about how a rule applies to a given set of circumstances, seek professional advice.
How to make a shareholder notification
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) 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. Figures should be rounded down to the next whole number.
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) should inform the issuer using the Standard form for notification of major holdings (TR-1) (DOC). For information on how to complete the Standard form, see our notes at the end of the form.
Investors in companies traded on a UK regulated market should also inform us at the same time by sending the completed Standard form to us by email to [email protected].
Indicative list of financial instruments subject to notification requirements
We are required to establish, publish and periodically update an indicative list of financial instruments that are subject to notification requirements by virtue of section 89F(1)(b)(iii) of FSMA and according to DTR 5.3.1R. We will review this list on an ad-hoc basis after taking into account developments on financial markets.
In Q1 2021 we will be changing how investors submit the Standard form for notification of major shareholdings (TR-1 Form) as required under the Disclosure Guidance and Transparency Rules Chapter 5 (DTR 5).
DTR 5 requires investors with holdings in shares or financial instruments with voting rights attached to notify us and the relevant issuer when certain thresholds are reached or crossed.
We’ve reviewed the notification process and are developing a new online portal, as part of the continued improvement of our services.
With the new process, you’ll need to complete an electronic TR-1 Form which will be available on the DTR 5 reporting element of our Electronic Submission System (ESS). After launching the new DTR 5 portal in Q1 2021, investors will no longer be allowed to send TR-1 Forms by email. Only notifications sent via our new portal will be considered for the purpose of monitoring compliance with the reporting requirements under DTR 5.
However, you can still email [email protected] if you’re submitting TR-2 Form notifications for market making exemption, and other exemptions available to certain investors under DTR 5.
Benefits of the new DTR 5 portal
The portal will provide an electronic submission platform for submitting TR-1 Forms to us.
It will include the ability to:
- complete and download an electronic TR-1 Form that can be also sent to the issuer of the relevant shares
- upload Excel files to report holdings in financial instruments
- access reference numbers on completion of submissions
- search and view your historical TR-1 Form submissions and amend or delete them
- create a ’My Notifications’ bookmark to view those notifications relevant to you
Registering for the new DTR 5 portal
If you’re an investor subject to notification obligations under DTR 5 (Position Holders), or a person reporting TR-1 Forms on behalf of Position Holders (Reporting Persons), you’ll need to complete a 2-step registration process so that you’re ready to send electronic TR-1 Forms as soon as we launch the portal:
- access ESS (Step 1)
- access the DTR 5 reporting system on ESS (Step 2)
The initial registration process will begin in late November and we’ll contact you if you’ve submitted notifications to us during the last 12 months, with detailed instructions on how to register. You will have 2 weeks to complete your registration.
If you don’t take part in the initial registration process, you will be able to register once the new system is live. However, Position Holders should remember that, under DTR 5.1.2, a TR-1 notification in relation to shares in a UK issuer admitted to trading on a regulated market must be submitted to us no later than 2 trading days after the date on which the threshold was crossed.
We therefore recommend that you register before you have a requirement to submit a TR-1 notification to avoid delay on submissions.
If you have any queries, please email [email protected], adding the subject line ‘DTR5 Registration’.
Voting rights and major shareholding disclosure
Under DTR 5.6, issuers are required to disclose to the public the total number of their voting rights and capital in respect of each class of share which they issue at the end of each calendar month during which an increase or decrease has occurred, unless the exemption available in DTR 5.11.4R applies.
Under DTR 5.8.12R, issuers are required to disclose to the public major shareholding notifications they receive from shareholders and holders of financial instruments falling within DTR 5.3.1R(1), unless the exemption available in DTR 5.11.4R applies.
Exemption for non-UK issuers
Under DTR 5.11.4 R, issuers whose registered office is in a third country with securities admitted to trading on a UK regulated market may be exempted from disclosure requirements in DTR 5.5.1R, DTR 5.6.1R and DTR 5.8.12R (2) if the FCA considers that the major shareholder regime in that third country is equivalent.
The FCA is satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a UK regulated market that are incorporated in any of these countries are exempt from the requirements in DTR 5.5.1R, DTR 5.6.1R and DTR 5.8.12R (2).
The rules require market-makers to notify the FCA in some circumstances. A notification can be made using the TR-2 form (DOC). The completed form should be emailed to [email protected], with the subject line 'Market maker notification' followed by the name of the relevant market maker.