Newsletter for primary market participants.
July 2026 / No. 64.
In this edition, we cover:
- The findings from our follow-up review of total voting rights (TVR) disclosures.
- Our observations on notifications made by issuers under UKLR 7.3 on significant transactions.
Review of total voting rights
This chapter sets out our findings from the 2025 follow-up review of total voting rights (TVR) disclosures, explains the rules that apply to issuers, and highlights what issuers should do to meet their obligations clearly.
Background: what TVR disclosures are and why they matter
Total voting rights (TVR) disclosures are a source of transparency for the market.
They set out the total number of voting rights. This allows shareholders and the wider market to understand the total number of voting rights against which holdings are measured at a given point in time.
In turn, this enables investors to:
- Determine whether regulatory notification thresholds have been crossed, triggering disclosure of significant shareholdings.
- Identify potential shifts in influence or control.
Our 2025 review
As we continue to prioritise transparency in the market, we conducted a short review in 2025 to test the functioning of the notification regime.
This was a follow-up to our 2020 review of TVR disclosures (PMB 33).
The objective was to assess whether clarity of TVR disclosures had improved since our earlier review.
Rules that apply to total voting rights
The applicable rules and guidance related to our review are in:
- DTR 5 (Vote Holder and Issuer Notification Rules).
- DTR 6 (Continuing obligations and access to information).
- Annex of DTR 8 (Primary Information Providers).
DTR 5 imposes obligations on issuers whose shares are admitted to trading on:
- A regulated market (such as the LSE Main Market).
- A prescribed market (such as LSE AIM or the AQSE Growth Market), and who are incorporated in and having a principal place of business in the United Kingdom in relation to the disclosure of total voting rights.
DTR 6 imposes obligations on issuers whose shares are admitted to trading on a regulated market only.
Our methodology
Our sample was randomly selected from a population of issuers of securities in scope for both DTR 5 and DTR 6 that met both the following criteria:
- They had increased or decreased their share capital between their 2022/23 and 2023/24 financial reporting periods.
- They did not use the ‘Total Voting Rights’ categorisation, as typically required by DTR 6.3.7R in any filings to the National Storage Mechanism (NSM).
We reviewed around two-thirds of the population of issuers in scope of all applicable rules.
We only reviewed issuers of shares admitted to a regulated market as they are in scope of the obligations in DTR 6.
Outcome of the review
Our sample showed that most issuers included information relevant to TVR or share capital, in some form. While this may superficially suggest that overall compliance is good, we remain concerned that some disclosures lacked clarity.
A minority of our sample included relevant share capital information – such as the total number of shares in issue within their disclosure – but contained neither:
- A subsection for TVR.
- Any direct mention of the total number of voting rights.
These omissions are potentially problematic. Shareholders may use these figures as a denominator when calculating respective shareholdings. Many issuers already use clear TVR subsections or the phrase, ‘total voting rights’ to clearly signpost relevant TVR figures. The TVR figure should be clear from the content of the disclosure.
Disclosures from the minority we identified did not provide enough clarity and may not satisfy the requirements of DTR 5.6.1 R.
Looking more broadly beyond our sample, a large minority of those issuers that had changed their share capital in the review period, did not categorise the relevant disclosure as ‘Total Voting Rights’ when uploading to the NSM. At the time of the review, the DTRs required issuers to use the appropriate headline code and category for each disclosure.
Changes following PS24/19
Several policy changes were implemented on 3 November 2025, following PS24/19. These changes came into force after the period covered by our review.
Notably, DTR 6.2.2B R was removed. This rule had required issuers to notify the FCA about all relevant classes and sub-classes of regulated information where more than one classification was applicable.
Issuers now need to select only a headline category per disclosure when submitting to the NSM.
Issuers can no longer select (sub)classes when notifying the FCA.
Where TVR information is part of a broader disclosure, issuers may use a headline category other than ‘Total Voting Rights’ to reflect the main subject of the disclosure.
As issuers must file the information contained in their disclosures with the FCA under DTR 6.2.2R, disclosures that explicitly refer to ‘total voting rights’ remain searchable on the NSM via keyword search.
References to findings in this review relate to the requirements as they apply under the current rules.
What issuers should do
Based on our findings, we highlight the following for issuers.
Confirm TVR figures clearly
Issuers should ensure disclosures specifically confirm TVR figures in accordance with DTR 5.6.1 R, particularly where these figures are included within a wider announcement.
Our review found that, in such cases, it can be harder for shareholders to identify where the denominator has changed for the purposes of calculating percentage voting rights.
Use the correct headline classification where possible
For disclosures that confirm TVR figures, issuers should select, where possible, the applicable headline information classification of regulated information as ‘Total Voting Rights’ in accordance with DTR 6.2.2A R, and DTR 8 Annex 2R.
Use explicit language when TVR is part of a broader disclosure
Where total voting rights information is included within broader disclosures, issuers may use a headline other than ‘Total Voting Rights’ to reflect the main subject.
Provided the disclosure expressly refers to ‘total voting rights’, the information can still be easily located via a keyword search on the NSM, including where the notification is made under DTR 6.2.2 R.