There are several transparency rules under Disclosure Guidance and Transparency Rules Chapter 5 (DTR 5). Find out more about how to make a shareholding notification and certain exemptions.
Update: 6 September 2021
CSV file available in Section 9 of the TR-1 Form notification on ESS – Now implemented
From Monday 6 September 2021, some minor changes have been introduced to Section 9.2 of the TR-1 Form notification available on the FCA’s Electronic Submission System (ESS). Reporting persons are now able to upload a CSV file with details of their ultimate controlling persons and controlled undertakings through which voting rights are held. The current manually populated option for this section remains and now includes data validation with respect to ultimate controlling persons. This means that when reporting chains of controlled undertakings submitters must provide both the name of ultimate controlling persons and controlled undertakings in each chain. This will help standardise the data reported to us via the manually populated option or the CSV file upload facility.
Submitters who regularly report ultimate controlling persons and controlled undertakings in Section 9.2 of their TR-1 Forms, must follow the instructions to complete Section 9.2 as required in the user’s guide. For further assistance, please email [email protected].
Update: 22 March 2021
Major Shareholdings Notification Portal now operational
From Monday 22 March 2021, all TR-1 notifications in relation to voting rights held in an issuer admitted to trading on a UK regulated market, must be submitted to the FCA via the major shareholdings notification portal via the FCA’s Electronic Submission System (ESS). For more guidance on the registration and submission process, please refer to our user’s guide. If further assistance is required please email [email protected], with the subject line ‘DTR5 Registration and Submission’.
If you are not registered to use the portal, please follow the instructions detailed in the section entitled Register to submit a notification to the FCA.
About DTR 5
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.
DTR 5[1] includes rules designed to ensure appropriate levels of transparency around the ownership of companies whose shares are admitted to trading on a UK regulated market such as the Main Market of the London Stock Exchange.
They require shareholders and holders of financial instruments falling within DTR 5.3.1R(1) to notify the issuer and the FCA when their holding reaches, exceeds or falls below a given threshold.
The rules also apply to UK-incorporated companies whose shares are admitted to trading on an prescribed market, such as the AIM Market and Aquis Growth Market. They require shareholders and holders of financial instruments falling within DTR 5.3.1R(1) to notify the issuer when their holding reaches, exceeds or falls below a given threshold.
In determining whether a notification is required, a person’s net holding 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). To calculate the proportion of voting rights shareholders and holders of financial instruments falling within DTR 5.3.1R(1) 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.
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.
Register to submit a notification to the FCA
To be able to submit a notification to us, a person subject to notification obligations under DTR 5 (Position Holders firm or individual) and persons reporting TR-1 Forms on behalf of Position Holders (Reporting Persons) must be registered with us through our Electronic Submission System (ESS). You must complete a 2-step registration process on ESS before you are able to send electronic TR-1 Forms to us.
Firstly, you will need to create a personal ESS account[2] (Step 1) before you are able to submit a DTR 5 registration form (Step 2).
Once your ESS account has been approved, you will need to submit one of the following Position Holder registration types:
- Registration for Existing Position Holder – This registration type is to register yourself as a reporting person for a firm/individual that is already registered
- Registration for New Position Holder Firm – This registration type is to register yourself as a reporting person for a position holder firm that has not been registered before.
- Registration for New Position Holder Individual – This registration type is to register yourself as a position holder individual or as a reporting person for an individual that has not been registered before.
For all the above registration types, you will need to upload an authorisation document on the ESS portal. The authorisation document should be any letter, power of attorney or email from the position holder authorising you to report notifications on behalf of the firm/individual. You will not need an authorisation document if you are registering yourself as a Position Holder Individual.
Once we have accepted your registration, we will send you an acceptance email in addition to being given permission to the DTR 5 notification submissions on ESS.
If there is more than one reporting person for a position holder, each reporting person must complete the registration process.
If multiple position holders (whether firms or individuals) are submitting together a major shareholding notification, at least one of them will be required to register on ESS (i.e.: If Mr and Mrs Smith report their combined holdings together, at least Mr Smith or Mrs Smith should be registered with us. If company A, B, C and D within a group are position holders reporting their combined holdings together, one of them is required to be registered on ESS, the others can be named as ‘other persons subject to notification requirements’ in the Standard Form)
Access the FCA’s Electronic Submission System (ESS)[2]
You should register to use ESS before you have a requirement to submit a TR-1 notification so as to avoid delay on submissions. Read full instructions and necessary system links[3] on how to complete the registration process.
Guidance on how to make a submission can be accessed through the ESS – Major Shareholdings Notification Guide accessible via the Regulatory Disclosure Box at the side of this page.
You can also access a series of short video guides as shown below.
Position Holders should remember that according to DTR 5.9.1R and DTR 5.8.3R, the timeframe to submit TR-1 Form notifications to us in relation to issuers admitted to trading on a UK regulated market is limited. We therefore recommend that you register before you have a requirement to submit a TR-1 notification to avoid delay on submissions.
Indicative list of financial instruments subject to notification requirements
We are required to establish, publish and periodically update an indicative list of financial instruments[11] that are subject to notification requirements by virtue of section 89F(1)(b)(iii) of the Financial Services and Markets Act 2000 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.
Exemption for non-UK issuers
Under DTR 5.11.4R, 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 law of the third country in question is equivalent or if the issuer complies with requirements of the law of a third country that the FCA considers as 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).
- USA
- Japan
- Israel
- Switzerland
Submission of market-maker notifications and other exemptions to the FCA
The rules require market-makers to notify the FCA in certain circumstances. A notification can be made using the TR-2 form[12] (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.
Other exemptions available to certain investors under DTR 5 should be sent to us via email to [email protected].
