Continuing obligations—vote holder and issuer notification rules (DTR 5)

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Continuing obligations—vote holder and issuer notification rules (DTR 5)
  • Summary
  • Issuer scope
  • AIM companies
  • Vote holder notification thresholds
  • Notifiable interests
  • Voting rights held as a shareholder
  • Indirect shareholders
  • Voting rights held as holder of financial instruments
  • Aggregation of holdings
  • More...

Continuing obligations—vote holder and issuer notification rules (DTR 5)

This Practice Note focuses on the notification obligations of holders of voting rights in an issuer in relation to shares admitted to trading on a UK regulated market or a prescribed market where their holdings reach, exceed or fall below a specific threshold as set out in DTR 5 of the Disclosure Guidance and Transparency Rules (DTR). It also looks at the related notification obligations on issuers of such shares. Interests in voting rights can be held by a person as a shareholder and/or through a direct or indirect holding of certain financial instruments.

For details of the notification obligations relating to transactions by a person discharging managerial responsibilities, see Practice Note: Continuing obligations—transactions by a person discharging managerial responsibilities (UK Market Abuse Regulation and DTR 3).

Summary

DTR 5 sets out requirements for the disclosure of major voting rights arising from holdings of shares by investors. These requirements originally derive from provisions in the EU Transparency Directive as amended by the EU Transparency Directive Amending Directive. The EU Transparency Directive provisions, when they were implemented, replaced provisions in the old Companies Act 1985 on disclosure of interests in shares.

In summary, DTR 5 requires a person who controls the exercise of voting rights attached to shares in an issuer to:

  1. notify the issuer of certain changes to major holdings

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