DTR 5.3 Notification of voting rights arising from the holding of certain financial instruments

1. (1)

   1A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any financial instruments which they hold, directly or indirectly, which:

   1. (a)

      are qualifying financial instruments within DTR 5.3.2R; or

   2. (b)

      unless (2) or (2A) applies:3

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      1. (i)

         are referenced to the shares of an issuer, other than a non-UK issuer; and

      2. (ii)

         have similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2R.

2. (2)

   Paragraph (1)(b) does not apply to financial instruments held by a client-serving intermediary:

   1. (a)

      acting in a client-serving capacity; and

   2. (b)

      satisfying the conditions in (3) and the continuing obligations in (4).

3. (2A) 3

   Paragraph (1)(b) does not apply to:

   1. (a)

      financial instruments being nil-paid rights received from an issuer during a rights issue, but only if the person receiving those instruments does not, during the rights issue period, dispose of any of them, or acquire or dispose of a holding in a financial instrument within the scope of DTR 5 relating to the issuer; or

   2. (b)

      financial instruments being rights to apply for open offer shares, but only if the person receiving the offer:

      1. (i)

         chooses to purchase the full amount of shares offered to him in that open offer; and

      2. (ii)

         does not, during the open offer period acquire, or dispose of, a holding in a financial instrument within the scope of DTR 5 relating to the issuer making the open offer.

4. (3)

   For the purposes of (2) a client-serving intermediary is a person satisfying the following conditions:

   1. (a)
      1. (i)

         it is authorised by its Home State under MiFID or theCRD,4 or, subject to (iii), as a third country investment firm, to deal as principal, in a client-serving capacity, in financial instruments falling within (1)(b), and to carry on any relevant business connected to such dealing; or

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      2. (ii)
         1. (A)

            it is a person which would be an investment firm or credit institution if it carried on relevant business, and had its head office, in the EEA;

         2. (B)

            it is in the same group as a person in (a)(i); and

         3. (C)

            it has equivalent authorisation from its home state regulator to that set out in (a)(i); and

      3. (iii)

         references to a third country investment firm in (i) are limited to relevant business carried on by such firms which is subject to regulatory supervision under the laws of an EEA State;2

   2. (b)

      it has appropriate systems and controls in order to identify, distinguish between and monitor its client-serving dealings and interests and its proprietary trading dealing and interests;

   3. (c)

      when acting in a client-serving capacity it does not:

      1. (i)

         intervene, nor does it attempt to intervene, in;

      2. (ii)

         exert, nor purport to exert, influence on;

         the management of the issuer concerned;

   4. (d)
      1. (i)

         it has certified in writing to the FCA that it considers itself to qualify for client-serving intermediary status and that it satisfies the conditions in (a) to (c);

      2. (ii)

         for a person falling into (a)(ii)(A) a further certification in writing to the FCA of the matters in (d)(i) must have been made in relation to that person by the person in its group falling into (a)(i), and

      3. (iii)

         the certificates in (i) and (ii) must have been:

         1. (A)

            signed by a relevant person of at least director level; and

         2. (B)

            made and sent to the FCA in the preceding 12 month period.

5. (4)

   A client-serving intermediary must:

   1. (a)

      inform the FCA as soon as it becomes aware that it no longer satisfies the conditions in (3); and

   2. (b)

      provide the FCA, on request, with information relevant to its status or operation as a client-serving intermediary.

6. (5)

   For the purposes of (2) and (3), acting in a client-serving capacity means:

   1. (a)

      fulfilling orders received from clients otherwise than on a proprietary basis;

   2. (b)

      responding to a client's requests to trade otherwise than on a proprietary basis; or

   3. (c)

      hedging positions arising out of dealings in (a) or (b).

For the purposes of DTR 5.3.1 R (1)(a):

1. (1)

   transferable securities 1and options, futures, swaps, forward rate agreements and any other derivative contracts, as referred to in Section C of Annex 1 of MiFID, shall be considered to be qualifying financial instruments provided that they result in an entitlement to acquire, on the holder's own initiative alone, under a formal agreement, shares to which voting rights are attached, already issued of an issuer whose shares are admitted to trading on a regulated market or a UK prescribed market;1

2. (2)

   the 1 instrument holder must enjoy, on maturity, either the unconditional right to acquire the underlying shares or the discretion as to his right to acquire such shares or not;1

3. (3)

   a1 "formal agreement" means an agreement which is binding under applicable law.

The holder of qualifying financial instruments, and, to the extent relevant, financial instruments with similar economic effects, 1is required to aggregate and, if necessary, notify all such instruments as relate to the same underlying issuer.