1In this chapter:

1. (1)

   references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom;

   2
2. (2)

   references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market and whose Home State is the United Kingdom other than:

   1. (a)

      a public company within the meaning of section 43 of the Companies Act 20063; and

      33
   2. (b)

      a company which is otherwise incorporated in, and whose principal place of business is in, the UK;2

3. (3)

   references to "shares" are to shares which are:

   1. (a)

      already issued and carry rights to vote which are exercisable2 in all circumstances at general meetings of the issuer including shares (such as preference shares) which, following the exercise of an option for their conversion, event of default or otherwise, have become fully enfranchised for voting purposes; and

   2. (b)

      admitted to trading on a regulated or prescribed market;2

4. (4)

   an acquisition or disposal of shares is to be regarded as effective when the relevant transaction is executed unless the transaction provides for settlement to be subject to conditions which are beyond the control of the parties in which case the acquisition or disposal is to be regarded as effective on the settlement of the transaction;

5. (5)

   a stock-lending agreement which provides for the outright transfer of securities and which provides the lender with a right to call for re-delivery of the lent stock (or its equivalent) is not (as respects the lender) to be taken as involving a disposal of any shares which may be the subject of the stock loan; and

6. (6)

   for the purposes of calculating whether any percentage threshold is reached, exceeded or fallen below and in any resulting notification, the proportion of voting rights held shall if necessary be rounded down to the next whole number.

Subject to the exemption for certain third country issuers (DTR 5.11.6 R), a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within 2DTR 5.3.1 R2(or a combination of such holdings) if the percentage of those voting rights2:

1. (1)

   reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the basis of thresholds at 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%)2 as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1 R; or

   2
2. (2)

   reaches, exceeds or falls below an applicable threshold in (1) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the issuer in accordance with DTR 5.6.1 R;

and in the case of an issuer which is not incorporated in an EEA State2 a notification under (2) must be made on the basis of equivalent events and disclosed information.

[Note: articles 9(1) and 9(2) of the TD ]

Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:

1. (1)

   shares acquired for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction and ending at the close of the third trading day following the day of the execution of the transaction (irrespective of whether the transaction is conducted on-exchange);

2. (2)

   shares held by a custodian (or nominee) in its custodian (or nominee) capacity (whether operating from an establishment in the UK or elsewhere) provided such a person can only exercise the voting rights attached to such shares under instructions given in writing or by electronic means;

3. (3)

   shares held by a market maker acting in that capacity subject to the percentage of such shares not being equal to or in excess of 10% and subject to the market maker satisfying the criteria and complying with the conditions and operating requirements set out in DTR 5.1.4 R;

4. (4)

   shares held by a credit institution or investment firm provided that:

   1. (a)

      the shares are held within the trading book of the credit institution or investment firm;

   2. (b)

      the voting rights attached to such shares do not exceed 5%; and

   3. (c)

      the credit institution, or as the case may be investment firm, ensures that the voting rights attached to shares in the trading book are not exercised or otherwise used to intervene in the management of the issuer.

5. (5)

   shares held by a collateral taker under a collateral transaction which involves the outright transfer of securities provided the collateral taker does not declare any intention of exercising (and does not exercise) the voting rights attaching to such shares.

6. (6)

   shares acquired by a borrower under a stock lending agreement provided:

   1. (a)

      such shares (or equivalent stock) are on-lent or otherwise disposed of by the borrower by not later than close of business on the next trading day; and

   2. (b)

      the borrower does not declare any intention of exercising (and does not exercise) the voting rights attaching to the shares.

[Note: articles 9(4), 9(5), 9(6) and 10(c) of the TD ]

1. (1)

   References to a market maker are to a market maker which:

   1. (a)

      (subject to (3) below) is authorised by its Home State under MiFID;

   2. (b)

      does not intervene in the management of the issuer concerned; and

   3. (c)

      does not exert any influence on the issuer to buy such shares or back the share price.

   [Note: articles 9(5) and 9(6) of the TD]

2. (2)

   A market maker relying upon the exemption for shares held by it in that capacity must notify the competent authority of the Home Member State of the issuer, at the latest within the time limit provided for by DTR 5.8.3 R, that it conducts or intends to conduct market making activities on a particular issuer (and shall equally make such a notification if it ceases such activity).

   [Note: article 6(1) of the TD implementing Directive]

3. (3)

   References to a market maker also include a third country investment firm and a credit institution when acting as a market maker and which, in relation to that activity, is subject to regulatory supervision under the laws of a Member State.

1. (1)

   The following are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R except at the thresholds of 5% and 10% and above:

   1. (a)

      voting rights attaching to shares forming part of property belonging to another which that person lawfully manages under an agreement in, or evidenced in, writing;

   2. (b)

      voting rights attaching to shares which may be exercisable by a person in his capacity as the operator of:

      1. (i)

         an authorised unit trust scheme;

      2. (ii)

         a recognised scheme; or

      3. (iii)

         a UCITS scheme;

   3. (c)

      voting rights attaching to shares which may be exercisable by an ICVC;

   4. (d)

      voting rights attaching to shares which may be exercised by a category of investment entity which for this purpose is prescribed by the FSA.

2. (2)

   For the purposes of DTR 5.1.5 R (1)(a), a person ("A") may lawfully manage investments belonging to another if:

   1. (a)

      A can manage those investments in accordance with a Part IV permission;

   2. (b)

      A is an EEA firm other than one mentioned in sub-paragraphs (c) or (e) of paragraph 5 of Schedule 3 to the Act and can manage those investments in accordance with its EEA authorisation;

   3. (c)

      A can, in accordance with section 327 of the Act, manage those investments without contravening the prohibition contained in section 19 of the Act;

   4. (d)

      A can lawfully manage those investments in another EEA State and would, if he were to manage those investments in the UK, require a Part IV permission; or

   5. (e)

      A is a category of investment manager prescribed for this purpose by the FSA.

DTR 5.1.2 R and case (c) of DTR 5.2.1 R do not apply in respect of voting rights attaching to shares provided to or by a member of the European System of Central Banks in carrying out their functions as monetary authorities, including shares provided to or by any such member under a pledge or repurchase of similar agreement for liquidity granted for monetary policy purposes or within a payments system provided:

1. (1)

   this shall apply only for a short period following the provision of the shares; and

2. (2)

   the voting rights attached to the shares during this period are not exercised.

[Note: article 11 of the TD .]

1. (1)

   A person who is required to make a notification may, without affecting their responsibility, appoint another person to make the notification on his behalf.

2. (2)

   Where two or more persons are required to make a notification such persons may, without affecting their responsibility, arrange for a single notification to be made.

[Note: article 8(3) of the TD implementing Directive .]

1. (1)

   The parent undertaking of a management company shall not be required to aggregate its holdings with the holdings managed by the management company under the conditions laid down in the UCITS Directive, provided such management company exercises its voting rights independently from the parent undertaking.

2. (2)

   But the requirements for the aggregation of holdings applies if the parent undertaking, or another controlled undertaking of the parent undertaking, has invested in holdings managed by such management company and the management company has no discretion to exercise the voting rights attached to such holdings and may only exercise such voting rights under direct or indirect instructions from the parent or another controlled undertaking of the parent undertaking.

[Note: articles 12(4) of the TD ]

1. (1)

   The parent undertaking of an investment firm authorised under MiFID shall not be required to aggregate its holdings with the holdings which such investment firm manages on a client-by-client basis within the meaning of Article 4(1), point 9, of MiFID, provided that:

   1. (a)

      the investment firm is authorised to provide such portfolio management;

   2. (b)

      it may only exercise the voting rights attached to such shares under instructions given in writing or by electronic means or it ensures that individual portfolio management services are conducted independently of any other services under conditions equivalent to those provided for under the UCITS Directive by putting into place appropriate mechanisms; and

   3. (c)

      the investment firm exercises its voting rights independently from the parent undertaking.

2. (2)

   But the requirements for the aggregation of holdings applies if the parent undertaking, or another controlled undertaking of the parent undertaking, has invested in holdings managed by such investment firm and the investment firm has no discretion to exercise the voting rights attached to such holdings and may only exercise such voting rights under direct or indirect instructions from the parent or another controlled undertaking of the parent undertaking.

[Note: article 12(5) of the TD ]

For the purposes of the exemption to the aggregation of holdings provided in DTR 5.4.1 R or DTR 5.4.2 R, a parent undertaking of a management company or of an investment firm shall comply with the following conditions:

1. (1)

   it must not interfere by giving direct or indirect instructions or in any other way in the exercise of the voting rights held by the management company or investment firm; and

2. (2)

   that management company or investment firm must be free to exercise, independently of the parent undertaking, the voting rights attached to the assets it manages.

[Note: article 10(1) of the TD implementing Directive ]

A parent undertaking which wishes to make use of the exemption in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market must without delay, notify the following to the FSA:

1. (1)

   a list of the names of those management companies, investment firms or other entities, indicating the competent authorities that supervise them, but with no reference to the issuers concerned; and

2. (2)

   a statement that, in the case of each such management company or investment firm, the parent undertaking complies with the conditions laid down in1DTR 5.4.3 R.

The parent undertaking shall update the list referred to in paragraph (1) on an ongoing basis.

[Note: article 10(2) of the TD implementing Directive ]

Where the parent undertaking intends to benefit from the exemptions only in relation to the financial instruments referred to in Article 13 of the TD, it shall (in relation to financial instruments giving an entitlement to acquire shares which are admitted to trading on a regulated market) notify to the FSA only the list referred to in paragraph (1) of DTR 5.4.4 R.

[Note: article 10(3) of the TD implementing Directive ]

A parent undertaking of a management company or of an investment firm must in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market be able to demonstrate to the FSA on request that:

1. (1)

   the organisational structures of the parent undertaking and the management company or investment firm are such that the voting rights are exercised independently of the parent undertaking;

2. (2)

   the persons who decide how the voting rights are exercised act independently;

3. (3)

   if the parent undertaking is a client of its management company or investment firm or has a holding in the assets managed by the management company or investment firm, there is a clear written mandate for an arms-length customer relationship between the parent undertaking and the management company or investment firm.

The requirement in (1) shall imply as a minimum that the parent undertaking and the management company or investment firm must have established written policies and procedures reasonably designed to prevent the distribution of information between the parent undertaking and the management company or investment firm in relation to the exercise of voting rights.

[Note: article 10(4) of the TD implementing Directive ]

For the purposes of paragraph (1) of DTR 5.4.3 R direct instruction means any instruction given by the parent undertaking, or another controlled undertaking of the parent undertaking, specifying how the voting rights are to exercised by the management company or investment firm in particular cases.

Indirect instruction means any general or particular instruction, regardless of the form, given by the parent undertaking, or another controlled undertaking of the parent undertaking, that limits the discretion of the management company or investment firm in relation to the exercise of voting rights in order to serve specific business interests of the parent undertaking or another controlled undertaking of the parent undertaking.

[Note: article 10(5) of the TD implementing Directive ]

Undertakings whose registered office is in a third country which would have required authorisation in accordance with Article 5 (1) of the UCITS directive or with regard to portfolio management under point 4 of section A of Annex 1 to MiFID if it had its registered office or, only in the case of an investment firm, its head office within the Community, shall be exempted from aggregating holdings with the holdings of its parent undertaking under this rule provide that they comply with equivalent conditions of independence as management companies or investment firms.

[Article 23(6) TD ]

A third country shall be deemed to set conditions of independence equivalent to those set out in this rule where under the law of that country , a management company or investment firm is required to meet the following conditions:

1. (1)

   the management company or investment firm must be free in all situations to exercise, independently of its parent undertaking, the voting rights attached to the assets it manages;

2. (2)

   the management company or investment firm must disregard the interests of the parent undertaking or of any other controlled undertaking of the parent undertaking whenever conflicts of interest arise.

A parent undertaking of a third country undertaking must comply with the notification requirements in DTR 5.4.4 R (1) and DTR 5.4.5 R and in addition:

1. (1)

   must make a statement that in respect of each management company or investment firm concerned, the parent undertaking complies with the conditions of independence set down in DTR 5.4.10 R; and

2. (2)

   must1 be able to demonstrate to the FSA on request that the requirements of DTR 5.4.6 R are respected.

   [Note: article 23 of the TD implementing Directive]

   1

An issuer of shares must, if it acquires or disposes of its own shares, either itself or through a person acting in his own name but on the issuer's behalf, make public the percentage of voting rights attributable to those shares it holds as a result of the transaction as a whole,1 as soon as possible, but not later than four trading days following such acquisition or disposal where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the voting rights.

The percentage shall be calculated on the basis of the total number of shares to which voting rights are attached.

[Note: article 14 of the TD ].

An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:

1. (1)

   the total number of voting rights and capital in respect of each class of share which it issues.

   [Note: article 15 of the TD]; and

2. (2)

   the total number of voting rights attaching to shares of the issuer which are held by it in treasury.

Responsibility for all information drawn up and made public in accordance with DTR 5.6.1 R lies with the issuer.

A person making a notification in accordance with DTR 5.1.2 R must do so by reference to each of the following:

1. (1)

   the aggregate of all voting rights which the person holds as shareholder and as the direct or indirect holder of financial instruments;

2. (2)

   the aggregate of all voting rights held as direct or indirect shareholder (disregarding for this purpose holdings of financial instruments); and

3. (3)

   the aggregate of all direct and indirect holdings of financial instruments.

A notification given in accordance with DTR 5.1.2 R shall include the following information:

1. (1)

   the resulting situation in terms of voting rights;

2. (2)

   the chain of controlled undertakings through which voting rights are effectively held, if applicable;

3. (3)

   the date on which the threshold was reached or crossed; and

4. (4)

   the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights under the conditions laid down in DTR 5.2.1 R and of the person entitled to exercise voting rights on behalf of that shareholder.

1. (1)

   A notification required of voting rights arising from the holding of financial instruments must include the following information:

   1. (a)

      the resulting situation in terms of voting rights;

   2. (b)

      if applicable, the chain of controlled undertakings through which financial instruments are effectively held;

   3. (c)

      the date on which the threshold was reached or crossed;

   4. (d)

      for instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable

   5. (e)

      date of maturity or expiration of the instrument;

   6. (f)

      identity of the holder; and

   7. (g)

      name of the underlying issuer.

2. (2)

   The notification must be made to the issuer of each of the underlying shares to which the financial instrument relates and, in the case of shares admitted to trading on a regulated market, to each competent authority of the Home States of such issuers.

3. (3)

   If a financial instrument relates to more than one underlying share, a separate notification shall be made to each issuer of the underlying shares.

[Note: articles 11(3), (4) and (5) of the TD implementing Directive ]

The notification to the issuer shall be effected as soon as possible, but not later than four trading days in the case of a non-UK issuer and two trading days in all other cases, the first of which shall be the day after the date on which the relevant person:

1. (1)

   learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or

2. (2)

   is informed about the event mentioned in DTR 5.1.2 R (2).

And for the purposes of (1) above a person shall, in relation to a transaction to which he is a party or which he has instructed, be deemed to have knowledge of the acquisition, disposal or possibility to exercise voting rights no later than two trading days following the transaction in question and where a transaction is conditional upon the approval by public authorities of the transaction or on a future uncertain event the occurrence of which is outside the control of the parties to the agreement, the parties are deemed to have knowledge of the acquisition, disposal or possibility of exercising voting rights only when the relevant approvals are obtained or when the event happens.

[Note: articles 12(1), and 12(2) of the TD and article 9 of the TD implementing Directive ]

1. (1)

   The notification obligation following transactions of a kind mentioned in DTR 5.2.1 R are individual obligations incumbent upon each direct shareholder or indirect shareholder mentioned in DTR 5.2.1 R or both if the proportion of voting rights held by each party reaches, exceeds or falls below an applicable threshold.

2. (2)

   In the circumstances in DTR 5.2.1 R Case (h) if a shareholder gives the proxy in relation to one shareholder meeting, notification may be made by means of a single notification when the proxy is given provided it is made clear in the notification what the resulting situation in terms of voting rights will be when the proxy may no longer exercise the voting rights discretion.

3. (3)

   If in the circumstances in DTR 5.2.1 R Case (h) the proxy holder receives one or several proxies in relation to one shareholder meeting, notification may be made by means of a single notification on or after the deadline for receiving proxies provided that it is made clear in the notification what the resulting situation in terms if voting rights will be when the proxy may no longer exercise the voting rights at its discretion.

4. (4)

   When the duty to make notification lies with more than one person, notification may be made by means of a single common notification but this does not release any of those persons from their responsibilities in relation to the notification.

[Note: article 8 of the TD implementing Directive ]

An undertaking is not required to make a notification if instead it is made by its parent undertaking or, where the parent undertaking is itself a controlled undertaking, by its own parent undertaking.

[Note: article 12(3) of the TD ]

Voting rights must be calculated on the basis of all the shares to which voting rights are attached even if the exercise of such rights is suspended and shall be given in respect of all shares to which voting rights are attached.

[Note: article 9(1) of the TD ]

The number of voting rights to be considered when calculating whether a threshold is reached, exceeded or fallen below is the number of voting rights in existence according to the issuer's most recent disclosure made in accordance with DTR 5.6.1 R but disregarding voting rights attached to any treasury shares held by the issuer (in accordance with the issuer's most recent disclosure of such holdings).

[[Note: article 9(2) of the TD and article 11(3) of the TD implementing Directive]

A notification in relation to shares admitted to trading on a regulated market, must be made using the form TR1 available in electronic format at the FSA's website at www.fsa.gov.uk.

In determining whether a notification is required a person's net (direct or indirect) holding in a share (and of relevant financial instruments) 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).

1. (1)

   An issuer not falling within (2) must, in relation to shares admitted to trading on a regulated market, on receipt of a notification as soon as possible and in any event by not later than the end of the trading day following receipt of the notification make public all of the information contained in the notification.

2. (2)

   A non-UK issuer and any other issuers whose shares are admitted to trading on a prescribed (but not a regulated) market must, on receipt of a notification, as soon as possible and in any event by not later than the end of the third trading day following receipt of the notification, make public all of the information contained in the notification.

1. (1)

   A person making a notification to an issuer to which this chapter applies must, if the notification relates to shares admitted to trading on a regulated market, at the same time file a copy of such notification with the FSA.

2. (2)

   The information to be filed with the FSA must include a contact address of the person making the notification (but such details must be in a separate annex and not included on the form which is sent to the issuer).

[Note: article 19(3) of the TD ]

Information filed with the FSA for the purposes of the chapter must be filed using electronic means.

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.

[Note: article 19 of the TD implementing Directive ]

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:

1. (1)

   if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this the maximum threshold of 5% of the voting rights is reached or crossed;

2. (2)

   if the issuer is allowed to hold up to maximum of between 5% and 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the non-EEA state whenever this maximum threshold and or the 5% threshold of the voting rights are reached or crossed;

3. (3)

   if the issuer is allowed to hold more than 10% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the non-EEA state whenever the 5% or 10% thresholds of the voting rights are reached or crossed. Notification above the 10% threshold is not required for this purpose.

[Note: article 20 of the TD implementing Directive ]

An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the non-EEA State to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.

[Note: article 21 of the TD implementing Directive ]

An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the corresponding obligation in this chapter.

The notification requirements in DTR 5.1.2 R do not apply to a person in respect of the shares of an issuer which has its registered office in a non-EEA State whose laws have been considered equivalent for the purposes of article 23 of the TD.