Alerts
FCA Filings Update: Immediate Change to Filings of Large Shareholdings
22 March 2021
Effective 22 March 2021, notifications of large shareholdings under DTR 5 must be submitted to the FCA via its Electronic Submission System (“ESS”). The FCA has published a technical guide to reporting under DTR 5. To submit a notification, a person subject to the notification obligations under DTR 5 (Position Holder) and those submitting TR-1 Forms on its behalf (termed as Reporting Persons or Position Holder Individuals) must register with ESS. As a first step, the Position Holder must create an ESS account. Once approved, Reporting Persons and Position Holder Individuals will also need to register.
DTR 5 requires reporting of positions in UK-listed shares at 3% and each 1% thereafter. Asset managers can generally benefit from an exemption and report at 5%, 10% and each 1% above that. Reports on Form TR-1 must be submitted to the issuer (who will then make the notice public) and to the FCA. Both cash and derivative positions (e.g., on swap) are reportable.
Authored by Anna Maleva-Otto and Olivia Cork.
If you have any questions concerning this Alert, please contact your attorney at Schulte Roth & Zabel or one of the authors.
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