- UK FCA announced change to the way in which investors must submit the standard form for notification of major shareholdings (TR-1 form) under Disclosure Guidance and Transparency Rules Chapter 5 (DTR5); the change will be introduced in Q1 2021.
- FCA want to advise investors of actions they need to take in preparation for changes.
New DTR 5 Portal
- DTR 5 requires investors with holdings in shares or financial instruments with voting rights attached to notify the FCA and issuer when thresholds are reached or crossed.
- FCA has reviewed notification process and is working on a new portal for this purpose.
- The new process will involve the completion of an electronic TR-1 form available via the DTR 5 reporting element of the FCA’s Electronic Submission System (ESS).
- New DTR 5 portal will be launched in Q1 2021 and investors will no longer be allowed to send TR-1 forms via email; only notifications sent via new portal will be considered for purpose of monitoring compliance with the reporting requirements under DTR 5.
- Existing notification process requiring the submission of the TR-1 form via email to ourMajorshareholdings@fca.org.uk mailbox will stop when new portal is introduced.
- In readiness for this change, investors subject to notification obligations under DTR 5 (position holders) and persons reporting TR-1 forms on behalf of position holders (reporting persons) will need to complete a two-step registration process.
- Access ESS (step 1); and access the DTR 5 reporting system on ESS (step 2).
- This early registration process is being implemented to ensure investors are ready to send their electronic TR-1 forms as soon as the portal is launched.
- Registration process will begin in late November; FCA have issued a registration guide.
- Position holders and reporting persons will be allocated two-week timeslot to complete.
- In the meantime, investors should continue to submit their TR-1 form notifications via theMajorshareholdings@fca.org.uk mailbox.
- Position holders and their reporting persons who do not participate in the early registration process will have the opportunity to register once the new system is live.
- However, we would like to take this opportunity to remind position holders, with reporting obligations under DTR 5.1.2, that a TR-1 notification in relation to shares in a UK issuer admitted to trading on a regulated market, should be submitted to the FCA no later than two trading days after the date on which the threshold was crossed.
- We therefore recommend that you register before you have a requirement to submit a TR-1 notification to avoid delay on submissions.