The recent edition of the FCA's Primary Market Bulletin (PMB 33) published on 29 March 2021 contains some helpful information on the new portal for submitting major shareholdings notifications (TR-1 Form) which went live on 22 March 2021.
This is relevant to companies with shares admitted to listing (Premium and Standard segments) and to companies with shares admitted to trading on AIM. DTR 5 (Vote Holder and Issuer Notification Rules) applies to an issuer whose shares are admitted to trading on a regulated market and to an issuer whose shares are admitted to trading on a prescribed market (which includes AIM).
What's the new process?
PMB 33 notes that under the new process, holders and persons reporting on their behalf will be required to complete a two-step registration to gain access to the FCA's Electronic Submission System (ESS) and the new "Major shareholding" reporting section within that system. To submit notifications to the FCA, holders must complete an electronic TR-1 Form. This is available on the "Major shareholding" reporting section of ESS.
Can we still submit completed TR-1 Forms by email?
No. TR-1 Forms are not accepted by email. The FCA will only consider notifications sent via the new portal for the purpose of monitoring compliance with the reporting requirements under DTR 5.
What about submitting TR-2 Forms by email?
Notifications for the market making exemption (TR-2 Form) can still be submitted by email to firstname.lastname@example.org
What are the benefits of the new system?
In the FCA's view, the new online portal is a more efficient way to give the FCA information on holdings of voting rights in issuers. It will also give holders and their reporting persons the ability to:
- search the system by ISIN and issuer name
- complete and download an electronic TR-1 Form, that can be also sent to the issuer of the relevant shares for publication via a regulatory announcement
- upload CSV files to report holdings of voting rights held via financial instruments
- access reference numbers on completion of submissions
- search and view historical TR-1 Form submissions and amend them at any time
- create a "My Notifications" bookmark to view the notifications relevant to holders and persons reporting on their behalf
PMB 33 is available at https://www.fca.org.uk/publications/newsletters/primary-market-bulletin-33