Notes
i Please note this form should be read jointly with the
applicable Disclosure Guidance and Transparency Rules Chapter 5
(DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
iiFull name of the legal
entity and further specification of the issuer or underlying
issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity). Indicate in the relevant section whether
the issuer is a non UK issuer.
iiiOther reason for the
notification could be voluntary notifications, changes of
attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
ivThis should be the full
name of (a) the shareholder; (b) the natural person or legal entity
acquiring, disposing of or exercising voting rights in the cases
provided for in DTR5.2.1 (b) to (h); (c) all parties to the
agreement referred to in DTR5.2.1 (a) or (d) the holder of
financial instruments referred to in DTR5.3.1.
As the disclosure of cases of acting in concert may
vary due to the specific circumstances (e.g. same or different
total positions of the parties, entering or exiting of acting in
concert by a single party) the standard form does not provide for a
specific method how to notify cases of acting in concert.
In relation to the transactions referred to in
DTR5.2.1 (b) to (h), the following list is provided as indication
of the persons who should be mentioned:
- in the circumstances
foreseen in DTR5.2.1 (b), the natural person or legal entity that
acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting
rights;
- in the circumstances
foreseen in DTR5.2.1 (c), the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in DTR5.2.1 (d), the natural
person or legal entity who has a life interest in shares if that
person or entity is entitled to exercise the voting rights attached
to the shares and the natural person or legal entity who is
disposing of the voting rights when the life interest is
created;
- in the circumstances
foreseen in DTR5.2.1 (e), the controlling natural person or legal
entity and, provided it has a notification duty at an individual
level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a
combination of any of those situations, the controlled
undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), the deposit
taker of the shares, if he can exercise the voting rights attached
to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the
voting rights at his discretion;
- in the circumstances
foreseen in DTR5.2.1 (g), the natural person or legal entity that
controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), the proxy
holder, if he can exercise the voting rights at his discre- tion,
and the shareholder who has given his proxy to the proxy holder
allowing the latter to exercise the voting rights at his discretion
(e.g. management companies).
vApplicable in the cases
provided for in DTR5.2.1 (b) to (h). This should be the full name
of the shareholder who is the counterparty to the natural person or
legal entity referred to DTR5.2 unless the percentage of voting
rights held by the shareholder is lower than the lowest notifiable
threshold for the disclosure of voting rights holdings in
accordance with national practices (e.g. identification of funds
managed by management companies).
viThe date on which threshold
is crossed or reached should be the date on which the acquisition
or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the
corporate event took effect.
viiThe total number of voting
rights held in the issuer shall be composed of all the shares,
including depository receipts representing shares, to which voting
rights are attached even if the exercise thereof is suspended.
viiiIf the holding has fallen
below the lowest applicable threshold, please note that it might
not be necessary to disclose the extent of the holding, only that
the new holding is below that threshold.
ixIn case of combined
holdings of shares with voting rights attached "direct holding" and
voting rights "indirect holding", please split the voting rights
number and percentage into the direct and indirect columns - if
there is no combined holdings, please leave the relevant box
blank.
xDate of maturity/expiration
of the financial instrument i.e. the date when right to acquire
shares ends.
xiIf the financial instrument
has such a period - please specify this period - for example once
every 3 months starting from [date].
xiiIn case of cash settled
instruments the number and percentages of voting rights is to be
presented on a delta-adjusted basis (DTR 5.3.3.A).
xiiiIf the person subject to
the notification obligation is either controlled and/or does
control another undertaking then the second option applies.
xivThe full chain of
controlled undertakings starting with the ultimate controlling
natural person or legal entity has to be presented also in the
cases, in which only on subsidiary level a threshold is crossed or
reached and the subsidiary undertaking discloses the notification
as only in this way will the markets get always the full picture of
the group holdings. In case of multiple chains through which the
voting rights and/or financial instruments are effectively held the
chains have to be presented chain by chain by numbering each chain
accordingly. Please see the below example:
Name of ultimate controlling person A (chain
1)
Name of controlled undertaking B Name of controlled
undertaking C
Name of ultimate controlling person A (chain
2)
Name of controlled undertaking B Name of controlled
undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E Name of controlled
undertaking F
xvThe names of controlled
undertakings through which the voting rights and/or financial
instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach
the lowest applicable threshold themselves.
xviExample: Correction of a
previous notification.