Shareholding disclosure (flagging)

Awilco Drilling PLC is a UK (England and Wales registered) company and its shareholders are obliged to follow the rules set by the UK Financial Services Authority (FSA) in relation to disclosure of major shareholdings. In short, this means that a major shareholder is to disclose its shareholding according to the rules in the FSA Handbook and report it to the UK Listing Authorities as well as Oslo Stock Exchange. A shareholder needing help with the distribution of a shareholding disclosure can contact the Oslo Stock Exchange.

 

The UK Listing Authority describes the process of how to submit an investor notification as follows:

Under the FSA Disclosure and Transparency Rules (DTRs) shareholders and holders of Contracts for Difference (CFDs) can sometimes incur notification requirements.

The DTRs include rules designed to ensure appropriate levels of transparency around the ownership of companies whose shares are admitted to trading on a regulated markets such as the Main Market of the London Stock Exchange.  The rules also apply to UK incorporated companies trading on an exchange-regulated markets, such as Plus Quoted or the Alternative Investment Market (AIM).

They require shareholders and holders of certain financial instruments relating to the shares to disclose to the issuer and the FSA when their holding reaches or falls below a given threshold.

There are a number of exemptions and revised thresholds for certain market participants, for instance custodians, and market-makers.

The relevant rules are in Chapter 5 of the Disclosure & Transparency Rules (DTRs).

If there is any doubt about the application of a rule to a given set of circumstances, professional advice should be sought in the first instance.

How to make a shareholder notification

Shareholders and holders of CFDs  must determine their holding no later than midnight on the day of trade. To calculate the proportion of shares they should use the total number of voting rights according to the issuer's most recent disclosure. NB: figures should be rounded down to the next whole number.

Shareholders and holders of CFDs should inform the issuer using the TR-1 major shareholdings notifications form.   

Investors in companies traded on a regulated market should also inform the FSA at the same time by sending the completed TR-1 form via email (majorshareholdings@fsa.gov.uk) or fax (020 7066 0050).

For information on completing the TR-1 form see our Notes on Form TR1.  

Major Shareholding Rules (DTR 5) Exemption

On examination the FSA is satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a regulated market in the UK that are incorporated in any of these countries will be exempt from the requirements under DTR 5.

  • USA
  • Japan
  • Israel
  • Switzerland

Market-maker notifications

The rules require market-makers to notify the FSA in some circumstances. A notification can be made using the TR-2 form. The completed form should be emailed to majorshareholdings@fsa.gov.uk, with the subject line 'Market maker notification' followed by the name of the relevant market maker.