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Shareholding Disclosure - UK
A summary of the UK’s shareholding disclosure rules
This is a summary from Rulefinder Shareholding Disclosure published on 4 March 2024.
Normally only available to subscribers (and those on a free trial), these handy two-page summaries are among our most-loved product features and are provided (in PDF format) for 100+ jurisdictions. They complement our full jurisdictional reports which include access to a detailed legal memorandum, legislation, forms, regulator guidance, two Threshold Apps, Horizon Scanning and Sanctions Tracking, all supported by daily monitoring and alerts.
Key considerations
Lowest initial long threshold: 1% (during a takeover offer).
Substantial shareholdings: Disclosure starts at 3%. Different rules apply to UK and non-UK incorporated issuers. Cash settled instruments with no ability to physically settle are caught.
Other long disclosures: In certain sensitive industries.
Short position disclosure: Starting at 0.2% of issued share capital.
Short selling
Restriction: Ban on naked short selling of shares. Covered short selling is permitted in prescribed ways.
Position disclosure: Disclose net short positions (NSPs) in shares, including synthetic positions e.g. via cash-settled derivatives.
Disclosure Thresholds:
0.2% and each 0.1% thereafter (0.3%, 0.4% etc) of issued share capital – private notification.
0.5% and each 0.1% thereafter of issued share capital – public disclosure.
Disclosure scope: NSPs in shares admitted to trading on a UK trading venue (regulated market or MTF), regardless of whether position is taken on a UK or non-UK venue.
Key exemptions: Shares whose principal trading venue is outside the UK (see FCA’s list). Market making activities. Stabilisation.
How to disclose: Calculate at midnight and notify by 15:30 on the following trading day. To FCA via ESS online portal (pre-registration required).
Separate restrictions apply to short selling of sovereign debt and sovereign CDS – refer to UK Short Selling Report and Memorandum.
Sensitive industries
Additional disclosures apply to equity holdings in issuers in certain industries, some of which require pre-acquisition approval. See below for starting thresholds. Only requirements based on a specified equity holding threshold are considered.
Banking & finance
Financial institutions carrying out regulated activities (e.g. banks, building societies, insurers, other – refer to Memorandum): 10% prior approval. Recognised Investment Exchanges: 20% prior approval. All apply to both foreign and domestic investors. See also FDI rules below.
Aviation, Rail, Defence, Media, Mining, Real Estate, Telecoms & UtilitiesNo relevant sector-specific investment restrictions on equity holdings of investors. See FDI rules below.
FDI 25% mandatory notification for prior approval. Applies to foreign investment in 17 sectors (refer to Memorandum for list of sectors).
Takeovers
Disclosure
Opening Position Disclosures and Dealing Disclosures required during the offer period by persons interested in 1% or more of any class of relevant securities of the target or any securities exchange bidder (a 1% holder).
Thresholds
Opening Position Disclosure required by a 1% holder. Dealing Disclosures required for any dealing in relevant securities by a 1% holder.
Scope
UK, Isle of Man or Channel Islands issuer with shares listed on a UK regulated market or MTF or on any stock exchange in the Channel Islands or the Isle of Man. Other resident companies may also be in scope – refer to Memorandum. There is a publicly available list of companies to which Rule 8 disclosures apply.
Holdings in bidder
Disclosure also applies to holdings/dealings in bidder in a securities exchange offer.
How to disclose
Opening Position Disclosures no later than 15:30 on the 10th business day after the commencement of the offer period or offeror identification.
Dealing Disclosures no later than 15:30 on the business day following the date of the dealing.
Publicly to Regulatory Information Service in typed electronic format. Private disclosures apply in certain circumstances – refer to Memorandum. To Panel only electronically Specimen forms are available and should be used.
Issuer requests
Disclosure
UK public companies can require disclosure of the nature of interests in its shares from anyone whom the company knows, or has reasonable cause to believe to be, or to have been (within a specified period), interested in those shares. It is mandatory to respond and criminal penalties may apply.
UBO
UK issuers not subject to DTR5 or listed on certain equivalent international markets can request Ultimate Beneficial Ownership information. It is a criminal offence not to respond. In some cases, holders must pro-actively disclose.
Find out how aosphere can help
Understand the rules for shareholding disclosure in 100+ jurisdictions including substantial shareholdings, short selling, sensitive industries, takeovers, and issuer requests. Options to integrate with rules engine providers for automated end-to-end solutions.
