Effective 22 March 2021, notifications of large shareholdings under DTR 5 must be submitted to the FCA via its Electronic Submission System (“ESS”). The FCA has published a technical guide to reporting under DTR 5. To submit a notification, a person subject to the notification obligations under DTR 5 (Position Holder) and those submitting TR-1 Forms on its behalf (termed as Reporting Persons or Position Holder Individuals) must register with ESS. As a first step, the Position Holder must create an ESS account. Once approved, Reporting Persons and Position Holder Individuals will also need to register.
DTR 5 requires reporting of positions in UK-listed shares at 3% and each 1% thereafter. Asset managers can generally benefit from an exemption and report at 5%, 10% and each 1% above that. Reports on Form TR-1 must be submitted to the issuer (who will then make the notice public) and to the FCA. Both cash and derivative positions (e.g., on swap) are reportable.
