Download Guidance for Completing TR1 Form: Disclosure of Holdings and Voting Rights and more Lecture notes Finance in PDF only on Docsity!
Notes to TR1 Form
This form is to be sent to the issuer or underlying issuer and to be filed with the competent authority.
ii Either the full name of the legal entity or another method for identifying the issuer or underlying issuer provided it is reliable and accurate.
iii This should be the full name of (a) the shareholder; (b) the person acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, or the direct or indirect holder of financial instruments having a similar economic effect to qualifying financial instruments, as appropriate.
In relation to the transactions referred to in points 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 person 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 DTR 5.2.1 (c), the person holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and person lodging the collateral under these conditions;
in the circumstances foreseen in DTR5.2.1(d), the person who has a life interest in shares if that person is entitled to exercise the voting rights attached to the shares and the person who is disposing of the voting rights when the life interest is created;
in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking 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 person that controls the voting rights;
Updated April 2013 2
in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion.
iv Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should be the full name of the shareholder or holder of financial instruments who is the counterparty to the natural person or legal entity referred to in DTR5.2.
v The date of the transaction should normally be, in the case of an on exchange transaction, the date on which the matching of orders occurs; in the case of an off exchange transaction, the date of entering into an agreement.
The date on which a threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect (see DTR 5.1.1R (3)). For passive crossings, the date when the corporate event took effect.
In the case of financial instruments with a similar economic effect to qualifying financial instruments, the date on which a threshold is reached or crossed is the date of entering into the agreement. In the case of reaching or crossing a threshold passively as a result of a change in a delta adjusted holding or due to a change in the total voting rights of the issuer, the date should be that when the delta adjustment occurs or the total voting rights change rather than the date at which the agreement was entered into.
vi Please refer to the situation disclosed in the previous notification, In case the situation prior to the triggering transaction was below 3%, please state ‘below 3%’.
vii If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is less than 3%.
viii Direct and Indirect
ix In case of combined holdings of shares with voting rights attached ‘direct holding’ and voting rights ‘indirect holdings’, 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.
x If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
xi Voting rights attached to shares in respect of which the notifying party is a direct shareholder (DTR 5.1)
xii Voting rights held by the notifying party as an indirect shareholder (DTR 5.2.1)
xiii date of maturity / expiration of the financial instrument i.e. the date when the right to acquire shares ends.
xiv If the financial instrument has such a period-please specify the period- for example once every three months starting from the [date]
xv In case of notifying the aggregate of all voting rights deemed to be held as a result of holdings of instruments having a similar economic effect to (but not including) qualifying
