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Thanks guys. Not sure I’m much clearer lol, but great chat and fantastic knowledge.
Cheers.
When they are no longer directors they no longer report as directors but as significant holders. It is an obligation to inform the company if you sell/buy as a significant holder. The company does not know the underlying make up of a nominee holding unless they request that information which they are permitted to do. Not all individuals do it.
On the Kissei side, I don’t know how they acquire / register. Will have a dig around.
Sorry Mars, I wasn’t clear.
Went Leverett reversed into Nuformixplc, some of the directors (who subsequently stepped down, so not nfx directors) placed their new shares in nominee accounts. We know since then they have crossed thresholds just through changes in total shares in issue, but there has been no declaration from those individuals.
Any main board director of any listed company has to report every transaction irrespective of size. If they are directors of subsidiaries and not the plc that rule does not apply.
In reality his shares could be part of any of the larger nominees. Anyone know how Kissei register their investments as they like to have an interest in small partners?
It also reflects the fact that some of the Leverett directors had their shareholding in nominee accounts and have not had to declare threshold changes, despite these happening.
Agree Mars, that was the point I was trying to make.
Soup I understand what you say my own view on DTs shares is that if he sold to below 3% we would have received another TR1, that did not come. Therefore he still has a significant holding. If this is the case he would appear on the list of holders above 3% unless registered in another name, conclusion he is now registered in an nominee. For a private individual it is rare to have your own named account.
If I was a gambling person I would say the following holding may be DTs
HSDL Nominees Limited 37,756,993 7.70%
I hear what you say Mars and as I mentioned the first issue is we don’t know whether DT or CPI have transferred their holdings, it’s just an assumption.
You are indeed correct re. Director reporting vs. Non director reporting. This moves him from reporting every sell to threshold selling.
The move to a nominee account though technically does mean he is not a legal shareholder / member of the company in the same way as if he held paper certificates. This was why I posted about Eckerle versus Wickeder Westfalenstahl GmbH, where the courts upheld as such, and that nominee account holders aren’t the true shareholders.
On CPI is was unaware that gov bodies would do such a thing, so interesting point to know.
I guess the only way of finding a true answer to this is via TR1’s. If we never get another from DT, then it must be true he’s in a nominee account, if we get a TR1 personally naming him then it means he hasn’t transferred.
Soup I think you will find the underlying shareholder is the legal owner of the shares. The depositary is just the registered entity providing a service. When you are a director your shares are held directly on the share register and administered by the company secretary so movements are monitored and reported. When you are no longer a director the level of reporting is reduced as described by our intrepid sailor irrespective of the reference used for any large holder and of course the access to been held directly on the register is removed. So we will see the same requirement will happen to DG’ shares when they have been re-registered. The other change we have noticed is the CPI shares have moved to a nominee this will be because they would original have had either an in-hour nominee service (very inefficient) or they would have asked their registrar to have all their holdings in their own name (more costly) but not untypical of a large pension fund or govt dept. Speaking from experience.
Whimax, as you note the fist issue is whether he has transferred to a nominee account or not. At this point in time it’s just an assumption.
If he has then he will no longer appear on the register. FCA rules mean that he no longer would have to notify thresholds as he is no longer the legal shareholder, the nominee company is.
The reference Offshore posted was a section 793 notice (that’s why I posted the link as it clearly states it as such on the website). This notice can be used by a company to find the identity of a person holding through a nominee account. But there is no legal requirement for them to make that info public.
Authorities can also see who holds through nominee accounts, but typically the public will never know. There is no law that requires someone who transfers to continue notifying as they are not the legal holder.
Soupdragon, would you mind clarifying please, to clear this up. There seems to be a bit of ambiguity between you and Offshore, so would be good to get to the bottom of it.
You originally posted “ Agreed Filter, I'm concerned that DT may have transferred his shares to a nominee account, therefore he won't have to notify anymore, so we'll not know his position.”
Are you saying that IF DT has transferred his shares into a nominee account, that means he is NOT bound to notify The Company when he crosses a threshold? Or, are you implying that he IS still bound to, but is less likely to do so, or less likely to be caught if he doesn’t?
Thanks in advance.
Again, I refer you to DTR 5.8
If you don’t understand it that’s your problem.
Soup must be one of those northerner folk! They are never wrong and always have to have the last say! Haha
I'll keep that in mind tiddler ;-)
Not paranoid, just very good at my job.
He'd refer to Eckerle vs. Wickeder Westfalenstahl GmbH. as well if he had any sense.
Was just pointing out that you posted section 793 notice not FCA DTR 5.8 requirements.
Just saying, I'm sure you know the difference.
Been saying that for a week
Here's the link to where you got your quote.
https://www.clearstream.com/clearstream-en/products-and-services/market-coverage/europe-non-t2s/united-kingdom/disclosure-requirements-uk-1280798
Thats a section 793 notice Sailorboy. Its used when a company wants to know the identity of a holder.
As someone with basic knowledge, you'll know that nominee accounts don't hold your share certificates and your not a shareholder. Thats why you had to call Halifax to do your proxy vote via their ID.
Agreed Filter, I'm concerned that DT may have transferred his shares to a nominee account, therefore he won't have to notify anymore, so we'll not know his position.
These large daily sells have to stop at some point, would like a TR1 or 2 so we know who has what left