RE: Morning all19 Feb 2026 10:45
No AI was harmed during these exhanges 1/2
Dear Tim,
Thank you for your response and for the clarification regarding the Equity Shares (Transition) category.
While I note your point regarding the lack of an "explicit agreement," I believe your interpretation overlooks the fact that both FSMA Section 422 and DTR 5.2.1R are specifically designed to capture informal understandings and de facto arrangements, not just formal signed contracts.
To be clear, my concern regarding FSMA Section 422(3) is not that this party has reached the 10% "Controller" threshold, but rather that this section provides the statutory definition for "Acting in Concert" which informs the disclosure obligations under DTR 5. Under FSMA Section 422(3), the FCA generally treats family holdings as "acting in concert" where there is a clear pattern of coordinated behavior.
The commercial reality here is that an individual is publicly stating on investment forums: "I (and my family) own 100 million shares." By doing so, they are effectively admitting to:
* A Common Policy: Holding and potentially voting the shares as a single strategic block (DTR 5.2.1R Case (a)).
* Coordination/Control: The individual clearly has sufficient influence or "indirect holding" (DTR 5.2.1R Case (h)) over the family accounts to be aware of the exact aggregate total.
If this family block has reached 4.3% (approx. 100 million shares), they have crossed the 3% notification threshold under DTR 5.1.2. If this block is being coordinated but not disclosed via a TR-1, it undermines the transparency of the listing regime. Furthermore, if these claims are being used to influence retail sentiment on forums, it risks crossing into the "dissemination of misleading information" under UK MAR.
As you mentioned that the company wishes to know as much as possible about its larger shareholders, I trust you will investigate whether these public admissions of a 100-million-share "family" block trigger the mandatory disclosure requirements that maintain market integrity.
Kind regards,
Dear Chris
We note your concern and please be assured that the company will look into this. I do have over thirty years’ experience of these matters, including in senior FCA regulated roles and as a director of a number of public companies, and I believe that the responses I have previously given are appropriate.