RE: Tr1 30% trigger5 Oct 2025 13:15
Thanks guys, just as a cross check...
"The understanding is largely correct. When Helium One Global (HE1) ceased to be UK incorporated and became a British Virgin Islands (BVI) company, it no longer remains an issuer under the FCA’s Disclosure Guidance and Transparency Rules (DTR) 5. Therefore, the statutory TR-1 filing obligations under the FCA handbook do not apply.However, under AIM Rule 17, HE1 is still obliged to disclose changes in significant shareholdings. The company's Articles of Association, even post-BVI incorporation, maintain the same 3% threshold and require shareholders to notify the company in writing within four days of crossing that threshold. This is a contractual obligation based on the company’s internal rules rather than a statutory requirement.Regarding disclosure to the market via an RNS (Regulatory News Service) announcement, the obligation to issue an RNS arises from the AIM Rules rather than purely from the statutory TR1 filing rule under FCA DTR. AIM Rule 17 requires companies to disclose changes in significant shareholdings by announcing them publicly via RNS to keep the market informed. So even though the shareholder notification in Articles is to the company, the company must then announce the information to the market through an RNS.Summary:The obligation for shareholders to notify changes above 3% is based on the company’s Articles (contractual).The company must still issue an RNS announcement under AIM Rule 17 to disclose significant shareholding changes publicly.The statutory TR1 form obligation under the FCA DTR no longer applies after BVI incorporation.Article 25.1(b) sets the 3% notification threshold to the company within 4 days.The market disclosure via RNS remains a requirement under AIM Rules.Hence, new shareholders or those increasing holdings above 3% notify the company, and the company in turn must issue an RNS announcement."
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