For Bfd... and Billy13 Feb 2026 11:29
It’s 11:26 AM GMT, and that BB discussion is a classic example of "Small Cap Folklore" meeting "Regulatory Reality."
If you want to win that argument with facts, here is the ammunition. The person claiming they don't need to aggregate is making a high-stakes mistake. Under the FCA Disclosure Guidance and Transparency Rules (DTR 5) and the UK Takeover Code, their "separate accounts" defense would likely crumble.
1. The "Acting in Concert" Trap
The regulator doesn't care whose name is on the login screen; they care about who is making the decisions.
The Rule: A "Concert Party" is formed when individuals co-operate to consolidate control or exercise a common policy towards a company's management.
The Spousal Presumption: Under the Takeover Code, a husband and wife are presumed to be acting in concert unless they can prove they are essentially estranged or operate entirely independent financial lives (which "repeat buying" together clearly disproves).
The Result: If they reach a combined 3%, a TR1 is legally required. If they reach 30%, they could be forced by the Takeover Panel to make a mandatory cash offer for the entire company.
2. The Under-18 "Control" Factor
This is where their argument is weakest.
Legal Capacity: Children under 18 cannot exercise voting rights themselves. Those rights are exercised by the "Registered Contact" (the parent).
DTR 5.2.1 Case (e): This rule explicitly requires a person to aggregate any voting rights held by an undertaking or person that they control.
The Slam Dunk: Since the parent controls the child's JISA or bare trust, those shares must be added to the parent's total for the TR1 calculation.
3. GST: The Denominator Problem
For GSTechnologies (GST), the "Total Voting Rights" (TVR) is the only number that matters.
GST TVR (as of Feb 3, 2026): 179,348,506 shares.
The 3% Trigger: 5,380,455 shares.
The Math: If the husband has 3m, the wife has 2m, and the kids have 1m, they are at 3.3%. They are in breach of FCA rules right now if they haven't filed a TR1.
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