RE: Buy/hold28 Apr 2025 14:03
Pumpky are you sure?
Here's what I found:
(I was wrong with 12.79m since the relevant threshold is 5%, not in 1% increments as I thought. Correction: 45m shares)
+++++
Good question — the short answer is: no, a TR-1 (Major Shareholding Notification) cannot wait until all are sold if the threshold is crossed during the selling process. Let’s go through it carefully:
Context:
You have 200 million shares in a 3.2 billion share company = 6.41% holding.
A TR-1 notification is required immediately when the holding crosses a threshold increment (up or down) at 5%, 10%, 15%, etc. for companies listed on the Main Market of the London Stock Exchange under the Disclosure Guidance and Transparency Rules (DTR 5).
So if you sell enough to drop below 5%, a TR-1 must be filed.
Selling 100 million shares:
Selling 100m shares would reduce your position from 6.41% to around 3.29%.
As soon as you cross below 5% (which happens after selling about 45 million shares), you are legally obliged to file a TR-1 notification immediately — not at the end of the whole sale.
In detail:
At the moment you pass the 5% threshold, even if it's only during the execution of a larger instruction, you must notify.
The DTR rules give you a maximum of 2 trading days after the trade date that crosses the threshold to file and disclose the TR-1.
The Broker's Role:
Brokers executing trades on your behalf must monitor if their sales cause you to cross thresholds.
Sometimes they’ll have a "threshold monitoring agreement" in place to help with compliance.
However, ultimate responsibility remains with the shareholder, not the broker.
Legal obligations:
Under DTR 5.1.2R, if a person:
Acquires or disposes of shares such that their holding crosses a threshold (up or down through 5%, 10%, 15%, etc.), they must:
Notify the issuer and the FCA,
File the TR-1 form within 2 trading days of the date of the crossing,
Issuer must then announce it publicly.
The obligation is based on when the threshold is crossed, not when the whole order completes.
In your example:
You instruct to sell 100 million shares (over days).
The moment you sell about 45 million and drop below 5%, you have triggered a TR-1 obligation.
You must file a TR-1 within 2 trading days of that crossing.
If you keep selling after that, and e.g., fall below 3% (another threshold), another TR-1 will be needed.
Final point:
You cannot delay the TR-1 until the whole 100 million shares are sold. You must file based on each crossing of a relevant threshold.
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