Market makers and notification of share holdings29 Feb 2024 11:35
I have commented on the fact that there has been no TR1 forms for Ariana which suggests that the sellers of the apparent large tranches of shares are probably, not in themselves, large share holders. For every sale there must be a buyer and if a ‘person’ is building up a holding then that person must submit a TR1 form when the holdings move past the holding limits so someone building up a holding in a company must report as below.
A person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments falling within DTR 5.3.1R (1) (or a combination of such holdings) if the percentage of those voting rights:
(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% (or in the case of a non-UK issuer on the basis of thresholds at 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%) as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1 R;
The only exception to this is for a market maker who can hold up to 10% of issued share capital before the holding has to be reported.
A lot of the large trades are reported under the deferred reporting rules which allow for transactions to be packaged with a delay in the publication if one or more of its components are transactions in financial instruments that are large in scale compared with the normal market size.
What if a market maker is manipulating the market and purchasing the shares, it wouldn’t have to report the holding if it is under 10%. The market maker could make a killing if they believe that the share price is likely to increase substantially over the price paid.