Shareholder disclosure requirements
Under Chapter 5 of the FSA's Disclosure Guidance and Transparency Rules ("DTR5") our shareholders, and holders of certain financial instruments relating to shares, are obligated to disclose to an issuer when their holding reaches or falls below a given threshold as a result of an acquisition or disposal or as a result of events changing the breakdown of voting rights (e.g. a new issue of shares by a company).
A summary of the main notification requirements of Shareholders under DTR5 is set out below.
Shareholders must notify Severn Trent of the percentage of voting rights held as shareholder or direct/indirect holder of financial instruments if, as a result of an acquisition or disposal of ordinary shares or financial instruments (but not, for the avoidance of doubt, subscription shares), the percentage of those voting rights:-
1. Reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%,10% and each 1% thereafter up to 100%; or
2. Reaches, exceeds or falls below the above thresholds as a result of events changingthe breakdown of voting rights and on the basis of information disclosed by Severn Trent.
Calculation of holdings:
In determining if a notification is required, Shareholders may assess their holding by reference to their holding at a point up to midnight on the day for which the determination is made. Calculations of the proportion of shares must use the total number of voting rights according to our most recent disclosure (a 'Total Voting Rights' announcement). Figures may be rounded down to the next whole number.
The notification must contain the information set out in DTR5.8.1 and must be effected by a Shareholder as soon as possible but not later than two trading days, the first trading day being the day on which the relevant person:
1. Learns of the acquisition or disposals or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned about it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or
2. Is informed about the event where it is an eventfalling within DTR5.1.2 R (2).
Notifications may be made using the TR1 Major Shareholdings Notification Form ("Form TR1") which can be obtained from the FCA website including guidance notes to assist in the completion. The TR1 should be submitted to both the FCA and Severn Trent.
Completed TR1 Forms should be sent to Severn Trent at firstname.lastname@example.org
If Shareholders are in any doubt of their obligations under DTR5 or the actions they should take, they should consult their stockbroker, solicitor or financial adviser. This note is for information only and does not constitute legal advice and Severn Trent will not be responsible or liable for a Shareholder failing to comply with its obligations.