News
In a survey of the UK’s top quoted companies, over 95% of respondents supported the extension of the Financial Services Authority’s (FSA) major shareholder disclosure regime to cover holders of Contracts for Difference (CFDs) and other derivative instruments.
Commenting on the results of the survey, Peregrine Riviere, Chairman of the Investor Relations Society, said:
“Over the last few years there has been an explosion of sophisticated instruments which enable investors to take an interest in a company without appearing on the share register. Many of these investors wish to exercise the same benefits of voting and control as fully registered shareholders, without the requirement to disclose their holding. This can create asymmetry of information in the market and enable potential predatory stake building to take place under the cloak of anonymity.”
The Investor Relations Society, which represents professionals engaged in communicating with shareholders in the majority of the UK’s largest companies, believes that the FSA should extend the current major shareholder disclosure regime to encompass CFDs and cash settled derivatives.
“Companies have a right to know who is exercising control over their shares” said Riviere. “The FSA has already highlighted its concern that insider trading is still rife in the London market, and improved transparency could significantly curtail these activities. The disclosure regime needs to be tightened up to recognise the realities of the new market place. The FSA’s disclosure and transparency rules need to be revised to apply to all economic interests held in quoted companies, not just direct equity shareholdings.”
For further information contact:
The Investor Relations Society
Peregrine Riviere – Chairman 07909 907 193
Michael Mitchell – General Manager 020 7379 1763
Notes for editors:
The survey was conducted by Richard Davies Investor Relations (RD:IR) on behalf of The Investor Relations Society, covering 70 of the UK top listed companies. 96% of respondents agreed with the question “Do you think that DTR5 should be amended to include the disclosure of CFDs? “
The Investor Relations Society represents members working for public companies to develop effective two way communication with the markets and create a level playing field for all investors. It has over 600 members drawn both from the UK and overseas, including the majority of the FTSE 100 and much of the FTSE 250.
Much of the market regulation in the UK is in the hands of the Financial Services Authority (FSA). Through their Disclosure and Transparency Rules (DTR) regime the FSA has implemented the requirements of the EU Transparency Obligation Directive. DTR supplements the disclosure requirements contained in the Companies Act 2006. Under the existing DTR regime any shareholder controlling more than 3% of a company’s shares has to disclose its position to the market. In addition under Companies Act s793 companies can ask shareholders to disclose their beneficial shareholdings. Although some types of derivatives are covered by DTR, CFD holdings are not covered by either the DTR or the Companies Act regulatory environment, yet such holdings can easily be converted into shares and many holders exercise voting rights through the ‘issuing bank’.
The potential importance of such positions is recognised under the Takeover Code and all CFD and derivative holdings in excess of 1% have to be declared when companies are the subject of a takeover bid.
The FSA is currently considering options for possible changes to the regime and is expected to issue a consultation document later in the year.
Published: 28 September, 2007