2.01 The table of holding notifications received after the year end lists two of the ten notifications made in that period
UK Company B · a UK-listed technology and logistics group · Compliance or disclosure gap
In brief
The Listing Rules require the annual report to show all interests notified under the major-shareholding rules (DTR 5) between the year end and a date not more than one month before the AGM notice. The Directors' Report table for [date] to [date] shows two: [shareholder] at [n]% and [company] at [n]%, both on [date]. In that period the Company announced ten notifications; the eight left out are all [shareholder]'s, with positions between [n]% and [n]% of the voting rights. The 2024 report listed every notification in its equivalent period.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 162; Annual Report 2024, page 150. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Two notifications shown for [date] to [date] ([shareholder] [n]%, [name] [n]%); eight [shareholder] notifications made in the same period ([date] to [date]) not shown | What the rule requires All ten notifications listed, or at least each change in [shareholder]'s notified position, as UKLR 6.6.6R(2)(a) requires |
What we checked: Every 'Holding(s) in Company' announcement from [date] to [date] (ten) against the Directors' Report table; the 2024 report's table (Annual Report [amount].150) against the 2024-25 announcements
The rule
UK Listing Rules UKLR 6.6.6R(2)(a)
Version relied on: FCA Handbook, UK Listing Rules (UKLR), in force from July 2024, as at the financial year end
a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and: (a) all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting
Why it applies here: the table shows only each holder's latest notification.
Why it matters
- Shareholders reading the report do not see that [shareholder]'s notified interest moved repeatedly between 5% and [n]% of the voting rights in the weeks before approval.
- The Listing Rules require the annual report itself to carry that information; the 2024 report did.
Shareholders reading the report do not see that [shareholder]'s notified interest moved repeatedly between 5% and [n]% of the voting rights in the weeks before approval, information the Listing Rules require the annual report itself to carry.
Exposure
A Listing Rules disclosure gap in the annual financial report; the realistic consequence is an enquiry and correction in the next report, not a penalty.
Our workings
the table heading says changes disclosed in the period [date] to [date] '[wording masked]' and lists [shareholder] (0, [n]%, [date]) and [company] ([n]%, [date]). The Company's announcements in that period carry ten DTR 5 notifications: nine from [shareholder] (issuer notified [date], 8, [n] and [date], 3, 4 and [date]) and one from [name]. [shareholder]'s notified totals ranged from [n]% to [n]%, mostly through financial instruments (workings).
The Listing Rules provision asks for 'all interests disclosed' in the window, and the 2024 report followed that wording. The final positions shown are correct, so the harm is limited to the history of a holding that went above [n]% in the period.
| Issuer notified | Holder | Total % of voting rights | In the table on p.162? |
|---|---|---|---|
| [date] to [date]: eight notifications ([date]; 8, [n] and [date]; 3 and [date]) | [shareholder] | [n] to [n] ([n]) | No |
| [date] | [shareholder] | [n] | Yes |
| [date] | [company] | [n] | Yes |
Management’s best defence, and our reply
The table shows each holder's most recent notified position at the cut-off date, which is what investors need, and every notification was announced in full through the regulatory news service. [shareholder]'s interest was largely through financial instruments held in a trading capacity and had fallen below the threshold by [date], so listing every intermediate notification adds little. However, UKLR 6.6.6R(2)(a) asks for 'all interests disclosed' in the window, the annual report must stand alone under DTR 4.1 rather than rely on separate announcements, and the Company's own 2024 report listed every notification in its window.
The fix
- List every DTR 5 notification received between the year end and the cut-off date (holder, number of voting rights, percentage, date), or each change in a holder's notified position; state the cut-off date as now.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The table is presented as the list of changes notified after the year end | Document | Annual Report 2025, page 162 |
| 2 | Only [shareholder]'s last notification ([date]) is shown | Document | Annual Report 2025, page 162 |
| 3 | [name] [date] notification is shown | Document | Annual Report 2025, page 162 |
| 4 | [shareholder] notification, issuer notified [date]: [n]% in total; not in the table | Document | |
| 5 | [shareholder] notification, issuer notified [date]: [n]%; not in the table | Document | |
| 6 | [shareholder] notification, issuer notified [date]: [n]%; not in the table | Document | |
| 7 | [shareholder] notification, issuer notified [date]: below the threshold; not in the table | Document | |
| 8 | [shareholder] notification, issuer notified [date]: 5%; not in the table | Document | |
| 9 | [shareholder] notification, issuer notified [date]: [n]%; not in the table | Document | |
| 10 | [shareholder] notification, issuer notified [date]: [n]%, the highest in the period; not in the table | Document | |
| 11 | [shareholder] notification, issuer notified [date]: [n]%; not in the table | Document | |
| 12 | [shareholder]'s [date] notification ([n]%) is the one the table shows | Document |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- [wording masked] 5.1.2R
- What is missing
- the eight [shareholder] notifications made between [date] and [date]
- Pages looked at
- p.162 (significant shareholders tables); p.159-168 (Directors' Report)
- Result
- '[shareholder]' hits only p.162, the [date] row at [n]%; the other terms have no hit anywhere in the report
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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