2.17 The significant-shareholder tables leave out holders the company had been told of, and show a derivatives position as shares
UK Company B · a UK-listed technology and logistics group · Regulator-style question
In brief
The directors' report in each year lists only the holding notifications received in the period. The Annual Report 2024 list leaves out the notification of [date] in which [shareholder] reported [n]% of the voting rights, although it fell inside the period, and no later notification from that holder appears in the announcements; neither report names it. [shareholder] Limited, described elsewhere in both reports as an approximately 10% shareholder, is not in either table. The Annual Report 2025 shows [company] with [n] shares or voting rights at [n]%, but its notification gave [n]%, held entirely through options and cash-settled contracts for difference.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2024, page 150; Annual Report 2025, page 114; Annual Report 2025, page 162. 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 Annual Report 2024 table: two holders notified in the period (The [place] & [place] [company] 15%, [name] & Co [n]%); [shareholder]'s [n]% notification of [date] not listed. Annual Report 2025 table: [company] [n] at [n]%; [shareholder] Limited (approximately 10%) not listed in either year | What the rule requires A table, by reference to the year end, of each person known to hold a significant direct or indirect holding (on the company's own basis, 3% or more of the voting rights), with the size and nature of the holding as notified: [shareholder] (last notified [n]%) and [shareholder] Limited (about 10%) included or their omission explained; [name] shown at [n]% held through financial instruments |
What we checked: Every holding notification announced from [date] to [date] ([n] announcements) against the significant-shareholder tables and the notification dates in both reports; whole-report searches for the omitted holders
The rule
SI 2008/410 Schedule 7 Part 6 para 13(2)(c)
Version relied on: Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), in force from April 2008, as amended (the directors’ remuneration report Schedule 8 as substituted from October 2013); revised text, legislation.gov.uk
The report must contain detailed information, by reference to the end of that year, on the following matters ... in the case of each person with a significant direct or indirect holding of securities in the company, such details as are known to the company of—(i)the identity of the person,(ii)the size of the holding, and(iii)the nature of the holding
Why it matters
Readers of the directors' report see two to four holders when at least two further holders of about 9-10% were known to the company, and see a cash-settled derivatives position as a shareholding with voting rights.
Exposure
A question only: if the table is incomplete, the realistic outcome is a Corporate Reporting Review enquiry and an improvement in the next report; no monetary penalty is realistic.
Our workings
FACT: [shareholder], Inc. notified the company on [date] that on [date] it held [n]% of the voting rights ([n]), down from its previous notification; no later notification by that holder appears in the company's announcements to [date]. The Annual Report 2024 table, headed as notifications received during the period, lists only The [place] & [place] [company] and [name] & Co. Both reports say elsewhere that [shareholder] Limited is a significant (approximately 10%) shareholder; [shareholder] made its own holding notification on [date], after the Annual Report 2025. [company] notified on [date] a total of [n]% ([n] voting rights), made up of options and cash-settled contracts for difference, with no voting rights attached to shares; the Annual Report 2025 prints [n]% under the heading number of ordinary shares or voting rights. INFERENCE: the directors' report appears to list notifications rather than the holdings known at the year end, which is what the schedule asks for; a holder that does not cross a threshold during the year drops out even though the company knows of it. Whether [shareholder] still held a significant stake at either year end is not public beyond its last notification, so this is put as a question.
| Holder | Last notification before the report | Shown in the table? |
|---|---|---|
| [shareholder], Inc. | [n]% ([n]), notified [date] | No (neither year) |
| [shareholder] Limited | approximately 10% (stated in the reports themselves) | No (neither year) |
| [company] | [n]% ([n]), all financial instruments | Yes, as [n]% of shares or voting rights |
Management’s best defence, and our reply
The company would say the table follows a common UK format that lists the notifications received during the year, that [shareholder]'s approximately 10% holding is disclosed elsewhere in the same report, and that it cannot know a holder's position at the year end beyond what the holder chooses to notify. It might add that [name] figure was rounded and that the notification is public. The answer: the schedule asks for details of significant holdings by reference to the end of the year so far as known to the company, and [shareholder]'s [date] notification was received inside the 2024 year yet is missing even on the company's own notifications basis; [shareholder]'s holding is mentioned only in passing elsewhere, without its nature. Because the year-end positions of these holders are not public, the point is put as a question.
The fix
- Present the table as at the year end (and at the latest practicable date): 'As at [date] the Company had been notified of the following holdings of 3% or more', listing every holder whose last notification remains above 3%, with the nature of each holding (shares, or financial instruments with physical or cash settlement).
Question for the company
How was the significant-shareholder table compiled? Why is [shareholder]' notification of [date] ([n]%) not in the Annual Report 2024 list of notifications received in the period, did the company receive any later notification from that holder, should [shareholder] Limited (described in both reports as an approximately 10% shareholder) appear in the table, and why is [name] [n]% position, held through options and cash-settled contracts for difference, shown as [n]% of shares or voting rights?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | [shareholder]'s notification falls inside the 2024 financial year | Document | |
| 2 | [shareholder] held [n]% of the voting rights after the change | Document | |
| 3 | Annual Report 2024 table: first of only two holders listed for the period | Document | Annual Report 2024, page 150 |
| 4 | Annual Report 2024 table: second holder listed; [shareholder] absent | Document | Annual Report 2024, page 150 |
| 5 | Annual Report 2025 describes [shareholder] Limited as an approximately 10% shareholder outside the table | Document | Annual Report 2025, page 114 |
| 6 | [name] notification: [n]% attached to shares, [n]% through financial instruments | Document | |
| 7 | Annual Report 2025 table shows [name] at [n]% under shares or voting rights | Document | Annual Report 2025, page 162 |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- Significant shareholders
- What is missing
- [shareholder], Inc. and [shareholder] Limited in the significant-shareholder table
- Pages looked at
- p.159-168 (directors' report)
- Result
- [shareholder], Capital Research and Capital International have no hits. [shareholder] hits only on p.114 (the Board's assessment of a director's independence) and p.149 (a footnote to the directors' shareholdings), which describe [shareholder] as an approximately 10% shareholder but are not the significant-shareholder disclosure.
Absence check
- Document
- Annual Report 2024
- Where it would appear
- Significant shareholders
- What is missing
- [shareholder], Inc. notification of [date] ([n]%) and [shareholder] Limited
- Pages looked at
- Annual Report [amount].148-154 (directors' report)
- Result
- [shareholder], Capital Research and Capital International have no hits. [shareholder] hits only on p.105 (director independence) and p.144 (directors' shareholdings footnote), not in the significant-shareholder table.
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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