Major Shareholding Disclosure: What It Is and What a Notification Says

A major shareholding disclosure is a public notice that someone's stake in a listed company has crossed a set percentage of the voting rights, up or down. In the EU the duty comes from the Transparency Directive (2004/109/EC, Articles 9 to 13). In the UK the same filing is called a TR-1. In France it is a déclaration de franchissement de seuil, in Germany a Stimmrechtsmitteilung.

The point is simple: the market should know who controls a company. A fund that quietly builds 9% of the votes changes what a takeover, a vote or a capital raise looks like.

What triggers a notification

A notification is due when a holder's voting rights reach, exceed or fall below a threshold. The directive sets the minimum list:

Three things count towards the total:

• Shares the holder owns, directly or through companies it controls.
• Financial instruments that give a right to acquire shares, or that have a similar economic effect: options, futures, swaps, contracts for difference.
• Voting rights held for others or by agreement, such as a concert of shareholders voting together.

A crossing doesn't need a trade. If a company issues new shares, every holder's percentage falls, and some cross a threshold downwards without doing anything.

Who files, and when

• The holder notifies the issuer and the national regulator. The directive allows at most 4 trading days; several countries are stricter.
• The issuer then publishes the notification, at the latest 3 trading days after receiving it.

So the public sees a crossing up to about a week after it happened. The notification states the date of the crossing, which is the date that matters for analysis.

What the notification says

Most countries use a version of the ESMA standard form (the TR-1 layout). It typically contains:

1. Issuer: name, often ISIN and LEI.
2. Reason: acquisition or disposal of voting rights, of instruments, or an event changing the breakdown (a capital increase, for example).
3. Holder: the person or entity subject to the duty, and the direct shareholders if different.
4. Date the threshold was crossed.
5. Position after the event: % of voting rights through shares, % through instruments, total. Usually the previous position too.
6. Details per instrument: ISIN for shares; type, expiry and settlement for derivatives.
7. Chain of control: the companies through which a group holds the stake. For a large asset manager this can be dozens of entities.

France publishes the same facts as a short AMF notice in prose, and Switzerland as a structured record on SIX. Form or not, the core is the same: who, how much, since when.

How to read one

• Above vs below. A new holder above 5% is news. A fund drifting between 4.9% and 5.1% files every time it crosses, and often means nothing.
• Shares vs instruments. A stake held mostly through swaps or CFDs is economic exposure, not necessarily votes.
• Groups. BlackRock, Vanguard or Norges Bank file through many legal entities. Group them by ultimate parent before you count holders.
• Corrections. Filers send corrected notifications; keep the latest and drop the one it replaces.

Where to find them

Each country publishes in its own register, often in its own language and format: the FCA's National Storage Mechanism in the UK, the AMF's BDIF in France, the AFM register in the Netherlands, OeKB in Austria, SIX in Switzerland, company announcements on Nasdaq in the Nordics.

Duceus collects them from 7 registers into one schema:

# New stakes of 5% or more, any company, newest first
curl "https://api.duceusapi.com/threshold-events?direction=ABOVE&min_pct=5" \
  -H "Authorization: Bearer YOUR_API_KEY"

# Every holdings notification for one company
curl "https://api.duceusapi.com/holdings?issuer_id=iss_…" \
  -H "Authorization: Bearer YOUR_API_KEY"

/issuers/{id}/shareholders gives each holder's latest known position, and /issuers/{id}/shareholder-groups adds them up by ultimate parent. A holding.created webhook pushes each new notification as it is stored.

Major holdings vs insider dealings

A major holding is about large owners. Insider dealings, under MAR Article 19, are about managers trading their own company's shares, whatever the size. The two are often confused; this post puts them side by side.

Summary

• A major shareholding disclosure reports a crossing of a voting-rights threshold, from 5% under the directive and from 3% in the UK, the Netherlands and Switzerland.
• Shares, instruments and voting agreements all count.
• The holder notifies within 4 trading days at most; the issuer publishes within 3 more.
• The notification gives the position after the event, how it is held, and the chain of control.
• See the coverage page for which registers are covered, or get an API key to query them.