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Using the correct denominator is paramount to ensuring correct disclosure are made.

Denominators not only vary per jurisdictions, but can also vary per rule in the same jurisdiction.

For example, in the United Kingdom, major shareholding rules focus on Total Voting Rights, whereas for the Short Selling Regulations, Total Issued Capital should be used. This can make a huge difference in your percentage holdings in instances where the issuer has multiple voting rights per share, or even when the issuer holds shares in treasury.

For other jurisdictions, we typically focus on:

  • Shares Outstanding,
  • Shares Issued,
  • Voting Rights and Voting Shares.

In the EU issuers must make announcement regarding changes to their denominator – these announcements are made through National Storage Mechanisms.

Click here to view NSMs across the EU, US and Canada and search to issuer announcements.

Example

Share Outstanding

The share capital of a company can be broken down into lots of different categories.

Security DescriptionSEDOLShares AmountShares Amount TypeShares Amount Type Default FlagShares Amount Type Description
SE BANKEN A ORD48133452,170,019,294LISYListed
SE BANKEN A ORD48133452,170,019,294ISSNIssued
SE BANKEN A ORD48133452,143,144,845OUTNOutstanding
SE BANKEN A ORD48133452,012,471,043FFLNFree Float
SE BANKEN A ORD4813345130,673,802CLHNClosely Held
SE BANKEN A ORD481334526,874,449TRENTreasury

There are 2,170,019,294 shares in issue, and these are all listed. However, there are 26,874,449 in Treasury and therefore the outstanding shares are 2,143,144,845.

Of the 2,143,144,845, 2,012,471,043 are free float and 130,673,802 are closely held.

Instrument v Issuer

When an issuer has multiple classes, in some jurisdiction you must base you calculation on the denominator of that specific class you hold rather than the total denominator of the issuer.

In the example, you can see that the issuer has multiple share classes, one with voting rights and one without and how this impacts the different denominator categories.

United Kingdom

The relevant denominators for UK rules are as follows:

  • UK Short Selling: Total Issued Share Capital
  • UK Major Shareholdings: Total Voting Rights
  • UK Takeover Rule 8.3: Number of such securities in issue (NSI)

London Stock Exchange RNS

In the UK, denominator changes must be announced through an RNS feed.

These can usually be found on the London Stock Exchange website.

For the relevant issuer, check the most recent RNS announcement relating to denominators. These include announcements regarding:

  • Total Voting Rights
  • Transaction Own shares
  • Equity issue

To check the denominator

  • Go to https://www.londonstockexchange.com/
  • In the search box, type the name of the issuer
  • Scroll down to the RNS news section on the page – this is found at the bottom of the page.
  • Search for the most recent announcement regarding denominators

Issuer Investor Relations

For some issuers traded on other market segments, there will be no news section when you search for the issuer on LSE.

For these issuers, you must review the investor relations page of the company website:

  • In google, search for the “*Insert Company Name* Investor Relations”
  • Go to the Investor Relations “Announcements” or “Regulatory News” section of the website or if available the “Shares” section which can also detail what the current shares outstanding figure is. Careful when using a “shares” section of the website as occasionally, these pages are not regularly updated by the issuer.

FCA National Storage Mechanism

The National Storage Mechanism (NSM) is the FCA’s official way of storing regulated information as required under the FCA Rules.

On the NSM, users can access the regulated information and announcements submitted by listed issuers and Primary Information providers (PIPs). It allows users to search all regulatory disclosures and documents by:

  • keyword
  • category
  • classifications
  • company name
  • publication date
  • document date
  • LEI (Legal Entity Identifier)
  • source of information by Primary Information Provider (PIP)

To access the NSM, go to: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In the NSM you can search for a particular issuers announcement’s and filter on:

  • Total Voting Rights
  • Transaction in Own Shares
  • Results of Equity Issue
  • Issue of Equity

Japan

  • Go to https://www.jpx.co.jp/english/
  • In the “Listed Company Search”, search for the applicable issuer
  • Click “Basic Information”
  • Review the shares outstanding figure

Canada

Option 1 – Sedar

  • Go to SEDAR: https://www.sedar.com/
  • Click English
  • On the home page – click “Issuer Profiles”
  • Click on the first letter of the company you are searching for:
  • Search for a click on the relevant issuer
  • Click “VIEW THIS COMPANY’S DOCUMENTS”
  • Review the recent announcements.

Option 2 – TMX

  • Go to https://money.tmx.com/en
  • Search for the issuer in the search box
  • Scroll down to the Key Data section and review the Listed Shares Total Shares Figure”

Netherlands

United States

Edgar

  • Go to Edgar Company Filings: https://www.sec.gov/edgar/searchedgar/companysearch.html
  • Search for the issuer in the below search box
  • Review any recent filings – you can ignore any “13F-NT”, “SC 13G/A” & “4”. You are looking for 10Q or 10K filings in particular. You can see the filing type and filing date in the columns below.

Luxembourg

  • Go to https://www.bourse.lu/search
  • Search for the issuer in the search box
  • Review any recent filings. In particular “Total Number of Voting Rights and Capital”.

France

Content coming soon.

Germany

Hong Kong

1. Go to: https://www.hkex.com.hk/?sc_lang=en

 

2. Search with Company Name or the Ticker of the issuer

 

 

 

 

 

 

 

3. Go to “View All on HKEXnews” to get the whole announcement of the issuer and select the Monthly Return or Next day Disclosure

 

 

 

 

 

 

 

 

 

4. Here you can find the HKEX listed share Capital along with the Non HKEX listing Issue Share Capital (Primary in China, Majority of the China stocks trade in HKEX). So, please consider the HKEX month end issued share Capital only.

Spain

Go to: https://www.cnmv.es/portal/Otra-Informacion-Regulada-Corporativa/Consulta-OIRC.aspx

From the drop down select: “Total number of voting rights and capital”

In Organisation name, enter the name of the issuer

Click “Search”

If the search return multiple issuers, you must select from the drop down the specific issuer your search relates to.

Once you have selected the issuer from the drop down, click “Search”.

This will then return the:

  • Issuer Name
  • ISIN
  • Share Capital
  • Total Shares
  • Voting Rights
  • Shares by voting rights

NB.

For Short Selling Notifications, the correct figure is “Total Shares”

For Major Shareholding Disclosures, the correct figure is “Voting Rights”.