I, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.Date 27 July 2026Amanda ZellerPart 1—Preliminary 41 Name of legislative instrument....................................42 Commencement...............................................43 Authority....................................................44 Simplified outline of this instrument...............................45 Definitions...................................................5Part 2—Deemed economic interests and offsetting short positions 6Division 1—Preliminary 66 Simplified outline of this Part....................................67 Definitions in this Part..........................................6Division 2—Deemed economic interests 88 Method for working out the number of issued securities in which a person has a deemed economic interest 89 Deemed economic interest—general rule...........................810 Deemed economic interest—derivatives over a basket or index of securities 8Division 3—Offsetting short positions 1011 Method for working out the number of issued securities in which a person has an offsetting short position 1012 Offsetting short position—general rule............................1013 Offsetting short position—derivatives over a basket or index of securities.10Part 3—Market makers and client services exclusion 1214 Simplified outline of this Part...................................1215 Meaning of foreign equivalent licensee............................1216 Deemed economic interest exclusion—client services................1217 Deemed economic interest exclusion—market makers................1318 Deemed economic interest exclusion—clearance and settlement facilities.1419 Client services and market makers exclusion—requirement to give information 14Part 4—Declaration 1720 Simplified outline of this Part...................................1721 Offsetting short positions.......................................17Part 5—Registers of relevant interests 1922 Simplified outline of this Part...................................1923 Definitions in this Part.........................................1924 Requirements for registers of relevant interests......................1925 Declaration—provision of copies of registers of relevant interests.......2026 Application of sections 24 and 25................................20Part 6—Substantial holding notices 2127 Simplified outline of this Part...................................2128 Additional particulars about substantial holdings in Chapter 6C bodies...2129 Provision of standard form documents.............................2230 Declared foreign equivalent substantial holding notice requirements.....23Part 7—Repeal 2431 Repeal......................................................24
This instrument commences on the later of:(a) the day after this instrument is registered on the Federal Register of Legislation; and(b) commencement of Schedule 1 to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025.Note: The register may be accessed at www.legislation.gov.au.
This instrument sets out declarations and requirements for listed entities regarding enhanced beneficial ownership disclosure.In particular, this instrument:(a) provides methods for working out the number of issued securities in which a person has a deemed economic interest or an offsetting short positions; and(b) determines circumstances in relation to client services and market making in which a person does not have a deemed economic interest; and(c) modifies Chapter 6C of the Act so that a person does not have an offsetting short position in certain circumstances; and(d) specifies additional requirements for registers of relevant interests; and(e) determines various matters in relation to the content of substantial holding disclosures; and(f) declares foreign requirements that ASIC is satisfied are equivalent to Australian substantial holding disclosure requirements.
In this instrument:Act means the Corporations Act 2001.foreign government or legislative body means a government or legislative body of a foreign country or a region, province, territory or state of a foreign country.overseas regulatory authority means a foreign regulatory authority which regulates financial services and which is established by or for the purposes of a foreign government or legislative body.
This Part determines the method for working out:(a) the number of issued securities in which a person has a deemed economic interest because of a non-physically settleable derivative; and(b) the number of issued securities in which a person has an offsetting short position because of a short position derivative.
In this Part:bid class:(a) for a takeover bid—has the same meaning as in section 9 of the Act; and(b) for a Part 5.1 scheme—means the class of securities proposed to be acquired under the scheme.bid period:(a) for a takeover bid—has the same meaning as in section 9 of the Act; and(b) for a Part 5.1 scheme—means the period that:(i) starts on the date that the Part 5.1 body publicly states that it will, or intends to, give effect to the scheme; and(ii) ends on:(A) if the Part 5.1 body publicly states that the scheme will not be effected—on the date of that statement; and(B) otherwise—the date on which the scheme is effected.bidder:(a) for a takeover bid—has the same meaning as in section 9 of the Act; and(b) for a Part 5.1 scheme—means the entity in relation to the scheme that is in a similar position to a bidder for a takeover bid.exchange traded fund(orETF)means a scheme or foreign company that satisfies all of the following:(a) is:(i) a registered scheme or a managed investment scheme that is not required to be registered under Chapter 5C; or(ii) a foreign company which has the economic features of a managed investment scheme;(b) interests in the scheme or securities of the foreign company are in a class that are able to be publicly traded on a financial market that is either:(i) a licensed market; or(ii) a financial market that is, or the operation of which is, licensed or authorised by an overseas regulatory authority;(c) the operator of the scheme or the foreign company has the power and approval to issue interests or securities in that class on any day that those interests or securities are able to be traded on the financial market;(d) the operator of the scheme or the foreign company allows applications for and redemptions of interests or securities in that class;(e) the price or value of the financial product, index, currency, commodity or other thing that the scheme or foreign company invests in or tracks is continuously disclosed or can be immediately ascertained.non-physically settleable derivative means a derivative in relation to which subsection 671AF(1) of the Act applies.Part 5.1 scheme means compromise or arrangement under Part 5.1 of the Act between a Part 5.1 body and its members, the effect of which has a similar result to a takeover bid.short position derivative means a derivative in relation to which subsection 671AS(1) of the Act applies.underlying issued security means:(a) in relation to a non-physically settleable derivative—a security in the class of securities referred to in paragraph 671AF(1)(c) of the Act; and(b) in relation to a short position derivative—a security in the class of securities referred to in paragraph 671AS(1)(c) of the Act.
(1) For the purposes of subsection 671AF(5) and paragraphs 671AG(2)(a), 671AH(3)(a) and 671AI(2)(a) of the Act, sections 9 and 10 determine a method of working out the number of issued securities of a particular class in a Chapter 6C body in which a person has a deemed economic interest because of a non-physically settleable derivative.(2) Sections 9 and 10 apply in relation to a derivative to the extent the derivative provides for a benefit referred to in subparagraph 671AF(1)(d)(i) or (ii) of the Act (as affected by subsections 671AF(2) to (4) of the Act).
Subject to section 10, the number of issued securities of a particular class in a Chapter 6C body that a person has a deemed economic interest in because of a non-physically settleable derivative is equal to the full notional amount of securities of that class underlying the derivative.
(1) This section applies in relation to a non-physically settleable derivative where the conditions in paragraphs 671AF(1)(c) and (d) of the Act are satisfied in relation to a basket of assets that includes securities or an index of assets that includes securities as well as being satisfied in relation to one or more classes of underlying issued securities.(2) Subject to subsections (3) and (4), the full notional amount of securities of a particular class under section 9 must be calculated based on the weight of the securities of that class by value in the basket or index as a proportion of the total value of all securities in the basket or index.(3) Despite section 9, the number of issued securities of a particular class of underlying issued securities in which a person has a deemed economic interest as a result of a basket or index is zero if:(a) the number, worked out in accordance with section 9, of issued securities in that class in which the person has a deemed economic interest as a result of the basket or index represents less than 5% of the total securities in that class that are on issue; and(b) the securities in that class in the basket or index represent less than 30%, by value, of all securities in the basket or index.(4) Despite section 9, the number of issued securities of a particular class of underlying issued securities in which a person has a deemed economic interest as a result of a basket or an index is zero if either:(a) in the case of an index—all of the following apply in relation to the index:(i) the index is compiled and calculated by any of the following persons (each an index provider):(A) S&P Dow Jones Indices LLC;(B) MSCI Inc;(C) FTSE International Limited;(D) NASDAQ, Inc;(E) Morningstar, Inc;(F) Solactive AG;(G) Bloomberg Index Services Limited;(H) STOXX Ltd;(ii) the constituent securities of the index and their respective weightings are determined solely in accordance with a publicly available methodology of the index provider;(iii) the constituent securities are each quoted on a financial market; or(b) in any case—there is at least one exchange traded fund that tracks the basket or index.(5) Subsections (3) and (4) do not apply to a person in relation to a class of underlying issued securities during the bid period for a takeover bid or Part 5.1 scheme if:(a) the person or an associate is the bidder for the takeover bid or scheme; and(b) securities in the class of underlying issued securities are in the bid class for the takeover bid or scheme.(6) Subsection (4) does not apply to a person in relation to a basket or index and a class of underlying issued securities if the person or an associate influences, or is capable of influencing, the composition of the basket or index or the weighting of securities in the basket or index.
(1) For the purposes of subsections 671AS(3), 671AT(2), 671AU(3) and 671AV(2) of the Act, sections 12 to 13 determine a method for working out the number of issued securities of a particular class in a Chapter 6C body in which a person has an offsetting short position because of a short position derivative.(2) Sections 12 to 13 apply in relation to a derivative to the extent the derivative provides for a benefit referred to in paragraph 671AS(1)(d) of the Act (as affected by subsection 671AS(2) of the Act).
Subject to section 13, the number of issued securities of a particular class in a Chapter 6C body that a person has an offsetting short position in because of a short position derivative is equal to the full notional amount of securities of that class underlying the derivative.
(1) This section applies in relation to a short position derivative where the conditions in paragraphs 671AS(1)(c) and (d) of the Act are satisfied in relation to a basket of assets that includes securities, or an index of assets that includes securities, as well as being satisfied in relation to one or more classes of underlying issued securities.(2) Subject to subsection (3) and (4), the full notional amount of securities of a particular class under section 12 must be calculated based on the weight of the securities of that class by value in the basket or index as a proportion of the total value of all securities in the basket or index.(3) Despite section 12, the number of issued securities of a particular class of underlying issued securities in which a person has an offsetting short position as a result of a basket or index is zero if:(a) the number, worked out in accordance with section 12, of issued securities of that class in which the person has an offsetting short position as a result of the basket or index represents less than 5% of the total securities of that class that are on issue; and(b) the securities of that class in the basket or index represent less than 30%, by value, of all securities in the basket or index.(4) Despite section 12, the number of issued securities of a particular class of underlying issued securities in which a person has an offsetting short position as a result of a basket or index is zero if either:(a) in the case of an index—all of the following apply in relation to the index:(i) the index is compiled and calculated by any of the following persons (each an index provider):(A) S&P Dow Jones Indices LLC;(B) MSCI Inc;(C) FTSE International Limited;(D) NASDAQ, Inc;(E) Morningstar, Inc;(F) Solactive AG;(G) Bloomberg Index Services Limited;(H) STOXX Ltd;(ii) the constituent securities of the index and their respective weightings are determined solely in accordance with a publicly available methodology of the index provider;(iii) the constituent securities are each quoted on a financial market; or(b) in any case—there is at least one exchange traded fund that tracks the basket or index.(5) Subsections (3) and (4) do not apply to a person in relation to a class of underlying issued securities during the bid period for a takeover bid or Part 5.1 scheme if:(a) the person or an associate is the bidder for the takeover bid or scheme; and(b) securities in the class of underlying issued securities are in the bid class for the takeover bid or scheme.(6) Subsection (4) does not apply to a person in relation to a basket or index and a class of underlying issued securities if the person or an associate of influences, or is capable of influencing, the composition of the basket or index or the weighting of securities in the basket or index.
This Part determines circumstances in relation to client services and market making in which a person does not have a deemed economic interest in a number of securities in a Chapter 6C body.
For the purposes of this Part, foreign equivalent licensee means a person that:(a) is incorporated or formed outside this jurisdiction; and(b) has its principal place of business outside this jurisdiction; and(c) holds a licence or authorisation issued by an overseas regulatory authority that authorises the person to do any of the following:(i) deal in derivatives;(ii) make a market in derivatives or securities;(iii) operate a clearing and settlement facility in relation to derivatives; and(d) does not hold, and is not required to hold, an Australian financial services licence or an Australian CS facility licence.
A financial services licensee, or a foreign equivalent licensee, that is authorised to deal in derivatives does not have a deemed economic interest in a number of securities in a Chapter 6C body as a result of dealing in a derivative in circumstances where all the following apply:(a) the licensee deals in the derivative in the ordinary course of its business of dealing in derivatives;(b) the licensee deals in the derivative for the purpose of:(i) facilitating the obtaining by a client, at the client’s request, of economic exposure to changes in the value of securities in the Chapter 6C body; or(ii) hedging (on an individual or aggregate basis) a position of the licensee that has resulted from the licensee facilitating the obtaining of such an economic exposure by the client; or(iii) otherwise managing a risk of the licensee that has resulted from the licensee facilitating the obtaining of such an economic exposure by the client;(c) the client must provide to, orat the direction of, the licensee any consideration that the licensee is required to provide under the derivative if:(i) the licensee deals in the derivative for the purpose referred to in subparagraph (b)(i); and(ii) the client is not a party to the derivative;(d) the dealing in the derivative does not have, and is not reasonably capable of having, the effect of giving the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;(e) the licensee is able to readily identify derivatives to which this section applies;(f) if the licensee is a foreign equivalent licensee—the dealing in the derivative is covered by the licence or authorisation held by the licensee and is regulated by the overseas regulatory authority that issued the licence or authorisation.
A financial services licensee, or a foreign equivalent licensee, that is authorised to make a market for derivatives or securities does not have a deemed economic interest in a number of securities in a Chapter 6C body as a result of dealing in a derivative in circumstances where all of the following apply:the licensee deals in the derivative:(i) in the ordinary course of its business of making a market in derivatives in relation to the securities of the Chapter 6C body; or(ii) for the purposes of hedging a position of the licensee that has resulted from the licensee making a market in derivatives or securities;(b) the dealing in the derivative does not have, and is not reasonably capable of having, the effect of giving the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;(c) the licensee is able to readily identify derivatives or transactions to which this section applies;(d) if the licensee is a foreign equivalent licensee—the dealing in the derivative is covered by the licence or authorisation held by the licensee and is regulated by the overseas regulatory authority that issued the licence or authorisation.
A CS facility licensee, or a foreign equivalent licensee, that is authorised to operate a clearing and settlement facility in relation to derivatives (or a class of derivatives) does not have a deemed economic interest in a number of securities in a Chapter 6C body as a result of entering into a derivative in the course of operating the facility in circumstances where all of the following apply:(a) the licensee enters into the derivative for the purposes of:(i) facilitating the obtaining by a client who is a participant in the facility, at the participant’s request, of economic exposure to changes in the value of securities in the Chapter 6C body; or(ii) hedging a position, or otherwise managing a risk, created by a derivative entered into by the licensee for the purposes referred to in subparagraph (i);(b) the entering into the derivative does not have, and is not reasonably capable of having, the effect of giving the licensee any capacity to determine, influence or attempt to influence the affairs of the Chapter 6C body;(c) the licensee is able to readily identify derivatives to which this section applies;(d) if the licensee is a foreign equivalent licensee—the entry into the derivative is covered by the licence or authorisation held by the licensee and is regulated by the overseas regulatory authority that issued the licence or authorisation.
(1) This section is made for the purposes of subsection 671AO(5) of the Act.(2) A financial services licensee or a foreign equivalent licensee that does not have a deemed economic interest in a number of securities in a Chapter 6C body because of section 16 or 17 must give the information referred to in subsection (3) to each relevant market operator for the Chapter 6C body if either of the following situations arise:(a) the licensee’s holding percentage in the Chapter 6C body would, if determined on the basis that sections 16 and 17 did not apply, increase above 20% or decrease to 20% or below;(b) both the following apply:(i) the licensee’s holding percentage in the Chapter 6C body would, if determined on the basis that sections 16 and 17 did not apply, be above 20%; and(ii) there is an increase or decrease by 1 or more percentage points from the last percentage disclosed under any of subparagraphs (3)(f)(i), (ii) and (iii).(3) The information that a licensee must give the relevant market operator is:(a) the licensee’s name and, if applicable, licence number; and(b) if applicable—a statement that the licensee does not have a deemed economic interest in a number of securities in a Chapter 6C body because of section 16; and(c) if applicable—a statement that the licensee does not have a deemed economic interest in a number of securities in a Chapter 6C body because of section 17; and(d) if applicable—a statement that the licensee does not have an offsetting short position in a number of securities in a Chapter 6C body because of subsection 671AY(4) of the Act (as notionally inserted by this instrument); and(e) information about which situation referred to in subsection (2) applies in relation to the licensee; and(f) the increase in each of the following percentages that would result if sections 16 and 17 and subsection 671AY(4) of the Act (as notionally inserted by this instrument) did not apply:(i) the licensee’s deemed physically settleable derivative-based holding percentage in the Chapter 6C body;(ii) the licensee’s deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body;(iii) the licensee’s offsetting short position percentage in the Chapter 6C body; andNote: For example, if a licensee’s deemed physically settleable derivative-based holding percentage in the Chapter 6C body were 8%, but would be 10% if sections 16 and 17 and subsection 671AY(4) of the Act did not apply, the licensee would disclose that its deemed physically settleable derivative-based holding percentage would increase by 2% if those provisions did not apply.(g) the number of securities in the Chapter 6C body that each increase in percentage in paragraph (f) relates to.(4) A licensee who must give information because of a situation referred to in subsection (2) must give the information:(a) if paragraph (b) of this subsection does not apply—within 2 business days after the situation occurs;(b) by 9.30 am on the next trading day of the relevant financial market after the situation occurs, if:(i) the bid period for a takeover bid for voting securities in the Chapter 6C body starts; and(ii) the situation occurs during the bid period.(5) Paragraph (4)(b) does not apply if the Chapter 6C body is a listed notified foreign passport fund.
Chapter 6C of the Act applies to all persons as if Chapter 6C were modified or varied by inserting after section 671AX:“671AYAdditional exclusionsMoney lending and financial accommodation (1) A person does not have an offsetting short position in a number of securities merely because of a security interest (including a negative pledge) taken or acquired by the person in the circumstances specified in paragraphs 671AL(1)(a) and (b).Nominees and other trustees(2) A person who would otherwise have an offsetting short position in a number of securities as a bare trustee does not have an offsetting short position in the number of securities if a beneficiary under the trust has an offsetting short position in the number of securities because of a presently enforceable and unconditional right of the kind referred to in section 671AV.Note: This subsection will often apply to a person who holds derivatives as a nominee.Directors of bodies corporate(3) A person does not have an offsetting short position in a number of securities merely because:(a) the person is a director of a body corporate; and(b) the body corporate has an offsetting short position in a number of those securities.Client services and market making(4) A person does not have an offsetting short position in a number of securities in a Chapter 6C body in the circumstances determined by ASIC in sections 16 to 18 of ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 (the ASIC Instrument).Note: The person will need to disclose information in relation to the offsetting short position in the circumstances specified in subparagraphs 19(2)(b)(i) and (ii) of the ASIC Instrument.Arrangements between related bodies corporate(5) Section 671AS, 671AT, 671AU or 671AV does not apply in relation to a derivative if:(a) in the case of:(i) section 671AS—the person mentioned in paragraph 671AS(1)(a); and(ii) sections 671AT, 671AU or 671AV—the first person mentioned in that section; and(b) the other person mentioned in that section; and(c) all other persons (if any) who would, apart from this section, have offsetting short positions because of the derivative;are bodies corporate that are related to each other.”.
This Part sets out requirements for registers of relevant interests. In particular, this Part specifies the form in which the register must be kept and additional information it must contain for the purposes of subsection 672DA(3) of the Act.This Part also modifies the Act to specify the form and manner in which a copy of a register of relevant interests must be provided to a person who has requested it.
In this Part:disclosure notice identifiermeans, in relation to a disclosure of information received under Part 6C.2 of the Act by the key person for a Chapter 6C body, a unique identifier for the disclosure.member identifiermeans, in relation to a disclosure of information that relates to specified disclosable securities and is received under Part 6C.2 of the Act by the key person for a Chapter 6C body, a unique identifier that corresponds to an entry in the Chapter 6C body’s register of members that identifies the member who holds the disclosable securities.Note: A unique identifier could include a combination of a member’s name and address that is unique.tracing notice response means a document received by the key person for a Chapter 6 body as a disclosure of information under Part 6C.2 of the Act.
(1) This section is made for the purposes of subsection 672DA(3) of the Act.(2) The register that the key person for a Chapter 6C body is required to keep under subsection 672DA(3) of the Act must be kept in an electronic form.Note: The key person may also keep copies of the register in additional formats.(3) For each disclosure of information received by the key person under Part 6C.2 of the Act in relation to disclosable securities in the Chapter 6C body, the register must, to the extent applicable, include:(a) if the tracing notice response for the disclosure was in electronic form—the tracing notice response; and(b) if the tracing notice response for the disclosure was not in electronic form—an electronic copy of the tracing notice response; and(c) the following information in separate data fields that are in a delimited file format:(i) the disclosure notice identifier;(ii) the date of the disclosure;(iii) the member identifier;(iv) the class of disposable securities;(v) the number of disclosable securities the subject of the disclosure;(iv) a reference that enables the tracing notice response to be readily located within the register.
Chapter 6C of the Act applies to all persons as if section 672DD were modified or varied by inserting the following after subsection 672DD(5):“(5A) Unless otherwise agreed by the person, the copy must be in the same electronic format as the register (or the part of the register) and given to the person electronically.”.
(1) Section 24 only applies to the register that the key person for a Chapter 6C body is required to keep under subsection 672DA(3) of the Act to the extent the register relates to disclosures of information made to the key person under Part 6C.2 of the Act on or after 4 December 2026.(2) Section 25 only applies in relation to a request for a copy of the register (or any part of the register) to the extent the register (or the part of the register) relates to disclosures of information made to the key person under Part 6C.2 of the Act on or after 4 December 2026.
This Part:(a) determines additional particulars that must be provided as part of substantial holding information; and(b) determines that substantial holding information does not need to be accompanied by copies of certain standard form documents that contributed to the need to provide the information; and(c) declares certain foreign requirements for the purposes of the substantial holding requirements under Part 6C.1 of the Act. Subject to various requirements being satisfied, a listed foreign body that complies with these foreign requirements does not have to comply with the substantial holding requirements in Part 6C.1 of the Act.
For the purposes of paragraph 671BB(1)(g) of the Act, the following particulars are determined in relation to a person who is required to give information under subsection 671B(3) in relation to a Chapter 6C body:(a) details of the situation referred to in subsection 671B(1) of the Act that has arisen in relation to the Chapter 6C body, including:(i) which of the situations referred to in subsection 671B(1) is applicable; and(ii) the date the situation arose; and(iii) the date (if any) of the last situation for which the person has provided information in relation to the Chapter 6C body; and(iv) the date (if any) of the previous notice in which the person has provided information under 671B(3) in relation to the Chapter 6C body;(b) the total votes attached to all voting securities in the Chapter 6C body;(c) the person’s voting power in the Chapter 6C body (determined, for the avoidance of doubt, as if section 671E of the Act applied in relation to the determination of the person’s voting power);(d) if:(i) the person has previously disclosed, or been required to disclose, under Part 6C.1 of the Act, the person’s voting power in the Chapter 6C body (determined, for the avoidance of doubt, as if section 671E of the Act applied in relation to the determination of the person’s voting power); and(ii) the voting power of the person has increased or decreased by 1 or more percentage points from the percentage the person last disclosed;the percentage point increase or decrease in voting power;(e) details of each transaction that gave rise to, or gave rise to a change in, or a change in the nature of, a relevant interest, deemed economic interest or offsetting short position of the person or any associate in voting securities of the Chapter 6C body in the following period:(i) in the case of the person beginning to have a substantial holding in the Chapter 6C body or a situation referred to in paragraph 671B(1)(b) or (d) of the Act arising—in the 4 months before the person was required to provide information under 671B(3); or(ii) otherwise—since the person was last required to provide information under 671B(3) of the Act in relation to the Chapter 6C body;(f) to the extent not required under paragraphs 671BB(1)(a) to (f) of the Act and not otherwise determined under paragraphs (a) to (e), any particulars required by a form:(i) approved by ASIC in ASIC Corporations (Substantial Holding Notice Forms Approval) Instrument 2026/595; and(ii) used by the person to give information under subsection 671B(3) of the Act.
For the purposes of paragraph 671BG(4)(a) of the Act, each of the following documents, as published at the date of this instrument, is determined:(a) International Swaps and Derivatives Association (ISDA) Master Agreement including the Schedule to the Master Agreement;(b) Futures Industry Association (FIA)—ISDA Cleared Derivatives Execution Agreement;(c) FBF Master Agreement relating to Transactions on Forward Financial Instruments;(d) DRV German Master Agreement for Financial Derivatives Transactions.
For the purposes of paragraph 671F(1)(b) of the Act, the following requirements as in force as at the date of this instrument are declared:(a) the requirements of Subpart 5 of Part 5 of the Financial Markets Conduct Act 2013 of New Zealand;(b) the requirements of DTR 5 Vote Holder and Issuer Notification Rules of the Disclosure Guidance and Transparency Rules sourcebook in the Listing, Prospectus and Disclosure module of the Financial Conduct Authority Handbook of the United Kingdom;(c) the requirements of subsections (d) and (g) of section 13 of the Securities Exchange Act 1934 of the United States of America.