Inform Direct calculates shareholding percentages for existing companies whenever changes are made, or if manually prompted using the "Review PSCs" button under the "PSC" tab.
When incorporating a company or changing share structure, the impact on who would now become a PSC should be considered. If the shareholdings do not match the PSC control reasons, Inform Direct will show the percentage of shares held to assist with identifying the PSCs/RLEs.
For full details of PSCs & RLEs, please see our blogs below:
When a new share position is confirmed, Inform Direct will check to see if the percentage of shares held matches the current PSC/RLE data.
If there is a discrepancy between the shares held and the current PSC information, the software will show the current classes and share percentages held to help identify the correct PSCs.
Please note: The ownership percentage shown in the PSC review tool is based on total shares held across all classes. If your company has multiple share classes with different voting rights, you will need to calculate voting control percentages separately.
This prompt can appear when completing the below actions:
- Incorporating a company - Please see the bottom of this article for details of an incorporation PSC prompt.
-
Completing a share reorganisation on an existing company, such as the examples listed below:
- Transferring shares
- Allotting shares
- Cancelling shares (purchase and cancellation or share capital reduction)
- Redeeming shares
Completing a share reorganisation on an existing company:
The below screenshot displays the prompt which will appear following a share reorganisation which could impact the percentage of shares held if a discrepancy is identified.
The Review/update button is recommended, this allows you to view the share percentages held. However, if there are other transactions to complete you can select Return to shareholders and opt only to review the position after the final transaction is done.
Selecting Review/update will display the list of current shareholders. To help with identifying updates a required, it also helps to highlight the below:
- Whether they are already listed as PSC. The left-hand column displays a PSC icon if they are currently listed as on within the company.
- The share class, this is important as certain classes may not have voting rights. We recommend reviewing the prescribed particulars of classes separately to this page to clarify whether greater than 25% of voting rights are held.
- The number of shares held in each class and in total number held.
- The percentage of the total shares held in the company, which directly correlates to becoming a PSC (or RLE, if appropriate).
- The current control reasons (if a PSC).
The Actions column on the right-hand side of the page contains a yellow pencil, this can be used to make any required updates.
If somebody is not yet listed as a PSC, but you identify that the percentage of shares held now meets the criteria, selecting the yellow pencil allows you to 'Add as PSC'.
Should you identify that a current PSC no longer meets the criteria, or the control reasons need adjusting, the yellow pencil under actions will allow you to 'Edit PSC control reasons' or to 'Remove as PSC'.
Incorporations:
Should an incorporation have different share percentages held compared to the proposed PSCs, Inform Direct will raise a warning.
For example, if the new company does not have any PSCs listed, the below tick-box will appear to help with highlighting that one might need to be considered.
Upon continuing to People complete, if a discrepancy appears between the percentage of shares held and the PSC control reasons, a follow-up check is completed by Inform Direct to help with highlighting if updates are required.
You are then given the options to confirm PSC details are correct or to Amend PSCs.
Spot check:
The PSCs tab also contains a Review PSCs button, allowing you to view the current shareholdings and PSCs at any time. Please see where to locate this button below.