Home FCA Handbook SSR SSR 2 SSR 2.11 Calculation of issued share capital for the purposes of calculating net short positions
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SSR 2.11 Calculation of issued share capital for the purposes of calculating net short positions

What comprises issued share capital

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For the purposes of SSR, issued share capital means the total of ordinary shares and any preference shares issued by the company but does not include convertible debt securities.

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  1. (1) For the purpose of calculating a net short position, both the numerator (the net short position in equivalent shares) and the denominator (the total issued share capital) should include all classes of issued shares, irrespective of their characteristics (common stock, preferred, treasury shares etc) and irrespective of any voting rights attached.

  2. (2) Where a company has several share classes, the total number of shares issued in each class should be taken into account and added together to calculate the company’s total issued share capital and a person’s net short position in equivalent shares. 

     

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New shares issued from a capital increase must be accounted for in the calculation of issued share capital from the day they are issued. 

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  1. (1) Changes to the issued share capital of a company with admitted shares may change a person’s net short position and trigger notification obligations under SSR 2.3.1R.
  2. (2) For example:
    1. (a) an increase in the issued share capital of a company could lead to a decrease of a person’s net short position (as expressed in accordance with SSR 2.10.1R) in that company, all other things being equal; or

    2. (b) a decrease in the issued share capital of a company could lead to an increase of a person’s net short position (as expressed in accordance with SSR 2.10.1R) in that company, all other things being equal.

       

Sources of information to be used when determining issued share capital

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  1. (1) In determining the issued share capital of a company for the purpose of calculating a net short position, a person should act reasonably having regard to publicly available information about the issued share capital.

  2. (2) For the purposes of (1), ‘publicly available information’ refers to information which is readily accessible free of charge.

     

13/07/2026G
  1. (1) For the purposes of SSR 2.11.5G, a person may use information from various sources, including:
    1. (a) the total number of voting rights and capital disclosed by companies under DTR 5.6.1R or DTR 5.6.1AR;
    2. (b) filings at Companies House (such as SH01 and SH06 filings); and
    3. (c) information provided by commercial or market data providers.

  2. (2) Where a person relies on the total number of voting rights and capital disclosed by a company under DTR 5.6.1R or DTR 5.6.1AR, the person should only use that figure where a person acting reasonably considers that the total number of voting rights and capital published under DTR 5.6.1R or DTR 5.6.1AR is a fair and reasonable representation of all of the company’s issued share capital. Where this is not the case, the person should only use the figure disclosed under DTR 5.6.1R or DTR 5.6.1AR as a source to determine the issued share capital, and not as an equivalent substitute for the issued share capital itself.