Some disclosure regimes apply differently to different types of investors. For example, the major shareholding regime in the UK applies differently depending on whether the investor is a UK Investment Manger or not. In that specific case, the thresholds for a major shareholder are lower for non-UK Investment Mangers. Rapptr distinguishes between the various applications for specific disclosure regimes via the portfolio property CompanyType. It is an important property to set as it determine which set of rules will run against the uploaded positions.
Please note that it is possible to have more than one CompanyType set for a given entity. To set more than one CompanyType, separate the values using a comma. For example:
The determination of which rules to run happens in the pre-condition of a rule, where the value of the CompanyType property is used as the input. See example below:
Major: GB - Home - Investment Manager
Major: GB - Home - Non Investment Manager
Not all disclosure regimes around the globe distinguish between different company types. The jurisdictions that do are Canada, United Kingdom, USA, Italy, South Korea and South Africa. Please find a description of the valid CompanyType values as well as the impact it has setting these.
Valid CompanyType values
CA-AMRS - Canadian Eligible Institutional Investor.
To be considered for every Entity and Portfolio. This confirms if the entity is an eligible institutional investor (EII) per Canada's rules. EIIs include (for example) Canadian financial institutions, banking or insurance entities regulated and incorporated in the United States or Japan, credit institutions licensed in France, Germany, Italy or the UK, or an investment manager licensed in Canada, Japan, the United States, France, Germany, Italy or the UK. Setting this means the entity uses the Alternative Monthly Reporting System ('AMRS') procedure and not the Early Warning Report.
UKIM - UK Investment Manager.
To be considered for every Entity. United Kingdom Investment Manager (set by default). This UK regulatory note clarifies this: http://www.fca.org.uk/your-fca/documents/ukla/ukla-technical-note-546-2
US-QII - US - Qualified Institutional Investor.
To be populated for every Entity and Portfolio. Providing the company type US-QII ensures that Rapptr applies the Major: US - 13G - QII rules. If the entity is a US Qualified Institutional Investor or equivalent, then include this value. See the US aosphere memo for detail. If neither US-QII or USPassiveInvestor are provided, Rapptr applies the 13D rule.
USPassiveInvestor - US -13G Passive Investor
To be considered for every Entity and Portfolio. This ensures Rapptr invokes the 13G Passive Investor version of the Section 13 rules. If your firm's entities are US QIIs (see above), then use the selection US-QII instead. If an entity is deemed to be a "passive investor" (defined in Section 240.13d-1(c) of the Securities Exchange Act of 1934), then include this value. See the US aosphere memo Section 1.7(b)(iii) and 7.2(c) for further detail on how to determine if your entity(s) are considered as "passive investors." If neither USPassiveInvestor or US-QII are provided, Rapptr applies the 13D rule.
ITFM - Italian Fund Manager.
To be considered for every Entity. This is to confirm the entity is equivalent to an Italian/European asset manager/financial intermediary. This would apply to a non-EU asset manager if it would be subject to similar regulations if it had been set up in Europe. See page 46 of the Italy aosphere memo.
NotZA - Not a financial institution defined specifically in South African law
To be considered for every Portfolio. This confirms the portfolio is: 1) NOT defined as (or managed by) an institution" defined precisely in Section 1.1.2(a) of the South Africa aosphere memo, and 2) NOT a Section 24(d) Person (which is "a person who buys or sells listed securities in order to: (i) give effect to a reconstruction of a company or group of companies by the issue or reallocation of shares, or a take-over or an amalgamation; or (ii) effect a change in control over management or business of the company.")
It is very likely that including this value (NotZA) would be prudent, unless you have specific portfolios or legal entities organised under these laws in South Africa (and meet the above criteria).
In very specific circumstances a non-South African financial institution could still be required to disclose under the FMA regime. It should be noted that Rapptr will not pick those specific circumstances up if NotZA is set as a CompanyType.
KRPassiveInvestor - KR - 5% Passive Investor
To be considered for every Entity and Portfolio. This ensures Rapptr invokes the Passive Investor version of the Korean 5% rule. If a top entity or portfolio is deemed to be a "passive investor" (whose equity ownership purpose is not company management), then include this value. See the Korean aosphere memo (section A.1.4), or check this guide from the Financial Supervisory Service for further details on "passive investors."
US16AExempt - Institutions or persons not deemed to be beneficial owners under section 16(a) in US
To be considered for every Entity and Portfolio. This excludes entities and portfolios from the 'Major: US - Section 16(A) - Insider - Precondition' and 'Major: US - Section 16(A) - Insider - Issuer' rules that are not deemed to be beneficial owners under section 16(a) in the US. For more information on the definition of beneficial ownership under section 16(a), please refer to A&O memo section B.1.6 or this guidance note.
PH-EligibleII - Filipino "institutional investor" who acquires securities in the ordinary course of business without a control intent
To be considered for every Entity and Portfolio. This confirms if the entity acquires securities in the ordinary course of business and is a broker, bank or other institutional investor of a type specified in SRC Rule 18.1.3 (Section 1.4 of the Philippines aosphere memo). Setting this means the entity is eligible for the less onerous ‘Short SEC Form 18-AS’ disclosure, and not the ‘Long SEC Form 18-A’.
NotJPAggExempt - applies to co-holders (in terms of the Japan regime) which are Concert parties: co-holders in this arrangement are those that have jointly agreed to transact or vote, (most likely when the parent only has a minority of the voting rights in the subsidiary). This excludes Concert Parties from the mandatory 0.1% exemption.
To be considered for every Entity. The majority of our clients are co-holders using the Controlled Undertaking structure, as opposed to the concert parties structure. Read more about the exemption at the Major: Japan rule here.