Consultation response
Financial key event reporting: Reporting changes in ownership and interests: Consultation response
The consultation response on reporting changes in ownership and interests as a key event.
Contents
- Executive summary
- Introduction
- Summary of responses
-
- Proposal 1: Raising the reporting threshold for ‘operator status’ and ‘relevant persons and positions’ from 3 percent to 5 percent
- Proposal 2: Amendment to paragraph 2 of Licence Condition 15.2.1 to expand the application of ‘relevant persons’ to include shareholders, but also other entities with both direct and indirect interests in the licensee of 5 percent or more
- Proposal 3: Amendment to paragraph 3 of Licence Condition 15.2.1 to include the reporting of entering into financial agreements or arrangements with third parties and/or the receipt of financial assistance from a group company
- Proposal 4: Introduction of a new requirement for licensees to report to the Commission the details of individuals who acquire the equivalent of £50,000 or more worth of new shares in a rolling 12-month period
- Proposal 5: Amendment to the Licensing, Compliance and Enforcement Policy Statement under the Gambling Act 2005 to raise the threshold of shareholders to be listed from 3 percent to 5 percent
- Equalities considerations
- Business impacts and implementation
- Annexes
Proposal 1: Raising the reporting threshold for ‘operator status’ and ‘relevant persons and positions’ from 3 percent to 5 percent
We proposed amendment to paragraph 1 of Licence Condition 15.2.1 to raise the reporting threshold for ‘operator status’ and ‘relevant persons and positions’ from 3 percent to 5 percent.
Consultation question
To what extent do you agree with the proposed change to raise the reporting threshold at Licence Condition 15.2.1 paragraph 1 from 3 percent to 5 percent or more of direct ownership of issued share capital of the licensee or its holding company, to reflect a risk-based approach?
Respondents’ views
The majority of respondents agreed with the proposal. Comments included:
- “This proposal appears to be sensible and an improvement on the current drafting.”
- “Raising the threshold to 5% would create consistency across different regulatory frameworks, reducing complexity for companies operating in multiple jurisdictions, and with special regard to those licensees that are listed on foreign stock exchanges and may not be notified of new shareholders unless they reach at least a 5 percent shareholding.”
- “A 5% threshold would allow licensees to focus their compliance resources on monitoring and reporting significant changes that are more likely to influence the company´s control or direction.”
- “By adjusting the threshold, licensees would be able to streamline their reporting processes, reducing the administrative burden associated with tracking and reporting minor changes in share ownership.”
One argument against the proposal was that the current reporting requirement of 3 percent is a critical safeguard that ensures the Gambling Commission maintains a comprehensive understanding of the investors and that by maintaining the 3 percent threshold, operators are held to a high standard of accountability, and the Commission can maintain a clear and informed perspective on the financial activities within the gambling sector.
The consultation also asked for comments on the proposed new wording of Licence Condition 15.2.1 paragraph 1 and whether respondents could foresee any difficulties in complying with the proposed change.
Some respondents commented that the revised Licence Condition 15.2.1(1) should clearly state that publicly traded licensees need only report interests over 5 percent to the Commission once they become aware of such interests, rather than there being a positive obligation on a listed operator to monitor shareholdings that regularly fluctuate, and in relation to which it has limited visibility.
Our position
We have decided to proceed with the proposed amendment to reflect the more complex modern day global business structures of our licensees and to align better with many other jurisdictions where the reporting requirements are at a threshold of 5 percent. This is in line with the Commission’s risk-based approach to regulation and our duty to make sure our regulatory approach does not impose unnecessary regulatory burdens in upholding the licensing objectives in the Act.
We have noted concerns that publicly listed companies would face difficulties in complying because of limitations on the information available to them. However, the introductory paragraph of Licence Condition 15.2.1 states that licensees must notify the Commission of key events within five working days of the licensee “becoming aware of the event’s occurrence” and we consider this adequately addresses this concern. For the avoidance of doubt, we did not propose to change the wording of the introductory paragraph, and this wording will remain in place.
Final wording
This amendment will come into force on 19 March 2026.
Updated Licence Condition 15.2.1, paragraph 1
Any of the following applying to a licensee, any person holding a key position for a licensee, a group company or a shareholder or member of the licensee (holding 5% or more of the issued share capital of the licensee or its holding company):
- presenting of a petition for winding up
- making of a winding up order
- entering into administration or receivership
- bankruptcy (applying to individuals only)
- sequestration (applicable in Scotland), or
- an individual voluntary arrangement.
Applies to: All operating licences.
Proposal 2: Amendment to paragraph 2 of Licence Condition 15.2.1 to expand the application of ‘relevant persons’ to include shareholders, but also other entities with both direct and indirect interests in the licensee of 5 percent or more
Last updated: 18 December 2025
Show updates to this content
No changes to show.