Reading the hierarchy
What each node tells you, how look-through works, and how to find one entity in a structure of forty.
Overview
A3.6 covered what the hierarchy is and why it earns its own view. This one is about reading it: what each card is telling you, what look-through actually means, and how to get to one entity in a structure of forty.
What you'll learn
What a node shows, and what the coloured bar on it means
Look-through: the number that answers "what do I really own?"
Why shareholders appear as groups
What clicking a node gives you
Finding one entity: search, filters, zoom
What a node tells you
Every card carries the same four things, in the same places.
An icon, saying what the card is: a building for a company, a trio of figures for a node standing for several shareholders.
The name, with a badge on the right for a company in the project — BidCo, ManCo, SponsorCo — in the same colours the Companies page uses. A group is named for what it is and how many it holds: Shareholders (12).
Category tags underneath, for shareholder categories. A group shows the category it stands for and any sub-categories its members hold, parent first.
The holdings. A company shows the securities it has issued and how many of each. A shareholder shows what it holds and the percentage that represents.
A coloured bar down the left edge, when something needs attention.
The bar
The bar means a KYC is outstanding, and its colour says whether anyone is on it:
Red — KYC required or KYC expired. Either nothing has been done, or a completed check has lapsed.
Blue — KYC in progress. Somebody is already on it.
No bar — nothing outstanding. Silence is the common case.
Beside the bar, the same thing in words. Where the node stands for several holders — a group, or a company answering for its register — it reads One or more KYC required; where it is a single shareholder, just KYC required.
Deliberately no figure. A group's state is drawn from the shareholder records naming that company, while its size comes from its cap table; those are two populations, and a precise-looking 3 of 12 that quietly did not add up would be worse than saying plainly that one or more need attention. What the bar tells you is where to look — the group's own list then names who.
The state covers every member, people and legal entities alike: an entity's checks are as outstanding as a person's.
A project company never carries its own bar. A BidCo or ManCo is a vehicle of the deal, not a counterparty to verify. What it shows instead is the worst state on its own register — the holders one level below it. It does not inherit from further down: if it did, one lapsed check deep in a ManCo would turn the whole chain red and tell you nothing about where to look.
Look-through
The number people actually want, and the one no cap table can give you.
A direct stake is ownership in the company immediately above: a participant holds 15% of a ManCo. A look-through stake is ownership in the top company of the structure, through every layer in between.
If a participant holds 15% of a ManCo, and that ManCo holds 40% of the BidCo, the participant's look-through stake in the BidCo is 15% × 40% = 6%. That is their real economic exposure to the platform company.
Three things worth knowing:
It adds up across routes. An entity holding the BidCo both directly and through a ManCo has both counted. The drawer's Chain tab shows each route separately and then the combined total.
Very small is not zero. A stake diluted through several layers can fall below a hundredth of a percent. Those read <0.01%, never
0.00%— because holding a little is a different statement from holding nothing.It is computed from what is recorded. A holding that was never entered does not appear in it.
Shareholders are grouped
A ManCo can have two hundred holders. Drawn one card each, the picture stops being readable.
So shareholders are grouped by their category — one node per top-level category, labelled Shareholders (12). Sub-categories roll up into their parent, so a project's groups stay as few as its top-level categories.
Everyone with no category at all is grouped together, in a node of their own.
A group is a cohort, not a type: the managers of a ManCo are one node whether they hold in their own name or through a holding company, and the group's list names both. The kind of each member — person or legal entity — is on its row.
The project's own companies are never grouped. A BidCo, a ManCo, a SponsorCo stays its own node: the structure's edges come from them, so folding one away would break the diagram rather than simplify it.
To see the shareholders inside a group, select it — see below.
Selecting a node
Click any node and two things happen.
On the diagram, the chain it belongs to is highlighted — what holds it, and what it holds — and everything else fades. That is the fastest way to see how one entity connects to the top of the structure.
On the right, a drawer opens with the detail the picture cannot hold. Four figures at the top:
Direct stake | ownership in the company immediately above |
Look-through | ownership in the top company, through every layer |
Shares held | the total, with the securities listed |
Own shareholders / Holds in | how many hold this entity, or how many companies it holds |
Own shareholders counts shareholders, not rows. A ManCo whose register is three groups of eleven, five and two reads 18, not 3.
Then up to three tabs:
Position — what this entity holds, by security, with the percentage of each class. Where it holds in several companies, one table per company.
Chain — every route from this entity to the top company, step by step with the running stake, and the combined total where there is more than one route.
Shareholders — who holds this entity, named. On a company you get its register twice over: the summary rows first — one per holder, one per group, each labelled with the category it stands for so a register of several groups still reads — and then every shareholder behind those groups, listed individually. On a group, the shareholders in it. Either way the names arrive as soon as you select the node, ranked by shares, people and legal entities together with each row saying which it is. Rows carry the same bars as the nodes, with a legend, so you can see which members are the ones needing a KYC.
A holder of nothing is not a holder. A shareholder whose position nets to zero — sold out, or entered and never subscribed — is left out of the group, its count and its list, exactly as the cap table leaves it out.
Getting to the underlying pages
At the bottom of the drawer, three links leave the diagram for the page that owns the detail:
Open the company — the company's own record
Open the Cap Table — ownership within that company, in full
Open the shareholders — the shareholder list
There is also Trace the chain, which highlights the full route to the top company on the diagram without leaving it.
Finding one entity
Search matches the project's companies by name, and every grouped shareholder by name too — people and legal entities alike — offering what it finds as you type. Picking one selects the group they sit in and opens the drawer at their row, so you do not have to know which group that was.
Filters narrow the picture rather than searching it. You can filter by shareholder category, security type, company category, shareholder type — company or person — and by a minimum look-through stake, which is the quickest way to strip a structure down to the holdings that matter. Hide filtered nodes removes what is excluded instead of only fading it.
One thing to expect from the shareholder type filter: a group holds people and legal entities together, so neither value can honestly exclude it — groups stay whichever you pick, and the filter acts on the named nodes. Filter by shareholder category to narrow which groups you are looking at.
Filters and search are different tools: search finds one thing, filters change what the whole diagram contains.
Zoom is the group of three at the top right: out, in, and Fit to bring the whole structure back into view. On a structure bigger than the screen, a minimap appears bottom-left — drag its rectangle to move around, and note that nodes needing attention keep their colour there, so a problem off-screen is still visible.
The diagram is also keyboard-navigable: tab to it, then arrow keys move between entities along the ownership — down to the largest holder, up to what an entity holds, left and right between entities holding the same company. Enter opens the drawer, Escape closes it.
Common problems
A shareholder you expected is not there. Holdings that net to zero are not holdings. Someone who subscribed and later transferred everything away holds nothing, and the diagram shows holders.
A percentage looks too small to be right. Check whether it reads <0.01%. That is a real holding below a hundredth of a percent, not a rounding error.
A group's category tags do not match what you set. Tags on a group describe its members. A member's category from another top-level branch is not shown, because naming it would say the group is something it is not — filtering still matches it.
A group's shareholders will not expand. The list loads on demand. If it fails, the drawer says so and offers to try again.
Related
A3.6 — Project hierarchy · what the view is and when to reach for it
A5.1 — Reading the cap table · ownership within a single company
A4.x — Shareholder categories · the categories that drive the grouping
