Commission Delegated Regulation (EU) 2025/413 of 18 December 2024 supplementing Regulation (EU) 2023/1114
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Outline, 13 provisions
art_1 art_2 art_3 art_4 art_5 art_6 art_7 art_8 art_9 art_10 art_11 art_12 art_13
art_1
#art_1
Article 1
- Where the proposed acquirer is a natural person, the proposed acquirer shall provide to the competent authority of the target entity the following identification information:
| (a) | all the following personal details:(i)name and, if different, name at birth;(ii)the date and place of birth;(iii)nationality or nationalities;(iv)personal national identification number, where available;(v)current place of residence, address and contact details, and any other place of residence in the past 10 years;(vi)a copy of an official identity document;(vii)the name and contact details of the principal professional adviser, if any, used to prepare the notification; |
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| (i) | name and, if different, name at birth; |
| (ii) | the date and place of birth; |
| (iii) | nationality or nationalities; |
| (iv) | personal national identification number, where available; |
| (v) | current place of residence, address and contact details, and any other place of residence in the past 10 years; |
| (vi) | a copy of an official identity document; |
| (vii) | the name and contact details of the principal professional adviser, if any, used to prepare the notification; |
| (b) | a detailed curriculum vitae, stating the relevant education and training, and any professional experience in managing holdings in companies, any management experience, any professional activities or other relevant functions currently performed, and any previous professional experience relevant to financial services, crypto-assets or other digital assets, distributed ledger technology (DLT), information technology, cybersecurity, and digital innovation. |
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- Where the proposed acquirer is a legal person, the proposed acquirer shall provide to the competent authority of the target entity the following information:
| (a) | name of the legal person; |
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| (b) | the name and contact details of the principal professional adviser, if any, used to prepare the notification; |
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| (c) | where the legal person is registered in a national business register referred to in Article 16 of Directive (EU) 2017/1132 of the European Parliament and of the Council (7), the name of the register in which that legal person is registered, the registration number or an equivalent means of identification in that register and a copy of the registration certificate; |
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| (d) | an identifier as referred to in Article 14 of the Commission Delegated Regulation establishing technical standards adopted pursuant to Article 68(10), first subparagraph, point (b), of Regulation (EU) 2023/1114; |
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| (e) | the addresses of the registered office of the legal person and, where different, of its head office, and principal place of business; |
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| (f) | contact details of the person within the proposed acquirer to contact regarding the notification; |
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| (g) | corporate documents or agreements governing the legal person and a summary explanation of the main legal features of the legal form of the legal person, and an up-to-date overview of its business activity; |
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| (h) | whether the legal person has ever been or is regulated by a competent authority in the financial services sector or other government body and the name of such competent authority or other government body; |
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| (i) | where the legal person is an obliged entity as referred to in Article 2 of Directive (EU) 2015/849 of the European Parliament and of the Council (8), the applicable anti-money laundering and counter terrorist-financing policies and procedures; |
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| (j) | a complete list of the persons that effectively direct the business of the proposed acquirer and, in respect of each such person, the name, date and place of birth, address, contact details, a copy of the official identity document, the national identification number where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assets or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c); |
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| (k) | the identity of all persons that are ultimate beneficial owners of the legal persons within the meaning of Article 3(6), points (a)(i) or Article 3(6), point (c), of Directive (EU) 2015/849, and in respect of each such person, the name, date and place of birth, address, contact details, and, where available, the national identification number, together with the information referred to in Article 2(1), points (a) to (c) of this Regulation. |
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For legal persons under the scope of Directive (EU) 2017/1132, the information under points (a) and (e) shall match the one filed in the national business register referred to in Article 16 of Directive (EU) 2017/1132.
- Where the proposed acquirer is a trust, the proposed acquirer shall provide to the competent authority of the target entity the following information:
| (a) | the identity of all trustees who manage assets under the terms of the trust document, including in respect of each such person, the date and place of birth, address, contact details, a copy of the official identity document, the national identification number, where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assets or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c); |
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| (b) | the identity of each person who is a settlor, a beneficiary or a protector (where applicable) of the trust property, including the date and place of birth, address, contact details, copy of the official identity document, and, where applicable, their respective shares in the distribution of income generated by the trust property; |
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| (c) | a copy of any document establishing and governing the trust; |
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| (d) | a description of the main legal features of the trust and its functioning, and an up-to-date overview of its business activity, and type and value of the trust property; |
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| (e) | a description of the investment policy of the trust and possible restrictions on investments, including information on the factors influencing investment decisions and the exit strategy in relation to the issuer of asset-referenced tokens; |
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| (f) | the information referred to in paragraph 2, point (i). |
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- Where the proposed acquirer is an alternative investment fund (AIF) within the meaning of Article 4(1), point (a), of Directive 2011/61/EU, or an undertaking for collective investment in transferable securities (UCITS) authorised in accordance with Article 5 of Directive 2009/65/EC, its alternative investment fund manager (AIFM) or the AIF in the case of an internally-managed AIF, or its UCITS management company or the UCITS investment company in the case of a self-managed UCITS, shall provide to the competent authority of the target entity the following information:
| (a) | details of the investment policy and any restrictions on investments, including information on the factors influencing investment decisions, and of exit strategies; |
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| (b) | the identity and position of the persons responsible, whether individually or as a committee, for determining and making the investment decisions for the AIF or UCITS, and a copy of any contract in case of delegation of portfolio management to a third party or, where applicable, terms of reference of the committee, and for each such person, the date and place of birth, address, contact details, a copy of their official identity document, the national identification number, where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, together with the information referred to in Article 2(1), points (a) to (c); |
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| (c) | the information referred to in paragraph 2, point (i); |
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| (d) | a description of the performance of qualifying holdings previously acquired by the AIFM or UCITS management company on behalf of the AIFs or UCITS they manage or by the AIF or self-managed UCITS investment company in the last 3 years in other similar firms or in firms providing services in relation to crypto-assets or issuing crypto-assets, indicating whether the acquisition of such qualifying holdings was approved by a competent authority and, if so, the identity of that competent authority. |
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- Where the proposed acquirer is a sovereign wealth fund, the proposed acquirer shall provide the competent authority of the target entity with the following information:
| (a) | the name of the ministry, government department or other public body in charge of determining the investment policy of the sovereign wealth fund; |
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| (b) | details of the investment policy of the sovereign wealth fund and any restrictions on investment; |
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| (c) | the names and positions of the persons in high-level administrative position in the ministry, government department or other public body that are in charge of determining the investment policy and that are responsible for making the investment decisions for the sovereign wealth fund, and for each such person the date and place of birth, address, contact details, a copy of the official identity document, the national identification number where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assets or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c); |
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| (d) | details of any influence exerted by the ministry, government department or other public body referred to in point (a) on the day-to-day operations of the sovereign wealth fund; |
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| (e) | the information referred to in paragraph 2, point (i), where applicable. |
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art_2
#art_2
Article 2
- In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall provide to the competent authority of the target entity all of the following:
| (a) | in respect of the proposed acquirer and of any undertaking directed or controlled by the proposed acquirer over the last 10 years, a statement containing the following information:(i)subject to national legislative requirements concerning the disclosure of spent convictions, information on the absence of any criminal convictions or criminal proceedings where that person has been found against and which were not set aside;(ii)information about any civil or administrative decisions concerning that person that are relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token, and any administrative sanctions or measures that were imposed as a consequence of a breach of laws or regulations, including disqualification as a company director, in each case which was not set aside and against which no appeal is pending or may be filed, and of criminal convictions in respect of which information shall also be provided for rulings still subject to appeal;(iii)any bankruptcy, insolvency or similar procedures;(iv)any pending criminal investigations or procedures, including relating to precautionary measures;(v)any civil, administrative investigations, enforcement proceedings, sanctions or other enforcement decisions against the person concerning matters which may reasonably be considered to be relevant to the assessment of the acquisition of the qualifying holding in the issuer of asset-referenced tokens;(vi)any refusal of registration, authorisation, membership or licence to carry out trade, business or a profession;(vii)any withdrawal, revocation or termination of a registration, authorisation, membership or licence to carry out a trade, business or a profession;(viii)any expulsion by a regulatory or government body or by a professional body or association;(ix)any position of responsibility within an entity subject to any criminal conviction or civil or administrative penalty or other civil or administrative measure that is relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token taken by any authority or any on-going investigation, in each case for conduct failings, including in respect of fraud, dishonesty, corruption, money laundering, terrorist financing or other financial crime or of failure to put in place adequate policies and procedures to prevent such events, held at the time when the alleged conduct occurred, together with details of such occurrences and of the involvement, if any, in them;(x)any dismissal from employment or a position of trust, any removal from a fiduciary relationship, save as a result of the relationship concerned coming to an end by passage of time, and any similar situation; |
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| (i) | subject to national legislative requirements concerning the disclosure of spent convictions, information on the absence of any criminal convictions or criminal proceedings where that person has been found against and which were not set aside; |
| (ii) | information about any civil or administrative decisions concerning that person that are relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token, and any administrative sanctions or measures that were imposed as a consequence of a breach of laws or regulations, including disqualification as a company director, in each case which was not set aside and against which no appeal is pending or may be filed, and of criminal convictions in respect of which information shall also be provided for rulings still subject to appeal; |
| (iii) | any bankruptcy, insolvency or similar procedures; |
| (iv) | any pending criminal investigations or procedures, including relating to precautionary measures; |
| (v) | any civil, administrative investigations, enforcement proceedings, sanctions or other enforcement decisions against the person concerning matters which may reasonably be considered to be relevant to the assessment of the acquisition of the qualifying holding in the issuer of asset-referenced tokens; |
| (vi) | any refusal of registration, authorisation, membership or licence to carry out trade, business or a profession; |
| (vii) | any withdrawal, revocation or termination of a registration, authorisation, membership or licence to carry out a trade, business or a profession; |
| (viii) | any expulsion by a regulatory or government body or by a professional body or association; |
| (ix) | any position of responsibility within an entity subject to any criminal conviction or civil or administrative penalty or other civil or administrative measure that is relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token taken by any authority or any on-going investigation, in each case for conduct failings, including in respect of fraud, dishonesty, corruption, money laundering, terrorist financing or other financial crime or of failure to put in place adequate policies and procedures to prevent such events, held at the time when the alleged conduct occurred, together with details of such occurrences and of the involvement, if any, in them; |
| (x) | any dismissal from employment or a position of trust, any removal from a fiduciary relationship, save as a result of the relationship concerned coming to an end by passage of time, and any similar situation; |
| (b) | where such documents exist, an official certificate or any other equivalent document, or where such documents do not exist, any reliable source of information, concerning the absence of any of the events referred to in point (a), points (i) to (v) in respect of that person; |
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| (c) | where another supervisory authority has already assessed the person concerned, the identity of that authority, the date of that assessment and evidence of the outcome of that assessment; |
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| (d) | information on the current financial position of the person, including details concerning sources of revenues, assets and liabilities, security interests and guarantees, whether granted or received; |
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| (e) | a description of the current business activities of the person and of any undertaking which the person directs or controls; |
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| (f) | financial information, including credit ratings and publicly available reports on any undertakings directed or controlled by the person. |
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For the purposes of point (b), official records, certificates and documents shall have been issued within 3 months before the submission of the notification.
- In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall also provide to the competent authority of the target entity all of the following:
| (a) | a description of the financial interests of the person, and of any non-financial interests of the person with any of the following natural or legal persons:(i)any other current shareholder or member of the target entity;(ii)any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:(1)voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned;(2)voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned;(3)voting rights attached to shares that are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising those voting rights;(4)voting rights attached to shares in which that person has the life interest;(5)voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;(6)voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;(7)voting rights held by a third party in its own name on behalf of that person;(8)voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;(iii)any person that is a member of the management body of the target entity;(iv)the target entity itself or any other member of its group; |
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| (i) | any other current shareholder or member of the target entity; |
| (ii) | any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:(1)voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned;(2)voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned;(3)voting rights attached to shares that are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising those voting rights;(4)voting rights attached to shares in which that person has the life interest;(5)voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;(6)voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;(7)voting rights held by a third party in its own name on behalf of that person;(8)voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders; |
| (1) | voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned; |
| (2) | voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned; |
| (3) | voting rights attached to shares that are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising those voting rights; |
| (4) | voting rights attached to shares in which that person has the life interest; |
| (5) | voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person; |
| (6) | voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders; |
| (7) | voting rights held by a third party in its own name on behalf of that person; |
| (8) | voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders; |
| (iii) | any person that is a member of the management body of the target entity; |
| (iv) | the target entity itself or any other member of its group; |
| (b) | to the extent any conflict of interest arises from the relationships referred to in point (a), proposed methods for managing such conflict; |
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| (c) | a description of any links to politically exposed persons within the meaning of Article 3(9) of Directive (EU) 2015/849; |
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| (d) | any other interests or activities of the person that may be in conflict with those of the target entity and proposed methods for managing those conflicts of interest. |
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For the purposes of point (a), credit operations, guarantees and security interests, whether granted or received, including relating to crypto-assets or other digital assets, shall be deemed to be part of financial interests, whereas family or close relationships shall be deemed to be part of non-financial interests.
art_3
#art_3
Article 3
- In addition to the information referred to in Article 1(2), the proposed acquirer that is a legal person shall also provide to the competent authority of the target entity all of the following:
| (a) | the information referred to in:(i)Article 2(1), points (a)(i) to (a)(x) and point (b),in relation to the legal person and any undertaking under the legal person’s control;(ii)Article 2(1), point (c) in relation to the legal person itself;(iii)Article 2(1), point (e) in relation to the legal person itself;(iv)Article 2(1), point (f) in relation to the legal person itself, any member of the management body in their executive function of the legal person or any undertaking under the legal person’s control; |
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| (i) | Article 2(1), points (a)(i) to (a)(x) and point (b),in relation to the legal person and any undertaking under the legal person’s control; |
| (ii) | Article 2(1), point (c) in relation to the legal person itself; |
| (iii) | Article 2(1), point (e) in relation to the legal person itself; |
| (iv) | Article 2(1), point (f) in relation to the legal person itself, any member of the management body in their executive function of the legal person or any undertaking under the legal person’s control; |
| (b) | a description of financial interests and non-financial interests or relationships of the proposed acquirer, or, where applicable, the group to which the proposed acquirer belongs, and the persons that effectively direct its business with:(i)any other current shareholder or member of the target entity;(ii)any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:(1)voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned;(2)voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned;(3)voting rights attached to shares that are lodged as collateral with that person, provided the person or entity controls the voting rights and declares its intention of exercising those voting rights;(4)voting rights attached to shares in which that person has the life interest;(5)voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;(6)voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;(7)voting rights held by a third party in its own name on behalf of that person;(8)voting rights which that person may exercise as a proxy where the person can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;(iii)any politically exposed person within the meaning of Article 3, point (9), of Directive (EU) 2015/849;(iv)any person that is, according to national legislation, a member of the administrative, management or supervisory body, or of the senior management of the target entity;(v)the target entity itself or any other member of its group; |
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| (i) | any other current shareholder or member of the target entity; |
| (ii) | any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:(1)voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned;(2)voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned;(3)voting rights attached to shares that are lodged as collateral with that person, provided the person or entity controls the voting rights and declares its intention of exercising those voting rights;(4)voting rights attached to shares in which that person has the life interest;(5)voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;(6)voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;(7)voting rights held by a third party in its own name on behalf of that person;(8)voting rights which that person may exercise as a proxy where the person can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders; |
| (1) | voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned; |
| (2) | voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned; |
| (3) | voting rights attached to shares that are lodged as collateral with that person, provided the person or entity controls the voting rights and declares its intention of exercising those voting rights; |
| (4) | voting rights attached to shares in which that person has the life interest; |
| (5) | voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person; |
| (6) | voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders; |
| (7) | voting rights held by a third party in its own name on behalf of that person; |
| (8) | voting rights which that person may exercise as a proxy where the person can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders; |
| (iii) | any politically exposed person within the meaning of Article 3, point (9), of Directive (EU) 2015/849; |
| (iv) | any person that is, according to national legislation, a member of the administrative, management or supervisory body, or of the senior management of the target entity; |
| (v) | the target entity itself or any other member of its group; |
| (c) | to the extent any conflict of interest arises from the relationships referred to in point (b), proposed methods for managing such conflicts; |
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| (d) | information on any other interests or activities of the proposed acquirer that may be in conflict with interests or activities of the target entity and possible solutions for managing those conflicts of interest; |
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| (e) | the shareholding structure of the proposed acquirer, with the identity of all shareholders exerting significant influence and their respective share of capital and voting rights including information on any shareholders agreements; |
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| (f) | where the proposed acquirer is part of a group, as a subsidiary or as a parent company, a detailed organisational chart of the group structure and information on the share of capital and voting rights of shareholders with significant influence of the entities of the group and on the activities currently performed by the entities of the group; |
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| (g) | where the proposed acquirer is part of a group as a subsidiary or as the parent company, information on the relationships between the financial and the non-financial entities of the group; |
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| (h) | identification of any credit institution, payment institution or e-money institution, assurance, insurance or re-insurance undertaking, collective investment undertakings and their managers or investment firm within the group, and the names of the relevant supervisory authorities; |
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| (i) | annual financial statements, at individual level and, where applicable, at consolidated and sub-consolidated levels, for the last 3 financial years, where the legal person has been in operation for that period, or such shorter period for which the legal person has been in operation and financial statements were prepared. |
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For the purposes of point (b), credit operations, guarantees and security interests, whether granted or received, including relating to crypto-assets or other digital assets, shall be deemed to be part of financial interests, whereas family or close relationships shall be deemed to be part of non-financial interests.
- The proposed acquirer shall submit annual financial statements referred to in paragraph 1, point (i), including each of the following items, and where applicable approved by the statutory auditor or audit firm within the meaning of Article 2, points (2) and (3), respectively, of Directive 2006/43/EC of the European Parliament and of the Council (9):
| (a) | the balance sheet; |
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| (b) | the profit and loss accounts or income statements; |
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| (c) | the annual reports and financial annexes and any other documents registered with the registry or competent authority of the legal person; |
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| (d) | where the proposed acquirer is a newly set-up legal person or entity, in the absence of any financial statements, an updated summary as close as possible to the date of notification, of the financial situation of the proposed acquirer, as well as the financial forecasts for the next 3 years, and the planning assumptions used in base case and stress scenario. |
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- The proposed acquirer that is a legal person and has its head office in a third country shall, in addition to the information referred to in paragraph 1, provide to the competent authority of the target entity all of the following information:
| (a) | where the legal person is supervised by an authority of a third country in the financial services sector:(i)a certificate of good standing, or equivalent where not available, from such third country authority in relation to the legal person;(ii)where that authority issues such declarations, the declaration that there are no obstacles or limitations to the provision of information necessary for the supervision of the target entity; |
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| (i) | a certificate of good standing, or equivalent where not available, from such third country authority in relation to the legal person; |
| (ii) | where that authority issues such declarations, the declaration that there are no obstacles or limitations to the provision of information necessary for the supervision of the target entity; |
| (b) | general information about the regulatory regime of that third country as applicable to the legal person, including information on the extent to which the third country’s anti-money laundering and counter-terrorist financing regime is consistent with the recommendations of the Financial Action Task Force. |
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art_4
#art_4
Article 4
- Where a proposed acquirer intends to acquire, directly or indirectly, control over an existing holder of a qualifying holding in a target entity, irrespective of whether such existing holding is direct or indirect; or controls, directly or indirectly the proposed direct acquirer of a qualifying holding in a target entity, it shall submit the following:
| (a) | where the proposed acquirer is a natural person, the information referred to in Article 1(1), in Articles 2, 6 and 8, and in Articles 9, 10 or 11, as applicable; |
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| (b) | where the proposed acquirer is a legal person, the information referred to in Article 1(2) to (5), as applicable, in Articles 3, 6 and 8, and in Articles 9, 10 or 11, as applicable. |
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Where the proposed acquirer does not meet the conditions set out in paragraph 1, the proposed acquirer shall submit the information set out in paragraph 3, points (a) and (b), where the percentages of the holdings across the corporate chain, starting from the qualifying holding held directly in the target entity, multiplied per the holding in the level immediately above in the corporate chain results in a qualifying holding of 10 % or more. The multiplication shall be applied up the corporate chain for so long as the result of the multiplication is 10 % or more.
Where the proposed acquirer controls a natural or legal person holding a qualifying holding in accordance with paragraph 2, the proposed acquirer shall submit the following:
| (a) | where the proposed acquirer is a natural person, the information referred to in Article 1(1), Article 2, points (a), (b) to (f) and (h), Article 6, points (a) to (f), and in Article 8; |
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| (b) | where the proposed acquirer is a legal person, the information referred to in Article 1(2), (3), (4) or (5), Article 3(1), point (a), points (i) to (iv), Article 3(1), point (b), point (iii), Article 3(1), points (f) to (i), Article 3(2) and (3), Article 6, points (a) to (f), and in Article 8. |
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art_5
#art_5
Article 5
Where the proposed acquirer intends to appoint one or more members of the management body of the target entity, the notification shall contain all the information referred to in Article 7 of the Commission Delegated Regulation establishing regulatory technical standards adopted pursuant to Article 18(6) of Regulation (EU) 2023/1114.
art_6
#art_6
Article 6
In relation to the proposed acquisition, the proposed acquirer shall provide to the competent authority of the target entity the following information:
| (a) | identification of the target entity; |
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| (b) | details of the proposed acquirer’s intentions with respect to the proposed acquisition, including strategic investment or portfolio investment; |
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| (c) | information on the shares of the target entity owned, or intended to be owned, by the proposed acquirer before and after the proposed acquisition, including:(i)the number and type of shares, and the nominal value of such shares;(ii)the share of the overall capital of the target entity that the shares represent before and after the proposed acquisition;(iii)the share of the overall voting rights of the target entity that the shares represent before and after the proposed acquisition, if different from the share of capital of the target entity;(iv)the market value, in euro and in local currency, of the shares of the target entity before and after the proposed acquisition; |
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| (i) | the number and type of shares, and the nominal value of such shares; |
| (ii) | the share of the overall capital of the target entity that the shares represent before and after the proposed acquisition; |
| (iii) | the share of the overall voting rights of the target entity that the shares represent before and after the proposed acquisition, if different from the share of capital of the target entity; |
| (iv) | the market value, in euro and in local currency, of the shares of the target entity before and after the proposed acquisition; |
| (d) | any action in concert with other parties, including the contribution of those other parties to the financing of the proposed acquisition, the means of participation in the financial arrangements in relation to the proposed acquisition and future organisational arrangements of the proposed acquisition; |
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| (e) | the content of intended shareholder’s agreements with other shareholders in relation to the target entity; |
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| (f) | the proposed acquisition price and the criteria used when determining such price and, where different from the market value, an explanation of such difference; |
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| (g) | where available, copy of the contract of acquisition. |
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art_7
#art_7
Article 7
The proposed acquirer that is a legal person shall provide to the competent authority of the target entity an analysis of the scope of consolidated supervision of the group which the target entity would belong to after the proposed acquisition. That analysis shall include information about which group entities would be included in the scope of consolidated supervision requirements after the proposed acquisition and at which levels within the group those requirements would apply on a full or sub-consolidated basis.
The proposed acquirer shall also provide to the competent authority of the target entity an analysis of the impact of the proposed acquisition on the ability of the target entity to continue to provide timely and accurate information to its competent authority, including as a result of close links of the proposed acquirer with the target entity.
art_8
#art_8
Article 8
- The proposed acquirer shall provide to the competent authority of the target entity a detailed explanation of the specific sources of funding for the proposed acquisition, including:
| (a) | detailed description of the activity that generated the funds and assets for the acquisition, supported by relevant documents, including financial statements, bank statements, tax statements and any other document or information providing evidence to the competent authority that no money laundering or terrorist financing is attempted through the proposed acquisition; |
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| (b) | details on any assets, including any crypto-assets, that are to be sold to help finance the proposed acquisition, including conditions of sale, price, appraisal and details about the characteristics of those assets, including information on when, how and from whom those assets were acquired; |
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| (c) | details on access to capital sources and financial markets including details of financial instruments to be issued; |
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| (d) | where the funds used for the acquisition of the holding have been borrowed, information on the use of borrowed funds, including the name of relevant lenders and details of the facilities granted, including maturities, terms, pledges and guarantees, and information on the source of revenue to be used to repay such loans; |
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| (e) | details on the means of payment for the proposed acquisition and the network used to transfer funds other than e-money tokens; |
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| (f) | details of any crypto-assets and related DLT used to acquire the holding, of any wallet, including the nature or type of wallet, whether it is custodial or non-custodial, where the crypto-assets used or exchanged into official currency to acquire the holding, or the means of access to such crypto-assets, were stored, of the crypto-asset service providers used, and of the distributed ledger addresses or accounts of the originator and of the beneficiary; |
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| (g) | information on any financial arrangement with other persons that are or will be shareholders of the target entity. |
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For the purposes of point (d), where the lender is not a credit institution or a financial institution authorised to grant credit, the proposed acquirer shall provide comprehensive information and supporting evidence on the origin of the funds borrowed including, the lender’s activity, legal form and place of residence, and any contractual clause empowering the lender to give instructions to the borrower about the qualifying holding.
- The proposed acquirer that is a trust shall submit to the competent authority of the target entity information on the method of financing the trust and resources ensuring the financial soundness of the trust to support the issuer of asset-referenced tokens.
art_9
#art_9
Article 9
Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of up to 20 %, the proposed acquirer shall submit to the competent authority of the target entity a document on the strategy containing, where relevant, the following information:
| (a) | the strategy of the proposed acquirer regarding the proposed acquisition, including the period for which the proposed acquirer intends to hold its shareholding after the proposed acquisition and any intention of the proposed acquirer to increase, reduce or maintain the level of its shareholding in the foreseeable future; |
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| (b) | an indication of the intentions of the proposed acquirer towards the target entity, and in particular whether or not the proposed acquirer intends to act as an active minority shareholder, and the rationale for that action; |
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| (c) | information on the financial position of the proposed acquirer and its willingness to support the target entity with additional financing if needed for the development of its activities or in case of financial difficulties. |
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art_10
#art_10
Article 10
- Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of more than 20 % and up to 50 %, the proposed acquirer shall submit to the competent authority of the target entity a document on the strategy containing, where relevant, the following information:
| (a) | all the information requested pursuant to Article 9; |
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| (b) | details on the influence that the proposed acquirer intends to exercise on the financial position, including dividend policy, the strategic development, and the allocation of resources of the target entity; |
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| (c) | a description of the proposed acquirer’s intentions and strategy towards the target entity, covering all the elements referred to in Article 11(2) with a level of detail proportionate to the influence in the target entity stemming from the acquisition. |
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- The information referred to in paragraph 1 shall also be provided to the competent authority of the target entity by any proposed acquirer referred to in Article 9 where the influence exercised by the shareholding of the proposed acquirer, based on the assessment of the shareholding of the target entity, would be equivalent to the influence exercised by shareholdings of more than 20 % and up to 50 %.
art_11
#art_11
Article 11
- Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of more than 50 %, or the target entity becoming its subsidiary, the proposed acquirer shall submit to the competent authority of the target entity a three-year time horizon business plan. That plan shall comprise:
| (a) | a strategic development plan; |
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| (b) | estimated financial statements of the target entity; |
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| (c) | the impact of the acquisition on the corporate governance and general organisational structure of the target entity. |
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- The strategic development plan referred to in paragraph 1, point (a), shall indicate, in general terms, the main goals of the proposed acquisition and the main ways for achieving those goals, including:
| (a) | the overall aim of the proposed acquisition; |
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| (b) | financial goals which may be stated in terms of return on equity, cost/benefit ratio, earnings per share, or in other terms as appropriate; |
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| (c) | the possible redirection of activities, products, targeted customers and the possible reallocation of funds or resources expected to impact on the target entity; |
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| (d) | general processes for including and integrating the target entity in the group structure of the proposed acquirer, including a description of the main interactions to be pursued with other companies in the group, and a description of the policies governing intra-group relations. |
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For the purposes of point (d), for proposed acquirers authorised and supervised in the Union, information about the particular departments within the group structure which are affected by the transaction shall be sufficient.
- The estimated financial statements of the target entity referred to in paragraph 1, point (b), shall, on both an individual and, where applicable, a consolidated basis, for a period of 3 years, include the following:
| (a) | a forecast balance sheet and income statement; |
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| (b) | forecast prudential capital requirements and reserve of assets; |
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| (c) | information on forecasted level of risk exposures including market, operational, including cyber and fraud, credit and environmental risks, and other relevant risks; |
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| (d) | a forecast of intra-group transactions. |
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- The impact of the acquisition on the corporate governance and general organisational structure of the target entity referred to in paragraph 1, point (c), shall include the impact on:
| (a) | the composition and duties of the members of the management body, and where applicable, the main committees created by such decision-taking body including information concerning the persons that will be appointed as members of the management body; |
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| (b) | administrative and accounting procedures and internal controls, including changes in procedures and systems relating to accounting, internal audit, compliance with anti-money laundering and counter terrorism financing and with risk management, including the appointment of the key functions holders of internal audit, compliance officers and risk managers; |
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| (c) | the overall ICT architecture, including any changes concerning the policy relating to ICT third-party service providers of critical or important functions referred to in Article 28(2) of Regulation (EU) 2022/2554 of the European Parliament and of the Council (10), the data flowchart, the in-house and external software used and the essential data and systems security procedures and tools including back-up, business continuity plans and audit trails; |
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| (d) | the policies governing third-party service providers of critical or important functions, including information on the areas concerned, on the selection of service providers, and on the respective rights and obligations of the principal parties as set out in contracts, including audit arrangements and arrangements for the custody and investment of the reserve of assets, and the quality of service expected from the provider; |
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| (e) | any other relevant information relating to the impact of the acquisition on the corporate governance and general organisational structure of the target entity, including any modification regarding the voting rights of the shareholders. |
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art_12
#art_12
Article 12
- Where the proposed acquirer has been assessed for the acquisition or increase in qualifying holdings by the same competent authority as that of the target entity in accordance with Articles 41(1) or Article 83(1) of Regulation (EU) 2023/1114, Article 13 of Directive 2014/65/EU of the European Parliament and of the Council (11), Article 23 of Directive 2013/36/EU of the European Parliament and of the Council (12), Article 59 of Directive 2009/138/EC of the European Parliament and of the Council (13) or Article 32 of Regulation (EU) No 648/2012 of the European Parliament and of the Council (14), within the previous 2 years before the submission of the notification, that proposed acquirer shall only submit to the competent authority of the target entity the information that is specific to the proposed acquisition or the information that has changed since the previous assessment.
The proposed acquirer shall submit a signed declaration indicating the exact information referred to in this Regulation that has not been submitted, certifying that such information has not changed since the previous assessment and that it is still true, accurate and up-to-date.
- Without prejudice to paragraph 1, where the proposed acquirer is an undertaking authorised by the same competent authority as that of the target entity, and subject to the ongoing prudential supervision of that competent authority, that proposed acquirer shall only submit the information referred to in this Regulation specific to the proposed acquisition and shall not be required to submit the information already in possession of that competent authority.
The proposed acquirer shall submit a signed declaration indicating the exact information referred to in this Regulation that has not been submitted because already in possession of that competent authority and certifying that such information is true, accurate and up-to-date.
- For the purposes of this Article, information specific to the proposed acquisition referred to in this Regulation includes all of the following:
| (a) | where the proposed acquirer is a natural person:(i)information referred to in Article 1(1);(ii)information referred to in Article 2(1), points (d) to (f) and Article 2(2), points (a) to (d) where the proposed acquisition is covered by paragraph 1, or information referred to in Article 2(2), points (a) to (d) where the proposed acquisition is covered by paragraph 2 of this Article;(iii)information referred to in Article 5;(iv)information referred to in Article 6;(v)information referred to in Article 8;(vi)information referred to in Article 9, 10 or 11, as applicable; |
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| (i) | information referred to in Article 1(1); |
| (ii) | information referred to in Article 2(1), points (d) to (f) and Article 2(2), points (a) to (d) where the proposed acquisition is covered by paragraph 1, or information referred to in Article 2(2), points (a) to (d) where the proposed acquisition is covered by paragraph 2 of this Article; |
| (iii) | information referred to in Article 5; |
| (iv) | information referred to in Article 6; |
| (v) | information referred to in Article 8; |
| (vi) | information referred to in Article 9, 10 or 11, as applicable; |
| (b) | where the proposed acquirer is a legal person, a trust, an AIF within the meaning of Article 4(1), point (a), of Directive 2011/61/EU, or an UCITS within the meaning of Article 1(2) of Directive 2009/65/EC, or a sovereign wealth fund:(i)information referred to in Article 1(2), points (a) to (f);(ii)information referred to in Article 3(1), points (a)(ii) to (a)(iv), and points (b), (c) and (d), and in Article 5 as applicable, and, where the proposed acquisition is covered by paragraph 1 of this Article, also information referred to in Article 3(2), points (a) to (d);(iii)information referred to in Articles 6 and 7;(iv)information referred to in Article 8;(v)information referred to in Articles 9, 10 or 11, as applicable. |
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| (i) | information referred to in Article 1(2), points (a) to (f); |
| (ii) | information referred to in Article 3(1), points (a)(ii) to (a)(iv), and points (b), (c) and (d), and in Article 5 as applicable, and, where the proposed acquisition is covered by paragraph 1 of this Article, also information referred to in Article 3(2), points (a) to (d); |
| (iii) | information referred to in Articles 6 and 7; |
| (iv) | information referred to in Article 8; |
| (v) | information referred to in Articles 9, 10 or 11, as applicable. |
art_13
#art_13
Article 13
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
Provenance and validity dates, identifier, hash
| as of | 2024-12-18 → this publisher state was selected |
| publisher state | publisher version 2024-12-18 → latest held publisher-asserted |
| type | REG_DEL Commission Delegated Regulation (EU) 2025/413 of 18 December 2024 supplementing Regulation (EU) 2023/1114 of the European Parliament and of the Council with regard to regulatory technical standards specifying the detailed content of information necessary to carry out the assessment of a proposed acquisition of a qualifying holding in an issuer of an asset-referenced token |
| language | en |
| published | 2024-12-18 |
| lex_id | eu-eurlex:32025r0413:2024-12-18--87378566eb7bb57bc57710edfbf12b17b9c58d2afade1908615f20c5ec04aaa3 |
| record sha256 | b0f6b6e5363b094b554c793f7e98cf0f921cabd1bdc00e0b9617d87cc6cf2249 |
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