Art. 12 Reduced information requirements | RTS on acquisition of qualified holding in ART issuer | MiCA

Article 12 acts as a relief provision that modifies the otherwise extensive information requirements set out across the preceding articles of this regulation.

It recognises that where a proposed acquirer has already been assessed by the same competent authority — either within the previous two years under a qualifying holding review, or as an undertaking already under that authority's ongoing prudential supervision — it would be duplicative to require the full set of documentation again.

In those circumstances, the proposed acquirer need only submit information that is specific to the new proposed acquisition or that has changed since the last assessment.

In both cases, the proposed acquirer must back this up with a signed declaration certifying the status of any information not resubmitted.

The article also specifies precisely which categories of information from Articles 1 through 11 count as "acquisition-specific," depending on whether the acquirer is a natural person, legal person, trust, AIF, UCITS, or sovereign wealth fund.

Important points:

If previously assessed by the same competent authority within the last two years, submit only acquisition-specific or changed information — not the full documentation set required under the preceding articles.
If the proposed acquirer is an undertaking already under the ongoing prudential supervision of the same competent authority, submit only acquisition-specific information and not information already held by that authority.
In both cases, a signed declaration must be submitted certifying that any omitted information has not changed and remains true, accurate, and up-to-date.

1. 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.
2. 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.
1. 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.
2. 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.
1. For the purposes of this Article, information specific to the proposed acquisition referred to in this Regulation includes all of the following:
  1. where the proposed acquirer is a natural person:
    information referred to in Article 1(1);
    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;
    information referred to in Article 5;
    information referred to in Article 6;
    information referred to in Article 8;
    information referred to in Article 9, 10 or 11, as applicable;
  2. 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:
    information referred to in Article 1(2), points (a) to (f);
    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);
    information referred to in Articles 6 and 7;
    information referred to in Article 8;
    information referred to in Articles 9, 10 or 11, as applicable.