Art. 4 Information to be submitted by persons acquiring an indirect qualifying holding in the target entity | RTS on acquisition of qualified holding in ART issuer | MiCA

Article 4 addresses a specific scenario that extends beyond a straightforward direct acquisition: where a proposed acquirer seeks to gain control indirectly, either by acquiring control over an existing qualifying holder or by controlling the direct acquirer of a qualifying holding in a target entity.

Building on the information requirements established in Articles 1 through 3, this article maps out which of those requirements apply depending on the nature of the acquirer and the degree of indirect control being exercised.

It also introduces a calculation mechanism for determining whether an indirect holding across a corporate chain reaches the qualifying threshold of 10%, and provides a reduced set of disclosure obligations for acquirers falling below the full control threshold.

Important points:

If you are acquiring indirect control over a qualifying holding, submit the full set of information required under Articles 1 to 3, 6, 8, and 9 to 11, tailored to whether you are a natural or legal person.
A multiplication test applies up the corporate chain to determine whether an indirect holding meets the 10% qualifying threshold, triggering disclosure obligations.
Where the indirect holding falls below the full control threshold, a reduced information package is required, referencing a more limited set of provisions from Articles 1, 2, 3, 6, and 8.

1. 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:
  1. 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;
  2. 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.
1. 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.
1. 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:
  1. 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;
  2. 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.