Art. 6 Information relating to the proposed acquisition | RTS on acquisition of qualified holding in ART issuer | MiCA

Article 6 sets out the deal-specific information that a proposed acquirer must submit to the competent authority of the target entity as part of the acquisition notification.

While other articles in this regulation focus on the identity, reputation, and financial standing of the acquirer itself, this article shifts the focus to the mechanics and intentions behind the actual transaction — covering ownership stakes, pricing, and any coordinated arrangements with other parties.

Important points:

Provide the competent authority with a full picture of the proposed acquisition, including the acquirer's intentions, the shareholding structure before and after the deal, and the acquisition price along with the criteria used to determine it.
Disclose any action taken in concert with other parties, including their role in financing the acquisition and any future organisational arrangements.
Submit a copy of the acquisition contract where one is available, along with any intended shareholder agreements with other shareholders of the target entity.

In relation to the proposed acquisition, the proposed acquirer shall provide to the competent authority of the target entity the following information:

identification of the target entity;
details of the proposed acquirer’s intentions with respect to the proposed acquisition, including strategic investment or portfolio investment;
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:
1. the number and type of shares, and the nominal value of such shares;
2. the share of the overall capital of the target entity that the shares represent before and after the proposed acquisition;
3. 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;
4. the market value, in euro and in local currency, of the shares of the target entity before and after the proposed acquisition;
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;
the content of intended shareholder’s agreements with other shareholders in relation to the target entity;
the proposed acquisition price and the criteria used when determining such price and, where different from the market value, an explanation of such difference;
where available, copy of the contract of acquisition.