Source: OJ L, 2025/413, 31.3.2025

Current language: EN

Article 8 Information relating to the financing of the proposed acquisition


    1. The proposed acquirer shall provide to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity a detailed explanation of the specific sources of funding for the proposed acquisition, including:

      1. detailed description of the activity that generated the fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; 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 authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; that no money laundering or terrorist financing is attempted through the proposed acquisition;

      2. details on any assets, including any crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, 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;

      3. details on access to capital sources and financial markets including details of financial instrumentsmeans financial instruments as defined in Article 4(1), point (15), of Directive 2014/65/EU; to be issued;

      4. where the fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; used for the acquisition of the holding have been borrowed, information on the use of borrowed fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366;, 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;

      5. details on the means of payment for the proposed acquisition and the network used to transfer fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; other than e-money tokens;

      6. details of any crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; 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-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; used or exchanged into official currencymeans an official currency of a country that is issued by a central bank or other monetary authority; to acquire the holding, or the means of access to such crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, were stored, of the crypto-asset service providersmeans a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59; used, and of the distributed ledgermeans an information repository that keeps records of transactions and that is shared across, and synchronised between, a set of DLT network nodes using a consensus mechanism; addresses or accounts of the originator and of the beneficiary;

      7. information on any financial arrangement with other persons that are or will be shareholders of the target entity.

    2. For the purposes of point (d), where the lender is not a credit institutionmeans a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 and authorised under Directive 2013/36/EU; or a financial institution authorised to grant credit, the proposed acquirer shall provide comprehensive information and supporting evidence on the origin of the fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; 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 holdingmeans any direct or indirect holding in an issuer of asset-referenced tokens or in a crypto-asset service provider which represents at least 10 % of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council(32) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38)., respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced tokens or the management of the crypto-asset service provider in which that holding subsists;.

    1. The proposed acquirer that is a trust shall submit to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity information on the method of financing the trust and resources ensuring the financial soundness of the trust to support the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;.

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