Art. 8 Information relating to the financing of the proposed acquisition | RTS on acquisition of qualified holding in ART issuer | MiCA

This article deals with the financing of the proposed acquisition and requires the proposed acquirer to fully disclose how the purchase is being funded to the competent authority of the target entity.

It sits alongside the identification and integrity articles in the broader notification framework, and its clear underlying purpose is to enable the competent authority to rule out money laundering or terrorist financing through the acquisition.

Notably, the article contains specific provisions addressing crypto-asset-based financing, reflecting the crypto-asset context of the wider regulation, including details on wallets, distributed ledger addresses, and the crypto-asset service providers involved.

Important points:

Provide a detailed account of all funding sources for the acquisition, supported by documentary evidence such as financial statements and bank statements.
Where borrowed funds are used and the lender is not an authorised credit or financial institution, provide comprehensive information on the lender, including their activity, legal form, place of residence, and any contractual clauses giving them influence over the qualifying holding.
Where crypto-assets are used to finance the acquisition, disclose full details of the crypto-assets, wallets, DLT used, crypto-asset service providers involved, and the distributed ledger addresses of both the originator and beneficiary.

1. 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:
  1. 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;
  2. 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;
  3. details on access to capital sources and financial markets including details of financial instruments to be issued;
  4. 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;
  5. details on the means of payment for the proposed acquisition and the network used to transfer funds other than e-money tokens;
  6. 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;
  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 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.
1. 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.