Source: OJ L, 2025/414, 31.3.2025Current language: EN
- Markets in crypto-assets
Crypto-asset service provider
- RTS on acquisition of qualified holding in CASP
Article 10 Additional information for qualifying holdings of more than 20 % and up to 50 %
Summary What does Article 10 of the RTS on acquisition of qualified holding in CASP say?
Article 10 sits in the middle of a tiered disclosure framework, sitting above Article 9 (which covers holdings up to 20%) and below Article 11 (which covers majority acquisitions above 50%).
It applies to proposed acquirers who would hold between more than 20% and up to 50% of a target entity, and it requires them to submit a more detailed strategy document to the competent authority than what is required at the lower threshold.
Notably, this article explicitly builds on both Article 9 — requiring all information from that article to be included — and Article 11, referencing its strategic content requirements as a template, albeit applied here with a degree of detail proportionate to the level of influence being acquired.
The article also closes a potential gap by extending these same obligations to lower-threshold acquirers from Article 9 whose actual influence over the target entity is assessed as equivalent to that of a 20–50% holding.
Important points:
- Submit a strategy document to the competent authority covering the acquirer's intended influence over the target entity's financial position, dividend policy, strategic development, and resource allocation.
- This article stacks on top of Article 9, meaning all information required at the lower threshold must also be included in the submission.
- Even acquirers below the 20% threshold must comply with these requirements if their actual influence over the target entity is assessed as equivalent to a holding of more than 20% and up to 50%.
Springlex's summary of the article, a reading aid, not a substitute for the legal text.
Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of more than 20 % and up to 50 %, the proposed acquirer shall submit to the competent authority of the target entity a document on the strategy containing, where relevant, the following information:
all the information requested pursuant to Article 9;
details on the influence that the proposed acquirer intends to exercise on the financial position, including dividend policy, the strategic development, and the allocation of resources of the target entity;
a description of the proposed acquirer’s intentions and strategy towards the target entity, covering all the elements referred to in Article 11(2) with a level of detail proportionate to the influence in the target entity stemming from the acquisition.
The information referred to in paragraph 1 shall also be provided to the competent authority of the target entity by any proposed acquirer referred to in Article 9 where the influence exercised by the shareholding of the proposed acquirer, based on the assessment of the shareholding of the target entity, would be equivalent to the influence exercised by shareholdings of more than 20 % and up to 50 %.
Relevant recitals
Recital 22 Strategy disclosure for significant influence
To ensure a comprehensive assessment of the proposed acquisition, proposed acquirers intending to acquire a qualifying holding of more than 20 % and up to 50 % in the target entity should provide information on their strategy to the competent authority of the target entity. Similarly, proposed acquirers intending to acquire a qualifying holding of up to 20 % in the target entity but exercising an equivalent significant influence over that entity through other means, including the relationships between the proposed acquirer and the existing shareholders, the existence of shareholders’ agreements, the distribution of shares, participating interests and voting rights across shareholders or the proposed acquirer’s position within the group structure of the target entity, should also provide that information to ensure a high degree of homogeneity in assessing proposed acquisitions.
Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.
Definition
placing of crypto-assets
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official currency
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qualifying holding
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distributed ledger
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reception and transmission of orders for crypto-assets on behalf of clients
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exchange of crypto-assets for funds
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consensus mechanism
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operation of a trading platform for crypto-assets
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e-money token
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crypto-asset service
- providing custody and administration of crypto-assets on behalf of clients;
- operation of a trading platform for crypto-assets;
- exchange of crypto-assets for funds;
- exchange of crypto-assets for other crypto-assets;
- execution of orders for crypto-assets on behalf of clients;
- placing of crypto-assets;
- reception and transmission of orders for crypto-assets on behalf of clients;
- providing advice on crypto-assets;
- providing portfolio management on crypto-assets;
- providing transfer services for crypto-assets on behalf of clients;
Definition
offer to the public
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providing advice on crypto-assets
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offeror
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execution of orders for crypto-assets on behalf of clients
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crypto-asset service provider
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crypto-asset
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DLT network node
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funds
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client
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asset-referenced token
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issuer
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exchange of crypto-assets for other crypto-assets
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electronic money token
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providing custody and administration of crypto-assets on behalf of clients
Definition
providing transfer services for crypto-assets on behalf of clients
Definition
distributed ledger technology
Definition
competent authority
- 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;