Art. 11 Additional information for qualifying holdings of more than 50 % | RTS on acquisition of qualified holding in CASP | MiCA

1. Where the proposed acquisition would result in the proposed acquirer holding a 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; in the target entity of more than 50 %, or the target entity becoming its subsidiary, the proposed acquirer 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 a three year time horizon business plan. That plan shall comprise:
  1. a strategic development plan;
  2. estimated financial statements of the target entity;
  3. the impact of the acquisition on the corporate governance and general organisational structure of the target entity.
1. The strategic development plan referred to in paragraph 1, point (a), shall indicate, in general terms, the main goals of the proposed acquisition and the main ways for achieving those goals, including:
  1. the overall aim of the proposed acquisition;
  2. financial goals which may be stated in terms of return on equity, cost-benefit ratio, earnings per share, or in other terms as appropriate;
  3. the possible redirection of activities, products, targeted customers and the possible reallocation of fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; or resources expected to impact on the target entity;
  4. general processes for including and integrating the target entity in the group structure of the proposed acquirer, including a description of the main interactions to be pursued with other companies in the group, and a description of the policies governing intra-group relations.
2. For the purposes of point (d), for proposed acquirers authorised and supervised in the Union, information about the particular departments within the group structure which are affected by the transaction shall be sufficient.
1. The estimated financial statements of the target entity referred to in paragraph 1, point (b), shall, on both an individual and, where applicable, a consolidated basis, for a period of 3 years, include the following:
  1. a forecast balance sheet and income statement;
  2. forecast prudential capital requirements and reserve of assetsmeans the basket of reserve assets securing the claim against the issuer;;
  3. information on forecasted level of risk exposures including market, operational, including cyber and fraud, credit and environmental risks, and other relevant risks;
  4. a forecast of intra-group transactions.
1. The impact of the acquisition on the corporate governance and general organisational structure of the target entity referred to in paragraph 1, point (c), shall include the impact on:
  1. the composition and duties of the members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity;, and where applicable, the main committees created by such decision-taking body including information concerning the persons that will be appointed as members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity;;
  2. administrative and accounting procedures and internal controls, including changes in procedures and systems relating to accounting, internal audit, compliance with anti-money laundering and counter terrorism financing and with risk management, including the appointment of the key functions holders of internal audit, compliance officers and risk managers;
  3. the overall ICT architecture, including any changes concerning the policy relating to ICT third-party service providers of critical or important functions referred to in Article 28(2) of Regulation (EU) 2022/2554 of the European Parliament and of the Council(¹¹)Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022, p. 1, ELI: http://data.europa.eu/eli/reg/2022/2554/oj)., the data flowchart, the in-house and external software used and the essential data and systems security procedures and tools including back-up, business continuity plans and audit trails;
  4. the policies governing third-party service providers of critical or important functions, including information on the areas concerned, on the selection of service providers, and on the respective rights and obligations of the principal parties as set out in contracts, including audit arrangements and arrangements for the custody and investment of the reserve of assetsmeans the basket of reserve assets securing the claim against the issuer;, and the quality of service expected from the provider;
  5. any other relevant information relating to the impact of the acquisition on the corporate governance and general organisational structure of the target entity, including any modification regarding the voting rights of the shareholders.