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

Article 11 sets out the most demanding disclosure requirements in this regulation's tiered framework for proposed acquisitions, applying specifically where the proposed acquirer would hold more than 50% of the target entity, or where the target would become its subsidiary.

Building directly on the lighter-touch requirements of Articles 9 and 10, this article requires the proposed acquirer to submit a comprehensive three-year business plan covering three core areas: a strategic development plan, estimated financial statements for the target entity, and an analysis of the acquisition's impact on corporate governance and organisational structure.

The article then unpacks each of these areas in considerable detail, covering everything from financial goals and group integration processes to ICT architecture, internal controls, and third-party service provider policies.

Important points:

Proposed acquirers seeking a controlling stake of more than 50% must submit a full three-year business plan to the competent authority of the target entity, covering strategy, financial forecasts, and governance impact.
Estimated financial statements must cover both individual and consolidated levels and include forecast balance sheets, prudential capital requirements, risk exposures across multiple risk types, and intra-group transaction forecasts.
The governance impact assessment must address changes to the management body, internal controls, ICT architecture and security, and third-party service provider arrangements.

1. Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of more than 50 %, or the target entity becoming its subsidiary, the proposed acquirer shall submit to the competent authority 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 funds 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 assets;
  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 body, 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 body;
  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), 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 assets, 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.

Article 11 Additional information for qualifying holdings of more than 50 %

Relevant recitals