Art. 4 Information to be submitted by persons acquiring an indirect qualifying holding in the target entity | RTS on acquisition of qualified holding in CASP | MiCA

Article 4 addresses a specific scenario that sits alongside the standard notification requirements established in Articles 1 to 3: indirect acquisitions.

Where a proposed acquirer seeks to gain control not by purchasing shares in a target entity directly, but by acquiring control over an entity that already holds a qualifying holding, this article determines what information must be submitted.

It sets out a tiered approach depending on the nature and degree of indirect control, using a multiplication test applied up the corporate chain to determine whether an indirect holding reaches the 10% qualifying threshold.

The information requirements then scale accordingly, with full disclosure obligations applying where outright control is acquired, and a reduced set applying where the indirect holding, when calculated through the chain, only just meets the qualifying threshold.

Important points:

Proposed acquirers seeking indirect control over a qualifying holding must submit the full range of information required under Articles 1 to 3, 6, 8, and 9, 10, or 11 as applicable, depending on whether they are a natural or legal person.
A multiplication test is applied across the corporate chain to determine whether an indirect holding qualifies: multiply the direct qualifying holding by each successive level of holding upward, and the obligations apply for as long as the result remains 10% or more.
Where the indirect holding meets the threshold via the multiplication test but falls short of outright control, a reduced set of information is required, covering identity, integrity, financial soundness, and acquisition details, but not the full strategic business plan.

1. Where a proposed acquirer intends to acquire, directly or indirectly, control over an existing holder of a qualifying holding in a target entity, irrespective of whether such existing holding is direct or indirect, or controls, directly or indirectly the proposed direct acquirer of a qualifying holding in a target entity, it shall submit the following:
  1. where the proposed acquirer is a natural person, the information referred to in Article 1(1), in Articles 2, 6 and 8, and in Articles 9, 10 or 11, as applicable;
  2. where the proposed acquirer is a legal person, the information referred to in Article 1(2) to (5), as applicable, in Articles 3, 6 and 8, and in Articles 9, 10 or 11, as applicable.
1. Where the proposed acquirer does not meet the conditions set out in paragraph 1, the proposed acquirer shall submit the information set out in paragraph 3, points (a) and (b), where the percentages of the holdings across the corporate chain, starting from the qualifying holding held directly in the target entity, multiplied per the holding in the level immediately above in the corporate chain results in a qualifying holding of 10 % or more. The multiplication shall be applied up the corporate chain for so long as the result of the multiplication is 10 % or more.
1. Where the proposed acquirer controls a natural or legal person holding a qualifying holding in accordance with paragraph 2, the proposed acquirer shall submit the following:
  1. where the proposed acquirer is a natural person, the information referred to in Article 1(1), Article 2, points (a), (b) to (f) and (h), Article 6, points (a) to (f), and in Article 8;
  2. where the proposed acquirer is a legal person, the information referred to in Article 1(2), (3), (4) or (5), Article 3(1), point (a), points (i) to (iv), Article 3(1), point (b), point (iii), Article 3(1), points (f) to (i), Article 3(2) and (3), Article 6, points (a) to (f), and in Article 8.

Article 4 Information to be submitted by persons acquiring an indirect qualifying holding in the target entity

Relevant recitals