Art. 6 Information relating to the proposed acquisition | RTS on acquisition of qualified holding in CASP | MiCA

Article 6 sets out the transaction-specific information that a proposed acquirer must submit to the competent authority of the target entity.

While earlier articles in this regulation focus heavily on the identity, integrity, and financial standing of the proposed acquirer, this article shifts focus to the mechanics of the deal itself — covering what is being acquired, at what price, and under what arrangements.

It is a practical disclosure requirement designed to give the competent authority a clear picture of the structure and intent of the proposed acquisition.

Important points:

Provide the competent authority with a full breakdown of shareholding before and after the acquisition, including share type, capital percentage, voting rights, and market value in both euro and local currency.
Disclose any coordinated action with other parties, including financing contributions, participation in financial arrangements, and any intended shareholder agreements.
Submit the proposed acquisition price along with the criteria used to determine it, and where it differs from market value, provide an explanation.

In relation to the proposed acquisition, the proposed acquirer shall provide to the competent authority of the target entity the following information:

identification of the target entity;
details of the proposed acquirer’s intentions with respect to the proposed acquisition, including strategic investment or portfolio investment;
information on the shares of the target entity owned, or intended to be owned, by the proposed acquirer before and after the proposed acquisition, including:
1. the number and type of shares, and the nominal value of such shares;
2. the share of the overall capital of the target entity that the shares represent before and after the proposed acquisition;
3. the share of the overall voting rights of the target entity that the shares represent before and after the proposed acquisition, if different from the share of capital of the target entity;
4. the market value, in euro and in local currency, of the shares of the target entity before and after the proposed acquisition;
any action in concert with other parties, including the contribution of those other parties to the financing of the proposed acquisition, the means of participation in the financial arrangements in relation to the proposed acquisition and future organisational arrangements of the proposed acquisition;
the content of intended shareholder’s agreements with other shareholders in relation to the target entity;
the proposed acquisition price and the criteria used when determining such price and, where different from the market value, an explanation of such difference;
where available, copy of the contract of acquisition.

Article 6 Information relating to the proposed acquisition

Relevant recitals