Changes from report parliamentary committee draft to plenary report

Added1. Member States shall require any institution or any financial holding company or mixed financial holding company within the scope of Article 21a(1) ▌(the “acquirer”) to notify their competent authority in advance where they intend to acquire, directly or indirectly, a ▌holding which exceeds 15% of the eligible capital of the acquirer (the “proposed acquisition”), indicating the size of the intended holding and the relevant information, as specified in Article 27b(5).

Added2. The competent authorities shall acknowledge receipt of the notification under paragraph 1 or of any additional information under paragraph 5 promptly and in any event within two working days following receipt of that notification.

AddedBy way of derogation from the paragraph 2 of this Article, and of Article 22(2), when the proposed acquisition referred to in paragraph 1 of this Article or in Article 22(1) is deemed complex by the competent authorities, acknowledgment of the receipt of the notification of any additional information shall be done promptly and in any event within ten working days following the receipt of that notification.

Added3. The competent authorities shall have 60 working days from the date of the written acknowledgement of receipt of the notification and from the receipt of all documents, including those required by the Member State to be attached to the notification in accordance with Article 27b(5) (the “assessment period”), to carry out the assessment provided for in Article 27b(1) (the “assessment”).

AddedIf the proposed acquisition consists in a qualifying holding in a credit institution as referred in Article 22(1), the acquirer shall also still be subject to the notification requirement and the assessment under that Article. In that event, the period for the competent authority to carry out both assessments referred to in the first subparagraph of this paragraph and in Article 22(2) shall expire only when the latter of the relevant assessment periods expires.

Added4. The competent authorities shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt referred to in paragraph 2.

Added5. The competent authorities may, during the assessment period where necessary, and no later than on the 50th working day of the assessment period, request additional information that is necessary to complete the assessment. Such a request shall be made in writing and shall specify the additional information needed.

Added6. The assessment period shall be suspended between the date of request for additional information by the competent authorities and the date of receipt of a response thereto by the acquirer, providing all the requested information. The suspension shall not exceed 20 working days. Any further requests by the competent authorities for completion or clarification of the information shall be at their discretion but shall not result in a suspension of the assessment period.

Added7. The competent authorities may extend the suspension referred to in the second sentence of paragraph 6 up to 30 working days in the following situations:

Added(a) the entity acquired is situated or regulated in a third country;

Added(b) exchange of information with authorities responsible for supervising the obliged entities listed in Article 2(1) points (1) and (2) of Directive (EU) 2015/849 of the European Parliament and of the Council*5 is necessary to perform the assessment referred to in Article 27b(1) of this Directive.

Added▌

Added9. Where competent authorities decide to oppose the proposed acquisition, they shall, within two working days of completion of the assessment, and not exceeding the assessment period, inform the acquirer in writing, providing the reasons for their objection. Subject to national law, an appropriate statement of the reasons for the decision opposing the proposed acquisition may be made accessible to the public at the request of the acquirer. The absence of provisions in the national law regarding an appropriate statement of the reasons for the decision opposing the proposed acquisition shall not prevent Member States from allowing the competent authority to publish such information in the absence of a request by the acquirer.

Added10. Where the competent authorities do not oppose the proposed acquisition within the assessment period in writing, it shall be deemed approved.

Added11. Competent authorities may set a maximum period for completing the proposed acquisition and extend it where appropriate.

Added12. Member States may not impose requirements for notification to, or approval by, competent authorities of direct or indirect acquisitions ▌that are more stringent than those set out in this Article▌.

Added________

Added*5 Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).

Added1. In dealing with the notification of the proposed acquisition provided for in Article 27a(1) and the information referred to in Article 27a(5), the competent authorities shall assess the sound and prudent management of the acquirer after the acquisition and in particular of the risks to which the acquirer is or might be exposed, in accordance with the following criteria:

Added(a) the sufficiently good repute and sufficient knowledge, skills and experience, as set out in Article 91(1), of any new member of the management body of the acquirer to be appointed as a result of the proposed acquisition.

Added(b) whether the acquirer will be able to comply and continue to comply with the prudential requirements set out in this Directive and Regulation (EU) No 575/2013, and where applicable, other acts of Union law.

Added(c) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof.

Added2. For the purposes of assessing the criterion laid down in paragraph 1, point (c) ▌, competent authorities shall consult, in the context of their verifications, the authorities competent for the supervision of the undertakings in line with Directive (EU) 2015/849.

Added3. The competent authorities may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 of this Article or if the information provided by the acquirer is incomplete, despite a request made in accordance with Article 27a.

AddedFor the purposes of this paragraph ▌and with regard to the criterion laid down in paragraph 1, point (c), a negative opinion by the authorities competent for the supervision of the undertakings under Directive (EU) 2015/849 received by the competent authorities within 30 days of the initial request shall be duly considered by the competent authorities when assessing the proposed acquisition and may constitute a reasonable ground for opposition.

Added4. Member States shall neither impose any prior conditions in respect of the level of holding that must be acquired nor allow their competent authorities to examine the proposed acquisition in terms of the economic needs of the market.

Added5. Member States shall publish a list specifying the information required to carry out the assessment. That information shall be provided to the competent authorities at the time of the notification referred to in Article 27a(1). The information shall be proportionate and appropriate to the nature of the entity to be acquired. Member States shall not require information that is not relevant for the prudential assessment under this Article.

Added6. Notwithstanding Article 27a(2) to (7) where two or more proposals to acquire ▌holdings in the same entity have been notified, the competent authority shall treat the acquirers in a non-discriminatory manner.

Added7. EBA shall develop draft regulatory technical standards specifying:

Added(a) the minimum list of information to be provided to the competent authorities at the time of the notification referred to in Article 22(1), Article 27a(1), Article 27f(1) and Article 27k(1);

Added(b) a common assessment methodology of the criteria set out in this Article, Article 27g and Article 27l;

Added(c) the process applicable to notification and the prudential assessment required under Article 27a, Article 27f and Article 27k.

AddedFor the purpose of the first sub-paragraph, the EBA shall take into consideration the Directive (EU) 2017/1132 of the European Parliament and of the Council*6.

AddedEBA shall submit those draft regulatory technical standards to the Commission by [OP please insert the date = 18 months from the date of entry into force of this amending Directive].

AddedPower is conferred on the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

Added7a. EBA shall issue guidelines to specify common assessment criteria set out in this Article, Article 27g and Article 27l. EBA shall issue those guidelines by [OP please insert the date = 12 months from the date of entry into force of this amending Directive].

Added__________

Added*6 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification).

Added1. The relevant competent authorities shall consult each other when carrying out the assessment referred to in Article 27b where the entity acquired is one of the following:

Added(a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company ▌authorised in another Member State or in a sector other than that of the proposed acquirer;

Added(b) a parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company ▌authorised in another Member State or in a sector other than that of the proposed acquirer;

Added(c) a legal person controlling a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company authorised in another Member State or in a sector other than that in which the acquisition is proposed.

AddedThe competent authorities shall, without undue delay, provide each other with any information which is essential or relevant for the assessment. For those purposes, the competent authorities shall communicate to each other upon request or on their own initiative all relevant information for the assessment.

Added2. The competent authorities shall seek to coordinate their assessment and ensure the consistency of their decisions. To this end, the decision by the competent authority of the acquirer shall indicate any views or reservations made by the other relevant competent authorities.

Added3. EBA shall develop draft implementing technical standards to establish common procedures, forms and templates for the consultation process between the relevant competent authorities as referred to in this Article.

AddedEBA shall submit those draft implementing technical standards to the Commission by [OP please insert the date = 18 months from the date of entry into force of this amending Directive].

AddedPower is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1093/2010.

AddedMember States shall require any institution or any financial holding company or mixed financial holding company within the scope of Article 21a(1) ▌ to notify the competent authorities where it intends to dispose, directly or indirectly, of a material holding that exceeds 15% of its eligible capital of the acquirer. That notification shall be made in writing and in advance of the divestiture, indicating the size of the holding concerned.

AddedWhere the acquirer fails to notify the proposed acquisition in advance in accordance with Article 27a(1) or has acquired a material holding as referred to that Article despite the competent authorities’ opposition, Member States shall require those competent authorities to take appropriate measures. Such measures may include injunctions, periodic penalty payments and penalties, in accordance with Articles 65 to 72, against members of the management body and senior management. Where a material holding is acquired despite opposition by the competent authorities, Member States shall, without prejudice to potential penalties, provide either for exercise of the corresponding voting rights to be suspended or for votes cast to be declared null and void.

AddedMaterial transfers of assets and liabilities

Added1. Member States shall require institutions, or any financial holding company or ▌mixed financial holding company within the scope of Article 21a(1) ▌to notify their competent authority of any material transfer of assets or liabilities which they intend to execute either through a sale or any other type of transaction (the “intended operation”). The notification shall indicate the size of the intended operation and provide the information specified in Article 27g(5).

AddedWhen the intended operation involves only institutions from the same group, these institutions shall also be subject to the first sub-paragraph.

AddedFor the purposes of the first and second sub-paragraphs, each of the institutions involved in the same intended operation shall be subject individually to the obligation to notify set out in those subparagraphs.

Added2. For the purposes of paragraph 1:

Added(a) the intended operation shall be deemed material for an institution where it is at least equal to 10 % of its total assets or liabilities on a consolidated basis;

Added(b) transfers of non-performing assets, or of assets for the purpose of being included in a cover pool, within the meaning of Article 3(3) of Directive (EU) 2019/2162 of the European Parliament and of the Council*7, or to be securitised, shall not be taken into account for calculating the percentage in point (a);

Added(c) transfers of assets or liabilities in the context of the use of resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU shall not be taken into account for calculating the percentage referred to in point (a).

Added3. Competent authorities shall acknowledge receipt of the notification under paragraph 1 or of additional information under paragraph 6 promptly and in any event within two working days following receipt of the notification.

Added4. From the date of the written acknowledgement of receipt of the notification and of the documents, including those required by the Member State to be attached to the notification in accordance with Article 27g(5), competent authorities shall have a maximum of 60 working days to carry out the assessment provided for in Article 27g(1) (the “assessment period”).

Added5. Competent authorities shall inform the institution of the date of the expiry of the assessment period at the time of acknowledging receipt.