Article 27a
Notification and assessment of the acquisition
1.
Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1) (the ‘proposed acquirer’) to notify their competent authority in writing in advance where they intend to acquire, directly or indirectly, a material holding (the ‘proposed acquisition’). The notification shall indicate the size of the proposed acquisition and the relevant information, as specified in Article 27b(5).
2.
For the purposes of paragraph 1, a holding shall be deemed material where it is equal to or more than 15 % of the eligible capital of the proposed acquirer.
3.
For the purposes of paragraph 1, where the proposed acquirer is an institution, the threshold referred to in paragraph 2 shall apply on both an individual basis and on the basis of the consolidated situation of the group. Where the threshold referred to in paragraph 2 is only exceeded on an individual basis, the proposed acquirer shall notify the competent authority in the Member State where it is established. That competent authority shall assess the proposed acquisition. Where that threshold is exceeded on an individual basis and on the basis of the consolidated situation of the group, the proposed acquirer shall also notify the consolidating supervisor. That consolidating supervisor shall also assess the proposed acquisition.
4.
Where the proposed acquirer is a financial holding company or mixed financial holding company within the scope of Article 21a(1), the threshold referred to in paragraph 2 of this Article shall apply on the basis of the consolidated situation, and the consolidating supervisor shall be the competent authority for the purposes of paragraph 1 of this Article.
5.
The competent authority shall acknowledge, in writing, the receipt of the notification referred to in paragraph 1 or of any additional information in accordance with paragraph 9 promptly and in any event within 10 working days following receipt of the notification or of the additional information.
6.
The competent authority 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).
Where the proposed acquisition concerns a qualifying holding in a credit institution as referred to in Article 22(1), the proposed acquirer shall also be subject to the notification requirement and the assessment under that Article. In that event, the time for the competent authority to carry out both the assessment provided for in Article 27b(1) and that referred to in Article 22(2) shall expire only when the later of the two relevant assessment periods expires.
7.
Where the proposed acquisition of a material holding is conducted between entities of the same group as referred to in Article 113(6) of Regulation (EU) No 575/2013 or between entities within the same institutional protection scheme as referred to in Article 113(7) of that Regulation, the competent authority shall not be required to carry out the assessment provided for in Article 27b(1) of this Directive.
8.
The competent authority shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt as referred to in paragraph 5.
9.
The competent authority may, during the assessment period, where necessary, and in any event no later than on the 50th working day of the assessment period, request additional information that is necessary to complete the assessment provided for in Article 27b(1). Such a request shall be made in writing and shall specify the additional information needed.
10.
The assessment period shall be suspended between the date of request for additional information by the competent authority and the date of receipt of a response thereto by the proposed acquirer, providing all the requested information. That suspension shall not exceed 20 working days. Any further requests by the competent authority for completion or clarification of the information provided shall be at its discretion but shall not result in a suspension of the assessment period.
11.
The competent authority may extend the suspension referred to in paragraph 10 to a maximum of 30 working days in the following situations:
(a)
where the entity being acquired is situated in, or is subject to the regulatory framework of, a third country;
(b)
where an exchange of information with authorities responsible for supervising the proposed acquirer in accordance with Directive (EU) 2015/849 is necessary to carry out the assessment provided for in Article 27b(1) of this Directive.
12.
Where the approval of a financial holding company or mixed financial holding company within the scope of Article 21a(1) takes place concurrently with the assessment provided for in Article 27b(1), the competent authority for the purposes of Article 21a(1) shall coordinate, as appropriate, with the consolidating supervisor and, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established. In that case, the assessment period shall be suspended until the procedure set out in Article 21a is complete.
13.
Where the competent authority decides to oppose the proposed acquisition, it shall, within two working days of completion of the assessment provided for in Article 27b(1), and before the end of the assessment period, inform the proposed acquirer in writing, providing the reasons for its opposition.
14.
Where the competent authority does not oppose the proposed acquisition within the assessment period in writing, it shall be deemed approved.
15.
The competent authority may set a maximum period for completing the proposed acquisition and extend it, where appropriate.