Article 27i
1.
Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1) (the ‘financial stakeholders’) carrying out a merger or division (the ‘proposed operation’), to notify, after the adoption of the draft terms of the proposed operation and in advance of the completion of the proposed operation, the competent authority which will be responsible for supervising the entities resulting from such proposed operation, indicating the relevant information, as specified in accordance with Article 27j(5).
For the purposes of the first subparagraph of this paragraph, where the proposed operation consists of a division, the competent authority in charge of the supervision of the entity carrying out the proposed operation shall be the competent authority to be notified and in charge of the assessment provided for in Article 27j(1).
2.
By way of derogation from paragraph 1 of this Article, where the proposed operation is a merger that only involves financial stakeholders from the same group, including a group of credit institutions that are permanently affiliated to a central body and which is supervised as a group, the competent authority shall not be required to carry out the assessment provided for in Article 27j(1).
3.
The assessment provided for in Article 27j(1) shall not be carried out where the proposed operation requires an authorisation in accordance with Article 8, or an approval in accordance with Article 21a.
4.
The competent authority shall acknowledge, in writing, the receipt of the notification referred to in paragraph 1 or of the additional information submitted in accordance with paragraph 5 promptly and in any event within 10 working days following receipt of the notification or of the additional information.
Where the proposed operation involves only financial stakeholders from the same group, 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 required by the Member State to be attached to the notification in accordance with Article 27j(5) (the ‘assessment period’), to carry out the assessment provided for in Article 27j(1).
The competent authority shall inform the financial stakeholders of the date of the expiry of the assessment period at the time of acknowledging receipt.
5.
The competent authority may request additional information that is necessary to complete the assessment provided for in Article 27j(1). Such a request shall be made in writing and shall specify the additional information needed.
Where the proposed operation involves only financial stakeholders from the same group, the competent authority may request additional information by no later than the 50th working day of the assessment period.
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 financial stakeholders, 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.
6.
The competent authority may extend the suspension referred to in paragraph 5, third subparagraph, to a maximum of 30 working days in the following situations:
(a)
where at least one of the financial stakeholders 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 financial stakeholders in accordance with Directive (EU) 2015/849 is necessary to carry out the assessment provided for in Article 27j(1) of this Directive.
7.
The proposed operation shall not be completed before the competent authority has issued a positive opinion.
8.
The competent authority shall, within two working days from the completion of its assessment, issue in writing a reasoned positive or negative opinion to the financial stakeholders. The financial stakeholders shall transmit that reasoned opinion to the authorities in charge, under the national law, of the scrutiny of the proposed operation.
9.
Where the proposed operation involves only financial stakeholders from the same group and the competent authority does not oppose the proposed operation within the assessment period in writing, the opinion shall be deemed to be positive.
10.
The reasoned positive opinion issued by the competent authority may provide for a limited period during which the proposed operation is to be carried out.