Euronext // 2021 Universal Registration Document
Presentation of the Group 1 Regulation
European Market Infrastructure Regulation (“EMIR”) requires prior notification and subsequent approval of any decision either to acquire or to dispose of a qualifying holding. Article 31 EMIR requires that any decision taken by a natural or legal person also acting in concert, either to acquire, directly or indirectly, a qualifying holding in a CCP or to further increase, directly or indirectly, such a qualifying holding, as a result of which the proportion of the voting rights or of the capital held would reach or exceed certain predetermined decimal thresholds (10%, 20%, 30% or 50%), or so as to make the CCP become its subsidiary, should be subject to notification and subsequent approval by the CCP’s competent authority. The same applies in case of any decision to dispose or to reduce a qualifying holding, so that the proportion of the voting rights or of the capital held would fall below said predetermined thresholds, or so that the CCP would cease to be that person’s subsidiary. Pursuant to EMIR article 31, the NCA shall have a maximum of 60 working days as from the date of the written acknowledgement of the receipt of the notification by the proposed acquirer or vendor to perform said assessment, with the possibility to extend the deadline upon occurrence of certain conditions, e.g. in case of a further request for information. For Italian CCPs the assessment is performed by the Bank of Italy, in agreement with CONSOB; n under Article 27(7) of CSDR, a CSD shall (a) provide the competent authority with, and make public, information regarding the ownership of the CSD, and, in particular, the identity and scale of interests of any parties in a position to exercise control over the operation of the CSD; (b) inform and seek approval from its competent authority of any decision to transfer ownership rights which give rise to a change in the identity of the persons exercising control over the operation of the CSD. Furthermore, any natural or legal person shall inform without undue delay the CSD and its competent authority of a decision to acquire or dispose of its ownership rights that give rise to a change in the identity of the persons exercising control. Within 60 working days from the receipt of the information referred to in Paragraph 7, the competent authority shall take a decision on the proposed changes in the control of the CSD. The competent authority shall refuse to approve proposed changes in the control of the CSD where there are objective and demonstrable grounds for believing that they would pose a threat to the sound and prudent management of the CSD or to the ability of the CSD to comply with the applicable regulation. For Italian CSD the assessment is performed by CONSOB, in agreement with the Bank of Italy. According to art. 26 of the Rules governing central counterparties, CSDs and central depository services dated 31 August 2018 4, CSDs shall send the Bank of Italy and CONSOB, on an annual basis on the occasion of sending documentation on the Financial Statements, a copy of an updated version of the shareholders register, indicating for each shareholder: a) the number of shares with voting rights held; b) the percentage of the shares with voting rights held with respect to the total number of shares with voting rights. In general, CSDs shall communicate all amendments to the shareholders’ register to the Bank of Italy and CONSOB without delay; n under Norwegian law , an acquisition resulting in the acquirer having a significant holding in a market operator for an official stock exchange, or in the stock exchange itself, requires
the AFM unless the person cures the offence and obtains a declaration of non-objection. The Dutch Minister of Finance or the AFM may request the District Court in Amsterdam to annul any resolutions that have been passed in a General Meeting of shareholders in which such person exercised its voting rights, if such resolution would not have been passed or would have been passed differently if such person had not exercised its voting rights. The District Court will not annul the resolution if the relevant person obtains a declaration of non-objection prior to the decision of the court; n under French law , any person or group of persons acting in concert who acquires or increases, directly or indirectly, a holding in Euronext Paris shares or voting rights in excess of 10%, 20%, 33⅓%, 50% or 66⅔% is required to inform Euronext Paris, which in turn must notify the AMF and make the information public. In addition, any person acquiring direct or indirect control of a market operator must obtain the prior approval of the Minister of Economy upon proposal of the AMF. Further, Euronext Paris shall promptly notify the AMF prior to any changes to the identity and the details of the holding of any existing shareholder or shareholders, alone or in concert, who is in a position to exercise, directly or indirectly, significant influence (10% or more of the share capital or voting right) over the management of Euronext Paris and the proposed change can proceed as long as Euronext Paris does not receive any objection from the AMF within the period of time provided by the AMF General Regulation; n under Irish law , prior notification to the Central Bank of Ireland of a proposed acquisition of, or increase in, a direct or indirect qualifying holding (10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking) of Euronext Dublin is required; n under Italian Law , CONSOB shall be prior notified by anyone who directly or indirectly intends to acquire or transfer a stake in the equity share capital of the market operator or in the person that, whether directly or indirectly, controls the market operator, in such a way that the share of voting rights or capital reaches or exceeds, upwards or downwards, 10%, 20%, 30% or 50%, and in any event when changes result in the acquisition or loss of control of the company. CONSOB may oppose the acquisition of the stake or the change in the control when there are objective reasons to believe that the healthy and prudent management of the market is put at risk, evaluating, among other things, the quality of the prospective buyer and the financial solidity of the acquisition project. In addition, any acquisition of stakes in the capital of the market operator of the regulated market and the subsequent variations, made directly or indirectly, must be communicated by the acquiring party within 24 hours to the market operator. Furthermore, market operators are required to notify CONSOB and make public the information on the ownership of the company and in particular the identity of the parties that are able to exercise a significant influence over its management and the size of their interest. The meaning of “significant influence” and control are specified by the Italian domestic framework. As regards the wholesale regulated market for government securities the power to asses the above-mentioned acquisition of stake and changes in control are attributed to the Bank of Italy. As regards CCPs, the
48
2021 UNIVERSAL REGISTRATION DOCUMENT
Made with FlippingBook - Online Brochure Maker