Source: OJ L, 2025/414, 31.3.2025Current language: EN
- Markets in crypto-assets
Crypto-asset service provider
- RTS on acquisition of qualified holding in CASP
Article 9 Additional information for qualifying holdings of up to 20 %
Summary What does Article 9 of the RTS on acquisition of qualified holding in CASP say?
Article 9 sits within a tiered framework alongside Articles 10 and 11, each of which applies to progressively larger qualifying holdings.
This particular article applies to the lowest tier: proposed acquisitions resulting in a holding of up to 20%.
At this level, the proposed acquirer is required to submit a strategy document to the competent authority of the target entity.
The document centres on the acquirer's intentions — how long they plan to hold the stake, whether they intend to be an active minority shareholder, and their capacity and willingness to provide financial support to the target entity if needed.
Important points:
- Proposed acquirers targeting a qualifying holding of up to 20% must submit a strategy document to the competent authority of the target entity.
- The strategy document must cover the intended holding period, future shareholding intentions, and the acquirer's role as an active or passive minority shareholder.
- Include information on the acquirer's financial position and readiness to provide additional financing to the target entity if required.
Springlex's summary of the article, a reading aid, not a substitute for the legal text.
Where the proposed acquisition would result in the proposed acquirer holding a qualifying holding in the target entity of up to 20 %, the proposed acquirer shall submit to the competent authority of the target entity a document on the strategy containing, where relevant, the following information:
the strategy of the proposed acquirer regarding the proposed acquisition, including the period for which the proposed acquirer intends to hold its shareholding after the proposed acquisition and any intention of the proposed acquirer to increase, reduce or maintain the level of its shareholding in the foreseeable future;
an indication of the intentions of the proposed acquirer towards the target entity, and in particular whether or not the proposed acquirer intends to act as an active minority shareholder, and the rationale for that action;
information on the financial position of the proposed acquirer and its willingness to support the target entity with additional financing if needed for the development of its activities or in case of financial difficulties.
Relevant recitals
Recital 22 Strategy disclosure for significant influence
To ensure a comprehensive assessment of the proposed acquisition, proposed acquirers intending to acquire a qualifying holding of more than 20 % and up to 50 % in the target entity should provide information on their strategy to the competent authority of the target entity. Similarly, proposed acquirers intending to acquire a qualifying holding of up to 20 % in the target entity but exercising an equivalent significant influence over that entity through other means, including the relationships between the proposed acquirer and the existing shareholders, the existence of shareholders’ agreements, the distribution of shares, participating interests and voting rights across shareholders or the proposed acquirer’s position within the group structure of the target entity, should also provide that information to ensure a high degree of homogeneity in assessing proposed acquisitions.
Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.
Definition
placing of crypto-assets
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official currency
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qualifying holding
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distributed ledger
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reception and transmission of orders for crypto-assets on behalf of clients
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exchange of crypto-assets for funds
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consensus mechanism
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operation of a trading platform for crypto-assets
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e-money token
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crypto-asset service
- providing custody and administration of crypto-assets on behalf of clients;
- operation of a trading platform for crypto-assets;
- exchange of crypto-assets for funds;
- exchange of crypto-assets for other crypto-assets;
- execution of orders for crypto-assets on behalf of clients;
- placing of crypto-assets;
- reception and transmission of orders for crypto-assets on behalf of clients;
- providing advice on crypto-assets;
- providing portfolio management on crypto-assets;
- providing transfer services for crypto-assets on behalf of clients;
Definition
offer to the public
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providing advice on crypto-assets
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offeror
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execution of orders for crypto-assets on behalf of clients
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crypto-asset service provider
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crypto-asset
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DLT network node
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funds
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client
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asset-referenced token
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issuer
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exchange of crypto-assets for other crypto-assets
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electronic money token
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providing custody and administration of crypto-assets on behalf of clients
Definition
providing transfer services for crypto-assets on behalf of clients
Definition
distributed ledger technology
Definition
competent authority
- designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;
- designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens;