Artikel 4 Information som ska lämnas in av personer som förvärvar ett indirekt kvalificerat innehav i målenheten

Article 4 addresses a specific scenario that sits alongside the standard notification requirements established in Articles 1 to 3: indirect acquisitions.

Where a proposed acquirer seeks to gain control not by purchasing shares in a target entity directly, but by acquiring control over an entity that already holds a qualifying holding, this article determines what information must be submitted.

It sets out a tiered approach depending on the nature and degree of indirect control, using a multiplication test applied up the corporate chain to determine whether an indirect holding reaches the 10% qualifying threshold.

The information requirements then scale accordingly, with full disclosure obligations applying where outright control is acquired, and a reduced set applying where the indirect holding, when calculated through the chain, only just meets the qualifying threshold.

Important points:

• Proposed acquirers seeking indirect control over a qualifying holding must submit the full range of information required under Articles 1 to 3, 6, 8, and 9, 10, or 11 as applicable, depending on whether they are a natural or legal person.
• A multiplication test is applied across the corporate chain to determine whether an indirect holding qualifies: multiply the direct qualifying holding by each successive level of holding upward, and the obligations apply for as long as the result remains 10% or more.
• Where the indirect holding meets the threshold via the multiplication test but falls short of outright control, a reduced set of information is required, covering identity, integrity, financial soundness, and acquisition details, but not the full strategic business plan.