Annexes to COM(2013)64 - Application of Directive 2007/44/EC on procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector

Please note

This page contains a limited version of this dossier in the EU Monitor.

dossier COM(2013)64 - Application of Directive 2007/44/EC on procedural rules and evaluation criteria for the prudential assessment of acquisitions ...
document COM(2013)64 EN
date February 11, 2013
ANNEX TO THE REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS

Application of Directive 2007/44/EC amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector

Figure 1: Number of notifications in the EU 2008-2011[22]

Figure 2: Percentage of withdrawn notifications and prohibited acquisitions in EU 2008-2011

[1]               Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector, OJ L 247 of 21.09.2007, p.1. Available at: http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2007:247:0001:0016:EN:PDF.

[2]               Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast), OJ L 177/1 of 30.06.2006

[3]               Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, OJ L 145/1 of 30.04.2004

[4]               Directive 2007/44/EC amended the EU (Re-)Insurance Directives 92/49/EEC, 2002/83/EC, 2005/68/EC. Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking up and pursuit of the business of Insurance and Reinsurance (Solvency II), OJ L 335/1 of 17.12.2009 recasted these three Directives.

[5]               The Committee of European Banking Supervisors (CEBS), the Committee of European Insurance and Occupational Pensions Supervisors (CEIOPS) and the Committee of European Securities Regulators (CESR) joint guidelines for the prudential assessment of acquisitions and increases in holdings in the financial sector as required by Directive 2007/44/EC. Available at: http://www.eba.europa.eu/getdoc/09acbe4b-c2ee-4e65-b461-331a7176ac50/2008-18-12_M-A-Guidelines.aspx

[6]               Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC and 2009/65/EC in respect of the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority), OJ L 331of 12.12.2010, p.120. Available at: http://eur-lex.europa.eu/Result.do?T1=V3&T2=2010&T3=78&RechType=RECH_naturel&Submit=Search

[7]               In the negotiations on Omnibus II that are currently taking place the co-legislators are discussing an empowerment for EIOPA to develop regulatory technical standards and implementing technical standards for insurances on the same subject.

[8]               See Figure 1 in the Annex to this Report.

[9]               See Figure 2 in the Annex to this Report.

[10]             Article 10, paragraph 3 MiFID; Article 19, paragraph 1 CRD; Article 57, paragraph 1 Solvency II

[11]             The Qualifying Holdings Directive amends five sectoral directives by including an identical notification requirement. The term "supervised entity" replaces terms "credit institution", "assurance undertaking", "insurance undertaking", "re-insurance undertaking" and "investment firm", which are used in the sectoral directives.

[12]             Paragraph 15, point 6 of Appendix I of 3L3 Guidelines.

[13]             Under point 1 of Appendix I of 3L3 Guidelines " persons are ‘acting in concert’ when each of them decides to exercise his rights linked to the shares he acquires in accordance with an explicit or implicit agreement made between them".

[14]             Article 2(1) (d) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, OJ L 142 of 30.4.2004, p. 12.

[15]             Article 10(a) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, OJ L 390 of 31.12.2004, p. 38. Available at: http://eur-lex.europa.eu/Result.do?T1=V3&T2=2004&T3=109&RechType=RECH_naturel&Submit=Search

[16]             Under paragraph 19 of 3L3 Guidelines "the proportionality principle implies that in the case of intra-group transactions within the group of an existing shareholder without any real or substantial change in the direct or ultimate shareholding of the financial institution, adequate information should be provided to the target supervisor. On the other hand, the shareholder's group should not be re-assessed since the transaction does not affect the influence it exercises over the financial institution".

[17]             Article 10b, paragraph 1, letter c MiFID; Article 19a, paragraph 1, letter c CRD; Article 59, paragraph 1, letter c Solvency II

[18]             Paragraph 56-66.

[19]             Article 10b, paragraph 1, letter e MiFID; Article 19a, paragraph 1, letter e CRD; Article 59, paragraph 1, letter e Solvency II

[20]             Article 10a, paragraph 1 MiFID; Article 19, paragraph 2 CRD; Article 58, paragraph 1 Solvency II

[21]             Article10a, paragraph 1 MiFID; Article 19, paragraph 2 CRD; Article 58, paragraph 1 Solvency II

[22]             The Commission received statistical data from 25 Member States. Furthermore, the data on acquisitions of qualifying holdings in UCITS management companies has been included in the responses by several Member States. An obligation to notify the proposed acquisition of qualifying holding in UCITS management companies is imposed under Article 11(1) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), OJ L 320 of 17.11.2009, p.32. Available at: http://eur-lex.europa.eu/Result.do?T1=V3&T2=2009&T3=65&RechType=RECH_naturel&Submit=Search