Acquisitions In the Financial Sector) Regulations 2009 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the
fice
the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts
the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses
the Oireachtas) Iris Oifigiúil /
ficial Gazette Revised Acts (LRC) Classified List
Legislation (LRC) Translations (acts.ie) Translations (Houses
the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.
Acquisitions In the Financial Sector) Regulations 2009 S.I. No. 206/2009 - European Communities (Assessment
Acquisitions In the Financial Sector) Regulations 2009 AmendmentsLeasuithe Download PDF Íoslódáil PDF S.I. No. 206
2009 EUROPEAN COMMUNITIES (ASSESSMENT
ACQUISITIONS IN THE FINANCIAL SECTOR) REGULATIONS 2009 Notice
the making
this Statutory Instrument was published in “Iris Oifigiúil”
9th June, 2009. I, BRIAN LENIHAN, Minister for Finance, in exercise
the powers conferred on me by section 3
the European Communities Act 1972 (No. 27
1972), as amended by the European Communities (Amendment) Act 1993 (No. 25
1993), and for the purpose
giving effect to Directive 2007/44/EC 1
the European Parliament and
the Council amending Council Directive 92/49/EEC 2 and Directives 2002/83/EC 3 , 2004/39/EC 4 , 2005/68/EC 5 and 2006/48/EC 6
the European Parliament and
the Council as regards procedural rules and evaluation criteria for the prudential assessment
acquisitions and increase
holdings in the financial sector, hereby make the following regulations: Citation. 1. These Regulations may be cited as the European Communities (Assessment
Acquisitions in the Financial Sector) Regulations
their making is published in Iris Oifigiúil. Amendment
the European Communities (Licensing and Supervision
Credit Institutions) Regulations
Credit Institutions) Regulations 1992 ( S.I. No. 395
1992 ) are amended as follows: (a) in Regulation 2
“authorisation” the following: “ ‘assessment period’, in relation to a proposed acquisition, means the period during which, under Regulation 14B, the Bank is required to complete the assessment
the acquisition, and includes any extension
that period under paragraph
that Regulation;”, (ii) by substituting for the definition
“qualifying holding” the following: “ ‘prescribed percentage’ means 20%, 33% or 50%; ‘proposed acquirer’ has the meaning given by paragraph
the capital
, or the voting rights in, the credit institution, or (b) that makes it possible to exercise a significant influence over the management
the credit institution;”, and (iii) by substituting for the definition
“undertaking” the following: “ ‘undertaking’ has the same meaning as it has in Regulation 3
the European Communities (Companies: Group Accounts) Regulations 1992 ( S.I. No. 201
1992 ); ‘working day’ means a day that is not a Saturday nor a Sunday nor a public holiday within the meaning
the Organisation
Working Time Act 1997 (No. 20
1997).”; (b) in Regulation 2 by inserting after paragraph (1A) the following: “(1B) A reference in these Regulations to a ‘proposed acquirer’ is a reference to a person who proposes to acquire or increase a qualifying holding in a credit institution, and includes a group
persons acting in concert to acquire or increase such a holding. (1C) A reference in these Regulations to a ‘proposed acquisition’ is a reference to— (a) the proposed acquisition
a qualifying holding in a credit institution, or (b) a proposed increase in a qualifying holding in such an institution that results in the size
the holding reaching or exceeding a prescribed percentage.”; (c) by inserting after regulation 2 the following: “Determination
voting rights for certain purposes. 2A.
determining whether a holding in a credit institution— (
the capital
or voting rights in the credit institution, the rules regarding the calculation
voting rights in Regulations 9 and 10, paragraphs
Regulation 12 and Regulations 14
the Transparency (Directive 2004/109/EC) Regulations 2007 ( S.I. No. 277
2007 ) and the conditions regarding aggregation
voting rights in Regulation 18
those Regulations shall be taken into account.
providing the underwriting
financial instruments or placing
financial instruments on a firm commitment basis shall not be taken into account if those rights or shares are not exercised or otherwise used to intervene in the management
the issuer and are disposed
within one year
acquisition.”; (d) by substituting for Regulation 14 the following: “Restrictions on acquiring and disposing
qualifying holdings in credit institutions. 14.
the intended size
the holding.
the holding without having previously notified the Bank in writing
the intended size
the holding if, as a result
the increase— (a) the percentage
the capital
, or the voting rights in, the credit institution that the proposed acquirer holds would reach or exceed a prescribed percentage, or (b) in the case
a proposed acquirer that is a company or other body corporate, the credit institution would become the proposed acquirer’s subsidiary.
Regulation 14C, and in particular shall include information on who the proposed acquirers are, the individuals to be responsible for their management, how the proposed acquisition is to be financed (including details
any proposed issue
financial instruments) and the structure
the resulting group.
notification published by the Bank on 25 May 2009 entitled “Acquiring Transaction Notification Form”, and includes any document in relation to the proposed acquisition or proposed acquirer concerned required by that form.
a qualifying holding in a credit institution without having previously notified the Bank in writing
the intended size
the holding.
part
a qualifying holding in a credit institution without having previously notified the Bank in writing
the intended size
the holding if, as a result
the disposal— (a) the percentage
the capital
, or the voting rights in, the credit institution that the person holds would fall to or below a prescribed percentage, or (b) in the case
a person that is a company or other body corporate, the credit institution would cease to be the person’s subsidiary. Credit institutions to provide information on certain acquisitions and disposals. 14A.
the acquisition
a qualifying holding in it, or an increase in the size
such a holding that results in the holding reaching or exceeding a prescribed percentage, the credit institution shall inform the Bank in writing
the acquisition or increase without delay.
a disposal
, or a reduction in the size
, a holding in it that results in the holding ceasing to be a qualifying holding or falling to or below a prescribed percentage, the credit institution shall inform the Bank in writing
the disposal or reduction without delay. Period for assessment
proposed acquisition. 14B.
Regulation 14 from a proposed acquirer, the Bank shall acknowledge receipt
the notification in writing.
paragraph
the proposed acquisition concerned.
the written acknowledgement referred to in paragraph
the proposed acquisition concerned in accordance with Regulation 14C.
receipt
a notification referred to in paragraph
the date on which the assessment period will end.
that period, the Bank may request any further information necessary to complete the assessment
the acquisition. If the Bank makes such a request it shall acknowledge the receipt
any information received in response to the request.
— (a) the period between the date
the request and the date
the receipt
a response from the proposed acquirer concerned, and (b) 20 working days.
information already supplied but such a further request does not interrupt the assessment period.
a Member State that gives effect to Directive 85/611/EEC 7 , 92/49/EEC 8 , 2002/83/EC 9 , 2004/39/EC 10 , 2005/68/EC 11 or 2006/48/EC 12 . Assessment
proposed acquisitions. 14C.
the assessment
a proposed acquisition is to ensure the sound and prudent management
the credit institution concerned.
the proposed acquirer concerned on the credit institution concerned, and (b) shall appraise the suitability
the proposed acquirer and the financial soundness
the proposed acquisition concerned against all
the following criteria: (i) the reputation
the proposed acquirer; (ii) the reputation and experience
the individuals who will direct the business
the credit institution as a result
the proposed acquisition; (iii) the financial soundness
the proposed acquirer, in particular in relation to the type
business pursued and envisaged in the credit institution; (iv) whether the credit institution will be able to comply and continue to comply with the prudential requirements
existing legislation; (v) whether the group
which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation
responsibilities among the competent authorities; (vi) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning
Directive 2005/60/EC 13 ) is being or has been committed or attempted, or that the proposed acquisition could increase the risk
money laundering or terrorist financing.
the economic needs
the market.
other Member States in certain cases. 14D.
a proposed acquisition, the Bank shall work in full consultation with the relevant competent authorities
other Member States if the proposed acquirer concerned is— (a) an insurance undertaking, reinsurance undertaking, credit institution, investment firm or UCITS management company, or the market operator
a regulated market, authorised by a competent authority
another Member State, (b) the parent undertaking
such an undertaking, institution, investment firm, company or market operator, or (c) a person that controls such an undertaking, institution, investment firm, company or market operator.
a regulated market’ respectively have the same meanings as in the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60
2007 ).
a proposed acquisition. The Bank shall communicate to each such other competent authority all relevant information upon request and all essential information on its own initiative.
a proposed acquisition in a credit institution authorised by the Bank, shall indicate any views or reservations expressed by the competent authority responsible for the proposed acquirer concerned. Bank may fix period for completion
acquisition, etc. 14E.
credit institutions, and may at any time revoke or vary any condition or requirement so imposed. Notice
Bank’s decision. 14F.
a proposed acquisition the Bank decides to oppose it, the Bank shall, within two working days, but before the end
the assessment period, so inform the proposed acquirer concerned in writing and give reasons for that decision.
the reasons for the decision if the proposed acquirer concerned so requests. The Bank may in its discretion publish such a statement even without any request by the proposed acquirer.
any other law that requires the acquisition to be approved by the Bank, to have been so approved. Bank may oppose certain acquisitions. 14G. The Bank may oppose a proposed acquisition only if— (a) there are reasonable grounds for doing so on the basis
the criteria in paragraphs
Regulation 14C, or (b) the information provided by the proposed acquirer concerned in its notification under paragraph
Regulation 14 is incomplete, or the proposed acquirer has not provided information in response to a request under paragraph
Regulation 14B. Decision to oppose proposed acquisition to be appealable. 14H. A decision by the Bank to oppose a proposed acquisition, to impose a condition or requirement on a proposed acquisition, or to vary such a condition or requirement, is an appealable decision for the purposes
A
the Central Bank Act 1942 (No. 22
1942). Circumstances in which proposed acquisition not to be completed. 14I.
the acquisition in accordance with paragraph
Regulation 14, (b) the Bank has acknowledged that notification in accordance with Regulation 14B
paragraph
no effect to pass title to any share or any other interest, and (b) any exercise
powers based on the purported acquisition
the holding concerned is void. Effect
section 201
the Companies Act 1963 . 14J. If a transaction is both a proposed acquisition and a compromise or arrangement for the purposes
sections 201 and 202
the Companies Act 1963 (No. 33
1963), the court shall not make an order under section 201
that Act in relation to the transaction until after the end
the assessment period in relation to the transaction under Regulation 14B. Credit institutions to provide information about shareholdings, etc. 14K. A credit institution shall, at times specified by the Bank and at least once a year, notify the Bank
the names
shareholders or members who have qualifying holdings and the size
each such holding.
fence
providing false or misleading information, etc. 14L. A person who provides the Bank with information in purported compliance with a requirement
or under any
Regulations 14 to 14L, knowing the information to be false or misleading, commits an
fence and is liable on summary conviction to a fine not exceeding €1,900. Powers
court in relation to certain persons with qualifying holdings. 14M.
, or voting rights attaching to shares in, a credit institution is exercising an influence on the direction
the affairs
the credit institution which is, or is likely to be, detrimental to the prudent and sound management
the credit institution, it shall, subject to paragraph
its intention to issue the direction and shall give the person an opportunity to make such representations on the matter as he or she may wish to make within a period specified by the Bank in the notification.
A
the Central Bank Act 1942 .
the opinion that a direction under paragraph
time, the Bank may, without prejudice to any
its other functions, do any one or more
the following: (a) issue a direction to the credit institution concerned under section 21 (as amended by the Central Bank and Financial Services Authority
Ireland Act 2004 (No.21
2004))
the Central Bank Act 1971 (No.24
1971) (and for that purpose the references in that section to ‘holder
a licence’ and ‘holder’ shall be read as a reference to a credit institution and the references to ‘banking business’ and ‘banking’ shall be read as references to the taking
deposits or granting
credit by a credit institution); (
ficer or staff
, or persons engaged by, the credit institution and prohibiting any director, manager, secretary,
ficer or any other person acting on behalf
the credit institution from seeking directions from, or consulting, the person concerned, or from acting on such directions without the consent
the Bank, (ii) to suspend the exercise by the person concerned
any interest in or voting rights attaching to shares held by that person in the credit institution concerned, (iii) for an order from the Court requiring the person concerned to dispose
some or all
his shareholding, interests or rights in the credit institution within a period specified by the Court, or (iv) for such other order as the Court considers appropriate.
the nature or the circumstances
the case or otherwise in the interests
justice that it is desirable, the whole or any part
proceedings before it under this Regulation may be heard otherwise than in public.”. Amendment
the European Communities (Non-Life Insurance) Framework Regulations
1994 ) are amended as follows: (a) in Article 2
“participation”: “ ‘qualifying holding’ means, subject to Article 2A, a direct or indirect holding in an insurance undertaking— (a) that represents 10% or more
the capital
, or the voting rights in, the undertaking, or (b) that makes it possible to exercise a significant influence over the management
the undertaking;”; (b) by inserting after Article 2— “Determination
voting rights for certain purposes. 2A.
determining whether a holding in an insurance undertaking— (
the capital
or voting rights in the undertaking, the rules regarding the calculation
voting rights in Regulations 9 and 10, paragraphs
Regulation 12 and Regulations 14
the Transparency (Directive 2004/109/EC) Regulations 2007 ( S.I. No. 277
2007 ) and the conditions regarding aggregation
voting rights in Regulation 18
those Regulations shall be taken into account.
providing the underwriting
financial instruments or placing
financial instruments on a firm commitment basis shall not be taken into account if those rights or shares are not exercised or otherwise used to intervene in the management
the issuer and are disposed
within one year
acquisition.”; (c) in Article 9, by deleting paragraph
the acquisition, and includes any extension
that period under paragraph
that Article; ‘credit institution’ has the same meaning as in the European Communities (Reinsurance) Regulations 2006 ( S.I. No. 380
2006 ); ‘investment firm’ has the same meaning as in the European Communities (Reinsurance) Regulations 2006 ( S.I. No. 380
2006 ); ‘parent undertaking’ has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992 ( S.I. No. 201
1992 ); ‘prescribed percentage’ means 20%, 33% or 50%; ‘proposed acquirer’ has the meaning given by paragraph
the Organisation
Working Time Act 1997 (No. 20
1997).
persons acting in concert to acquire or increase such a holding.
a qualifying holding in an insurance undertaking, or (b) a proposed increase in a qualifying holding in such an undertaking that results in the size
the holding reaching or exceeding a prescribed percentage. Restrictions on acquiring and disposing
qualifying holdings in insurance undertakings. 20A.
the intended size
the holding.
the holding without having previously notified the Bank in writing
the intended size
the holding if, as a result
the increase— (a) the percentage
the capital
, or the voting rights in, the undertaking that the proposed acquirer holds would reach or exceed a prescribed percentage, or (b) in the case
a proposed acquirer that is a company or other body corporate, the undertaking would become the proposed acquirer’s subsidiary.
D, and in particular shall include information on who the proposed acquirers are, the individuals to be responsible for their management, how the proposed acquisition is to be financed (including details
any proposed issue
financial instruments) and the structure
the resulting group.
notification published by the Bank on 25 May 2009 entitled “Acquiring Transaction Notification Form”, and includes any document in relation to the proposed acquisition or proposed acquirer concerned required by that form.
a qualifying holding in an insurance undertaking without having previously notified the Bank in writing
the intended size
the holding.
part
a qualifying holding in an insurance undertaking without having previously notified the Bank in writing
the intended size
the holding if, as a result
the disposal— (a) the percentage
the capital
, or the voting rights in, the undertaking that the person holds would fall to or below a prescribed percentage, or (b) in the case
a person that is a company or other body corporate, the undertaking would cease to be the person’s subsidiary. Insurance undertakings to provide information on certain acquisitions and disposals. 20B.
the acquisition
a qualifying holding in it, or an increase in the size
such a holding that results in the holding reaching or exceeding a prescribed percentage, the undertaking shall inform the Bank in writing
the acquisition or increase without delay.
a disposal
, or a reduction in the size
, a holding in it that results in the holding ceasing to be a qualifying holding or falling to or below a prescribed percentage, the undertaking shall inform the Bank in writing
the disposal or reduction without delay. Period for assessment
proposed acquisition. 20C.
A from a proposed acquirer, the Bank shall acknowledge receipt
the notification in writing.
paragraph
the proposed acquisition concerned.
the written acknowledgement referred to in paragraph
the proposed acquisition concerned in accordance with Article 20D.
receipt
a notification referred to in paragraph
the date on which the assessment period will end.
that period, the Bank may request any further information necessary to complete the assessment
the acquisition. If the Bank makes such a request it shall acknowledge the receipt
any information received in response to the request.
— (a) the period between the date
the request and the date
the receipt
a response from the proposed acquirer concerned, and (b) 20 working days.
information already supplied but such a further request does not interrupt the assessment period.
a Member State that gives effect to Directive 85/611/EEC 1 , 92/49/EEC 2 , 2002/83/EC 3 , 2004/39/EC 4 , 2005/68/EC 5 or 2006/48/EC 6 . Assessment
proposed acquisitions. 20D.
the assessment
a proposed acquisition is to ensure the sound and prudent management
the insurance undertaking concerned.
the proposed acquirer concerned on the undertaking, and (b) shall appraise the suitability
the proposed acquirer and the financial soundness
the proposed acquisition concerned against all
the following criteria: (i) the reputation
the proposed acquirer; (ii) the reputation and experience
the individuals who will direct the business
the undertaking as a result
the proposed acquisition; (iii) the financial soundness
the proposed acquirer, in particular in relation to the type
business pursued and envisaged in the undertaking in which the acquisition is proposed; (iv) whether the undertaking will be able to comply and continue to comply with the prudential requirements
existing legislation; (v) whether the group
which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation
responsibilities among the competent authorities; (vi) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning
Directive 2005/60/EC7 ) is being or has been committed or attempted, or that the proposed acquisition could increase the risk
money laundering or terrorist financing.
the economic needs
the market.
other Member States in certain cases. 20E.
a proposed acquisition, the Bank shall work in full consultation with the relevant competent authorities
other Member States if the proposed acquirer concerned is— (a) an insurance undertaking, reinsurance undertaking, credit institution, investment firm or UCITS management company, or the market operator
a regulated market, authorised by a competent authority
another Member State, (b) the parent undertaking
such an undertaking, institution, investment firm, company or market operator, or (c) a person that controls such an undertaking, institution, investment firm, company or market operator.
a regulated market’ respectively have the same meanings as in the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60
2007 ).
a proposed acquisition. The Bank shall communicate to each such other competent authority all relevant information upon request and all essential information on its own initiative.
a proposed acquisition in an insurance undertaking authorised by the Bank, shall indicate any views or reservations expressed by the competent authority responsible for the proposed acquirer concerned. Bank may fix period for completion
acquisition, etc. 20F.
insurance undertakings, and may at any time revoke or vary any condition or requirement so imposed. Notice
Bank’s decision. 20G.
a proposed acquisition the Bank decides to oppose it, the Bank shall, within two working days, but before the end
the assessment period, so inform the proposed acquirer concerned in writing and give reasons for that decision.
the reasons for the decision if the proposed acquirer concerned so requests. The Bank may in its discretion publish such a statement even without any request by the proposed acquirer.
any other law that requires the acquisition to be approved by the Bank, to have been so approved. Bank may oppose certain acquisitions. 20H. The Bank may oppose a proposed acquisition only if— (a) there are reasonable grounds for doing so on the basis
the criteria in paragraphs
D, or (b) the information provided by the proposed acquirer concerned in its notification under Article 20A is incomplete, or the proposed acquirer has not provided information in response to a request under paragraph
20I. A decision by the Bank to oppose a proposed acquisition, or impose a condition or requirement on a proposed acquisition, or to vary such a condition or requirement is an appealable decision for the purposes
A
the Central Bank Act 1942 (No. 22
1942). Circumstances in which proposed acquisition not to be completed. 20J.
the acquisition in accordance with Article 20A, (b) the Bank has acknowledged that notification in accordance with Article 20C
paragraph
no effect to pass title to any share or any other interest, and (b) any exercise
powers based on the purported acquisition
the holding concerned is void. Effect
section 201
the Companies Act 1963 . 20K. If a transaction is both a proposed acquisition and a compromise or arrangement for the purposes
sections 201 and 202
the Companies Act 1963 (No. 33
1963), the court shall not make an order under section 201
that Act in relation to the transaction until after the end
the assessment period in relation to the transaction. Insurance undertakings to provide information about shareholdings, etc. 20L. An insurance undertaking shall, at times specified by the Bank and at least once a year, notify the Bank
the names
shareholders or members who have qualifying holdings and the size
each such holding.
fence
providing false or misleading information, etc. 20M. A person who provides the Bank with information in purported compliance with a requirement
or under this Part, knowing the information to be false or misleading, commits an
fence and is liable on summary conviction to a fine not exceeding €1,900. Power
Court to make certain orders. 20N.
the undertaking, it may apply to the Court for an order under paragraph
the application on the person to whom the application relates. On being served with the notice, that person becomes the respondent to the application.
an application under paragraph
the following orders: (a) an order directing the respondent to dispose
the holding or a specified part
it; (b) an order suspending the exercise
the voting rights attached to the relevant shares; (c) an order invalidating votes already exercised by holders
those shares.”. Amendment
the European Communities (Life Assurance) Framework Regulations
1994 ) are amended as follows: (a) in Article 2
“property linked benefits”— “ ‘qualifying holding’ in an insurance undertaking means, subject to Article 2A, a direct or indirect holding— (a) that represents 10% or more
the capital
, or voting rights in, the undertaking, or (b) that makes it possible to exercise a significant influence over the management
the undertaking;”; (b) by inserting after Article 2— “Determination
voting rights for certain purposes. 2A.
determining whether a holding in an insurance undertaking— (
the capital
or voting rights in the undertaking, the rules regarding the calculation
voting rights in Regulations 9 and 10, paragraphs
Regulation 12 and Regulations 14
the Transparency (Directive 2004/109/EC) Regulations 2007 ( S.I. No. 277
2007 ) and the conditions regarding aggregation
voting rights in Regulation 18
those Regulations shall be taken into account.
providing the underwriting
financial instruments or placing
financial instruments on a firm commitment basis shall not be taken into account, provided that those rights or shares are not exercised or otherwise used to intervene in the management
the issuer and are disposed
within one year
acquisition.”; (c) in Article 9, by deleting paragraph
CERTAIN INTERESTS IN INSURANCE UNDERTAKINGS Interpretation and effect: Part 4. 40.
the acquisition, and includes any extension
that period under paragraph
that Article; ‘credit institution’ has the same meaning as in the European Communities (Reinsurance) Regulations 2006 ( S.I. No. 380
2006 ); ‘investment firm’ has the same meaning as in the European Communities (Reinsurance) Regulations 2006 ( S.I. No. 380
2006 ); ‘parent undertaking’ has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992 ( S.I. No. 201
1992 ); ‘prescribed percentage’ means 20%, 33% or 50%; ‘proposed acquirer’ has the meaning given by paragraph
the Organisation
Working Time Act 1997 (No. 20
1997).
persons acting in concert to acquire or increase such a holding.
a qualifying holding in an insurance undertaking, or (b) a proposed increase in a qualifying holding in such an undertaking that results in the size
the holding reaching or exceeding a prescribed percentage. Restrictions on acquiring and disposing
qualifying holdings in insurance undertakings. 40A.
the intended size
the holding.
the holding without having previously notified the Bank in writing
the intended size
the holding if, as a result
the increase— (a) the percentage
the capital
, or the voting rights in, the undertaking that the proposed acquirer holds would reach or exceed a prescribed percentage, or (b) in the case
a proposed acquirer that is a company or other body corporate, the undertaking would become the proposed acquirer’s subsidiary.
D, and in particular shall include information on who the proposed acquirers are, the individuals to be responsible for their management, how the proposed acquisition is to be financed (including details
any proposed issue
financial instruments) and the structure
the resulting group.
notification published by the Bank on 25 May 2009 entitled “Acquiring Transaction Notification Form”, and includes any document in relation to the proposed acquisition or proposed acquirer concerned required by that form.
a qualifying holding in an insurance undertaking without having previously notified the Bank in writing
the intended size
the holding.
part
a qualifying holding in an insurance undertaking without having previously notified the Bank in writing
the intended size
the holding if, as a result
the disposal— (a) the percentage
the capital
, or the voting rights in, the undertaking that the person holds would fall to or below a prescribed percentage, or (b) in the case
a person that is a company or other body corporate, the undertaking would cease to be the person’s subsidiary. Insurance undertakings to provide information in relation to certain acquisitions and disposals. 40B.
the acquisition
a qualifying holding in it, or an increase in the size
such a holding that results in the holding reaching or exceeding a prescribed percentage, the undertaking shall inform the Bank in writing
the acquisition or increase without delay.
a disposal
, or a reduction in the size
, a holding in it that results in the holding ceasing to be a qualifying holding or falling to or below a prescribed percentage, the undertaking shall inform the Bank in writing
the disposal or reduction without delay. Period for assessment
proposed acquisition. 40C.
A from a proposed acquirer, the Bank shall acknowledge receipt
the notification in writing.
paragraph
the proposed acquisition concerned.
the written acknowledgement referred to in paragraph
the proposed acquisition concerned in accordance with Article 40D.
receipt
a notification referred to in paragraph
the date on which the assessment period will end.
that period, the Bank may, request any further information necessary to complete the assessment
the acquisition. If the Bank makes such a request it shall acknowledge the receipt
any information received in response to the request.
— (a) the period between the date
the request and the date
the receipt
a response from the proposed acquirer concerned, and (b) 20 working days.
information already supplied but such a further request does not interrupt the assessment period.
a Member State that transposes Directive 85/611/EEC 1 , 92/49/EEC 2 , 2002/83/EC 3 , 2004/39/EC 4 , 2005/68/EC 5 or 2006/48/EC 6 . Assessment
proposed acquisitions. 40D.
the assessment
a proposed acquisition is to ensure the sound and prudent management
the insurance undertaking concerned.
the proposed acquirer concerned on the insurance undertaking concerned, and (b) shall appraise the suitability
the proposed acquirer and the financial soundness
the proposed acquisition concerned against all
the following criteria: (i) the reputation
the proposed acquirer; (ii) the reputation and experience
the individuals who will direct the business
the undertaking as a result
the proposed acquisition; (iii) the financial soundness
the proposed acquirer, in particular in relation to the type
business pursued and envisaged in the undertaking; (iv) whether the undertaking will be able to comply and continue to comply with the prudential requirements
existing legislation; (v) whether the group
which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation
responsibilities among the competent authorities; (vi) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning
Directive 2005/60/EC7 ) is being or has been committed or attempted, or that the proposed acquisition could increase the risk
money laundering or terrorist financing.
the economic needs
the market.
other Member States in certain cases. 40E.
a proposed acquisition, the Bank shall work in full consultation with the relevant competent authorities
other Member States if the proposed acquirer concerned is— (a) an insurance undertaking, reinsurance undertaking, credit institution, investment firm or UCITS management company, or the market operator
a regulated market, authorised by a competent authority
another Member State, (b) the parent undertaking
such an undertaking, institution, investment firm, company or market operator, or (c) a person that controls such an undertaking, institution, investment firm, company or market operator.
a regulated market’ respectively have the same meanings as in the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60
2007 ).
a proposed acquisition. The Bank shall communicate to each such other competent authority all relevant information upon request and all essential information on its own initiative.
a proposed acquisition in an insurance undertaking authorised by the Bank, shall indicate any views or reservations expressed by the competent authority responsible for the proposed acquirer concerned. Bank may fix period for completion
acquisition etc. 40F.
insurance undertakings, and may at any time revoke or vary any condition or requirement so imposed. Notice
Bank’s decision. 40G.
a proposed acquisition the Bank decides to oppose it, the Bank shall, within two working days, but before the end
the assessment period, so inform the proposed acquirer concerned in writing and give reasons for that decision.
the reasons for the decision if the proposed acquirer concerned so requests. The Bank may in its discretion publish such a statement even without any request by the proposed acquirer.
any other law that requires the acquisition to be approved by the Bank, to have been so approved. Bank may oppose certain acquisitions. 40H. The Bank may oppose a proposed acquisition only if— (a) there are reasonable grounds for doing so on the basis
the criteria in paragraph
D, or (b) the information provided by the proposed acquirer in its notification under Article 40A is incomplete, or the proposed acquirer has not provided information in response to a request under paragraph
40I. A decision by the Bank to oppose a proposed acquisition, to impose a condition or requirement on a proposed acquisition, or to vary such a condition or requirement is an appealable decision for the purposes
A
the Central Bank Act 1942 (No. 22
1942). Circumstances in which proposed acquisition not to be completed. 40J.
the acquisition in accordance with Article 40A, (b) the Bank has acknowledged that notification in accordance with Article 40C
paragraph
no effect to pass title to any share or any other interest, and (b) any exercise
powers based on the purported acquisition
the holding concerned is void. Effect
section 201
the Companies Act 1963 . 40K. If a transaction is both a proposed acquisition and a compromise or arrangement for the purposes
sections 201 and 202
the Companies Act 1963 (No. 33
1963), the court shall not make an order under section 201
that Act in relation to the transaction until after the end
the assessment period in relation to the transaction. Insurance undertakings to provide information about shareholdings, etc. 40L. An insurance undertaking shall, at times specified by the Bank and at least once a year, notify the Bank
the names
shareholders or members who have qualifying holdings and the size
each such holding.
fence
providing false or misleading information, etc. 40M. A person who provides the Bank with information in purported compliance with a requirement
or under this Part, knowing the information to be false or misleading, commits an
fence and is liable on summary conviction to a fine not exceeding €1,900. Power
Court to make certain orders. 40N.
the undertaking, it may apply to the Court for an order under paragraph
the application on the person to whom the application relates. On being served with the notice, that person becomes the respondent to the application.
an application under paragraph
the following orders: (a) an order directing the respondent to dispose
the holding or a specified part
it; (b) an order suspending the exercise
the voting rights attached to the relevant shares; (c) an order invalidating votes already exercised by holders
those shares.”. Amendment
the European Communities (Reinsurance) Regulations
2006 ) are amended as follows: (a) in Regulation 3
“qualifying holding”— “ ‘qualifying holding’ in a reinsurance undertaking or an SPRV means, subject to Regulation 3A, a direct or indirect holding— (a) that represents 10% or more
the capital
, or the voting rights in, the undertaking or SPRV, or (b) that makes it possible to exercise a significant influence over the management
the undertaking or SPRV;”; (b) by inserting after regulation 3— “Determination
voting rights. 3A.
determining whether a holding in a reinsurance undertaking or an SPRV— (
the capital
, or voting rights in, the undertaking or SPRV, the rules regarding the calculation
voting rights in Regulations 9 and 10, paragraphs
Regulation 12 and Regulations 14
the Transparency (Directive 2004/109/EC) Regulations 2007 ( S.I. No. 277
2007 ) and the conditions regarding aggregation
voting rights in Regulation 18
those Regulations shall be taken into account.
providing the underwriting
financial instruments or placing
financial instruments on a firm commitment basis shall not be taken into account, provided that those rights or shares are not exercised or otherwise used to intervene in the management
the issuer and are disposed
within one year
acquisition.”; (c) by substituting for Part 8 the following: “PART 8 ACQUISITION AND DISPOSAL
CERTAIN INTERESTS IN AUTHORISED REINSURANCE UNDERTAKINGS AND SPRVs Interpretation and effect: Part 8. 40.
the acquisition, and includes any extension
that period under paragraph
that Regulation; ‘parent undertaking’ has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992 ( S.I. No. 201
1992 ); ‘prescribed percentage’ means 20%, 33% or 50%; ‘proposed acquirer’ has the meaning given by paragraph
the Organisation
Working Time Act 1997 (No. 20
1997).
persons acting in concert to acquire or increase such a holding.
a qualifying holding in an authorised reinsurance undertaking or SPRV, or (b) a proposed increase in a qualifying holding in such an undertaking or SPRV that results in the size
the holding reaching or exceeding a prescribed percentage. Restrictions on acquiring and disposing
qualifying holdings in authorised reinsurance undertakings and SPRVs. 40A.
the intended size
the holding.
the holding without having previously notified the Bank in writing
the intended size
the holding if, as a result
the increase— (a) the percentage
the capital
, or the voting rights in, the undertaking or SPRV that the proposed acquirer holds would reach or exceed a prescribed percentage, or (b) in the case
a proposed acquirer that is a company or other body corporate, the undertaking or SPRV would become the proposed acquirer’s subsidiary.
Regulation 41A, and in particular shall include information on who the proposed acquirers are, the individuals to be responsible for their management, how the proposed acquisition is to be financed (including details
any proposed issue
financial instruments) and the structure
the resulting group.
notification published by the Bank on 25 May 2009 entitled “Acquiring Transaction Notification Form”, and includes any document in relation to the proposed acquisition or proposed acquirer concerned required by that form.
a qualifying holding in an authorised reinsurance undertaking or SPRV without having previously notified the Bank in writing
the intended size
the holding.
part
a qualifying holding in an authorised reinsurance undertaking or SPRV without having previously notified the Bank in writing
the intended size
the holding if, as a result
the disposal— (a) the percentage
the capital
, or the voting rights in, the undertaking or SPRV that the person holds would fall to or below a prescribed percentage, or (b) in the case
a person that is a company or other body corporate, the undertaking or SPRV would cease to be the person’s subsidiary. Reinsurance undertakings and SPRVs to provide information on certain acquisitions and disposals. 40B.
an acquisition
a qualifying holding in it, or an increase in the size
such a holding that results in the holding reaching or exceeding a prescribed percentage, the undertaking or SPRV shall inform the Bank in writing
the acquisition or increase without delay.
a disposal
, or a reduction in the size
, a holding in it that results in the holding ceasing to be a qualifying holding or falling to or below a prescribed percentage, the undertaking or SPRV shall inform the Bank in writing
the disposal or reduction without delay. Period for assessment
proposed acquisition. 41.
Regulation 40A from a proposed acquirer, the Bank shall acknowledge receipt
the notification in writing.
paragraph
the proposed acquisition concerned.
the written acknowledgement referred to in paragraph
the proposed acquisition concerned in accordance with Regulation 41A.
receipt
a notification referred to in paragraph
the date on which the assessment period will end.
that period, the Bank may request any further information necessary to complete the assessment
the acquisition. If the Bank makes such a request it shall acknowledge the receipt
any information received in response to the request.
— (a) the period between the date
the request and the date
the receipt
a response from the proposed acquirer concerned, and (b) 20 working days.
information already supplied but such a further request does not interrupt the assessment period.
a Member State that gives effect to Directive 85/611/EEC 1 , 92/49/EEC 2 , 2002/83/EC 3 , 2004/39/EC 4 , 2005/68/EC 5 or 2006/48/EC 6 . Assessment
proposed acquisitions. 41A.
the assessment
a proposed acquisition is to ensure the sound and prudent management
the authorised reinsurance undertaking or SPRV concerned.
the proposed acquirer concerned on the authorised reinsurance undertaking or SPRV concerned, and (b) shall appraise the suitability
the proposed acquirer and the financial soundness
the proposed acquisition concerned against all
the following criteria: (i) the reputation
the proposed acquirer; (ii) the reputation and experience
the individuals who will direct the business
the undertaking or SPRV as a result
the proposed acquisition; (iii) the financial soundness
the proposed acquirer, in particular in relation to the type
business pursued and envisaged in the undertaking or SPRV in which the acquisition is proposed; (iv) whether the undertaking or SPRV will be able to comply and continue to comply with the prudential requirements
existing legislation; (v) whether the group
which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation
responsibilities among the competent authorities; (vi) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning
Directive 2005/60/EC 7 ) is being or has been committed or attempted, or that the proposed acquisition could increase the risk
money laundering or terrorist financing.
the economic needs
the market.
other Member States in certain cases. 42.
a proposed acquisition, the Bank shall work in full consultation with the relevant competent authorities
other Member States if the proposed acquirer concerned is— (a) an insurance undertaking, reinsurance undertaking, credit institution, investment firm or UCITS management company, or the market operator
a regulated market, authorised by a competent authority
another Member State, (b) the parent undertaking
such an undertaking, institution, investment firm, company or market operator, or (c) a person that controls such an undertaking, institution, investment firm, company or market operator.
a regulated market’ respectively have the same meanings as in the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60
2007 ).
a proposed acquisition. The Bank shall communicate to each such other competent authority all relevant information upon request and all essential information on its own initiative.
a proposed acquisition in an authorised reinsurance undertaking or SPRV authorised by the Bank, shall indicate any views or reservations expressed by the competent authority responsible for the proposed acquirer concerned. Bank may fix period for completion
acquisition etc. 42A.
authorised reinsurance undertakings and SPRVs, and may at any time revoke or vary any condition or requirement so imposed. Notice
Bank’s decision. 43.
a proposed acquisition the Bank decides to oppose it, the Bank shall, within two working days, but before the end
the assessment period, so inform the proposed acquirer concerned in writing and give reasons for that decision.
the reasons for the decision if the proposed acquirer concerned so requests. The Bank may in its discretion publish such a statement even without any request by the proposed acquirer.
any other law that requires the acquisition to have been approved by the Bank, to have been so approved. Bank may oppose certain acquisitions. 43A. The Bank may oppose a proposed acquisition in an authorised reinsurance undertaking or SPRV only if— (a) there are reasonable grounds for doing so on the basis
the criteria in paragraph
Regulation 41A, or (b) the information provided by the proposed acquirer concerned in its notification under Regulation 40A is incomplete, or the proposed acquirer has not provided information in response to a request under paragraph
Regulation
A
the Central Bank Act 1942 (No. 22
1942). Circumstances in which proposed acquisition not to be completed. 44A.
the acquisition in accordance with Regulation 40A, (b) the Bank has acknowledged that notification in accordance with Regulation 41
paragraph
no effect to pass title to any share or any other interest, and (b) any exercise
powers based on the purported acquisition
the holding concerned is void. Effect
section 201
the Companies Act 1963 . 45. If a transaction is both a proposed acquisition and a compromise or arrangement for the purposes
sections 201 and 202
the Companies Act 1963 (No. 33
1963), the court shall not make an order under section 201
that Act in relation to the transaction until after the end
the assessment period in relation to the transaction. Authorised reinsurance undertakings and SPRVs to provide information about shareholdings, etc. 45A. An authorised reinsurance undertaking or SPRV shall, at times specified by the Bank and at least once a year, notify the Bank
the names
shareholders or members who have qualifying holdings and the size
each such holding. Power
Court to make certain orders. 45B.
the reinsurance undertaking or SPRV, it may apply to the Court for an order under paragraph
the application on the person to whom the application relates. On being served with the notice, that person becomes the respondent to the application.
an application under paragraph
the following orders: (a) an order directing the respondent to dispose
the holding or a specified part
it; (b) an order suspending the exercise
the voting rights attached to the relevant shares; (c) an order invalidating votes already exercised by holders
those shares.”. Amendment
the European Communities (Markets in Financial Instruments) Regulations
2007 ) are amended as follows: (a) in Regulation 3
“qualifying holding”— “ ‘qualifying holding’ in an investment firm or the market operator
a regulated market means, subject to Regulation 3A, a direct or indirect holding in the investment firm or market operator— (a) that represents 10% or more
the capital
, or the voting rights in, the investment firm or market operator, or (b) that makes it possible to exercise a significant influence over the management
the investment firm or market operator;”; (b) by inserting after regulation 3— “Determination
voting rights for certain purposes. 3A.
determining whether a holding in an investment firm or the market operator
a regulated market— (
the capital
or voting rights in the investment firm or market operator, the rules regarding the calculation
voting rights in Regulations 9 and 10, paragraphs
Regulation 12 and Regulations 14
the Transparency (Directive 2004/109/EC) Regulations 2007 ( S.I. No. 277
2007 ) and the conditions regarding aggregation
voting rights in Regulation 18
those Regulations shall be taken into account.
providing the underwriting
financial instruments or placing
financial instruments on a firm commitment basis shall not be taken into account, provided that those rights or shares are not exercised or otherwise used to intervene in the management
the issuer and are disposed
within one year
acquisition.”; (c) by substituting for Part 13 the following: “PART 13 ACQUISITION AND DISPOSAL
CERTAIN INTERESTS IN INVESTMENT FIRMS AND MARKET OPERATORS
REGULATED MARKETS Interpretation and effect: Part 13. 178.
the acquisition, and includes any extension
that period under paragraph
that Regulation; ‘prescribed percentage’ means 20%, 33% or 50%; ‘proposed acquirer’ has the meaning given by paragraph
the Organisation
Working Time Act 1997 (No. 20
1997).
a regulated market, and includes a group
persons acting in concert to acquire or increase such a holding.
a qualifying holding in an investment firm or the market operator
a regulated market, or (b) a proposed increase in a qualifying holding in an investment firm or the market operator
a regulated market that results in the size
the holding reaching or exceeding a prescribed percentage. Restrictions on acquiring and disposing
qualifying holdings in investment firms and market operators
regulated markets. 179.
a regulated market without having previously notified the Bank in writing
the intended size
the holding.
a regulated market shall not, directly or indirectly, increase the size
the holding without having previously notified the Bank in writing
the intended size
the holding if, as a result
the increase— (a) the percentage
the capital
, or the voting rights in, the investment firm or market operator that the proposed acquirer holds would reach or exceed a prescribed percentage, or (b) in the case
a proposed acquirer that is a company or other body corporate, the investment firm or market operator would become the proposed acquirer’s subsidiary.
Regulation 182, and in particular shall include information on who the proposed acquirers are, the individuals to be responsible for their management, how the proposed acquisition is to be financed (including details
any proposed issue
financial instruments) and the structure
the resulting group.
notification published by the Bank on 25 May 2009 entitled “Acquiring Transaction Notification Form”, and includes any document in relation to the proposed acquisition or proposed acquirer concerned required by that form.
a qualifying holding in an investment firm or the market operator
a regulated market without having previously notified the Bank in writing
the intended size
the holding.
part
a qualifying holding in an investment firm or the market operator
a regulated market without having previously notified the Bank in writing
the intended size
the holding if, as a result
the disposal— (a) the percentage
the capital
, or the voting rights in, the investment firm or market operator that the person holds would fall to or below a prescribed percentage, or (b) in the case
a person that is a company or other body corporate, the investment firm or market operator would cease to be the person’s subsidiary. Investment firms and market operators
regulated markets to provide information on certain acquisitions and disposals. 180.
a regulated market becomes aware
an acquisition
a qualifying holding in it, or an increase in the size
such a holding that results in the holding reaching or exceeding a prescribed percentage, the investment firm or market operator shall inform the Bank
the acquisition without delay.
a regulated market becomes aware
a disposal
, or a reduction in the size
, a holding in it that results in the holding ceasing to be a qualifying holding or falling to or below a prescribed percentage, the investment firm or market operator shall inform the Bank
the disposal or reduction without delay. Period for assessment
proposed acquisition. 181.
Regulation 179 from a proposed acquirer, the Bank shall acknowledge receipt
the notification in writing.
paragraph
the proposed acquisition concerned.
the written acknowledgement referred to in paragraph
the proposed acquisition concerned in accordance with Regulation 182.
receipt
a notification referred to in paragraph
the date on which the assessment period will end.
that period, the Bank may request any further information necessary to complete the assessment
the acquisition. If the Bank makes such a request it shall acknowledge the receipt
any information received in response to the request.
— (a) the period between the date
the request and the date
the receipt
a response from the proposed acquirer concerned, and (b) 20 working days.
information already supplied but such a further request does not interrupt the assessment period.
a Member State that gives effect to Directive 85/611/EEC 1 , 92/49/EEC 2 , 2002/83/EC 3 , 2004/39/EC 4 , 2005/68/EC 5 or 2006/48/EC 6 . Assessment
proposed acquisitions. 182.
the assessment
a proposed acquisition is to ensure the sound and prudent management
the investment firm or market operator
a regulated market concerned.
the proposed acquirer concerned on the investment firm or market operator concerned, and (b) shall appraise the suitability
the proposed acquirer and the financial soundness
the proposed acquisition concerned against all
the following criteria: (i) the reputation
the proposed acquirer; (ii) the reputation and experience
the individuals who will direct the business
the investment firm or market operator as a result
the proposed acquisition; (iii) the financial soundness
the proposed acquirer, in particular in relation to the type
business pursued and envisaged in the investment firm or market operator; (iv) whether the investment firm or market operator will be able to comply and continue to comply with the prudential requirements
existing legislation; (v) whether the group
which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation
responsibilities among the competent authorities; (vi) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning
Directive 2005/60/EC7 ) is being or has been committed or attempted, or that the proposed acquisition could increase the risk
money laundering or terrorist financing.
the economic needs
the market.
a regulated market have been notified to the Bank, the Bank shall treat the proposed acquirers concerned in a non-discriminatory manner. Bank to cooperate with competent authorities
other Member States in certain cases. 183.
a proposed acquisition, the Bank shall work in full consultation with the relevant competent authorities
other Member States if the proposed acquirer concerned is— (a) an insurance undertaking, reinsurance undertaking, credit institution, investment firm or UCITS management company, or the market operator
a regulated market, authorised by a competent authority
another Member State, (b) the parent undertaking
such an undertaking, institution, investment firm, company or market operator, or (c) a person that controls such an undertaking, institution, investment firm, company or market operator.
a proposed acquisition. The Bank shall communicate to each such other competent authority all relevant information upon request and all essential information on its own initiative.
a proposed acquisition in an investment firm or market operator
a regulated market authorised by the Bank, shall indicate any views or reservations expressed by the competent authority responsible for the proposed acquirer concerned. Bank may fix period for completion
acquisition etc. 184.
investment firms or market operators
regulated markets and may at any time revoke or vary any condition or requirement so imposed. Notice
Bank’s decision. 184A.
a proposed acquisition the Bank decides to oppose it, the Bank shall, within two working days, but before the end
the assessment period, so inform the proposed acquirer concerned in writing and give reasons for that decision.
the reasons for the decision if the proposed acquirer concerned so requests. The Bank may in its discretion publish such a statement even without any request by the proposed acquirer.
any law that requires the acquisition to be approved by the Bank, to have been so approved. Bank may oppose certain acquisitions. 185. The Bank may oppose a proposed acquisition only if— (a) there are reasonable grounds for doing so on the basis
the criteria in paragraphs
Regulation 182, or (b) the information provided by the proposed acquirer in its notification under Regulation 179 is incomplete, or the proposed acquirer has not provided information in response to a request under paragraph
Regulation 181. Circumstances in which proposed acquisition not to be completed. 186.
the acquisition in accordance with Regulation 179, (b) the Bank has acknowledged that notification in accordance with Regulation 181
paragraph
no effect to pass title to any share or any other interest, and (b) any exercise
powers based on the acquisition
the holding concerned is void. Effect
section 201
the Companies Act 1963 . 187. If a transaction is both a proposed acquisition and a compromise or arrangement for the purposes
sections 201 and 202
the Companies Act 1963 (No. 33
1963), the court shall not make an order under section 201
that Act in relation to the transaction until after the end
the assessment period in relation to the transaction. Investment firms and market operators
regulated markets to provide information about shareholdings, etc. 187A. An investment firm or the market operator
a regulated market shall, at times specified by the Bank and at least once a year, notify the Bank
the names
shareholders or members who have qualifying holdings and the size
each such holding.
fence
providing false or misleading information, etc. 187B. A person who provides the Bank with information in purported compliance with a requirement
or under this Part, knowing the information to be false or misleading, commits an
fence. Powers
court in relation to certain persons with qualifying holdings. 187C.
, or voting rights attaching to shares in, an investment firm or the market operator
a regulated market is exercising an influence on the direction
the affairs
the investment firm or market operator which is, or is likely to be, detrimental to the prudent and sound management
the investment firm or market operator, it shall, subject to paragraph
its intention to issue the direction and shall give the person an opportunity to make such representations on the matter as he or she may wish to make within a period specified by the Bank in the notification.
A
the Central Bank Act 1942 .
the opinion that a direction under paragraph
time, the Bank may, without prejudice to any
its other functions, apply to the Court in a summary manner for any one or more
the following: (a) an injunction prohibiting the person concerned from issuing directions to directors or to any manager, secretary,
ficer or staff
, or persons engaged by, the firm or market operator and prohibiting any director, manager, secretary,
ficer or any other person acting on behalf
the investment firm or market operator from seeking directions from, or consulting, the person concerned, or from acting on such directions without the consent
the Bank; (b) an order suspending the exercise by the person concerned
any interest in or voting rights attaching to shares held by that person in the investment firm or market operator; (c) an order requiring the person concerned to dispose
some or all
his shareholding, interests or rights in the investment firm or market operator within a period specified by the Court; (d) such other order as the Court considers appropriate.
the nature or the circumstances
the case or otherwise in the interests
justice that it is desirable, the whole or any part
proceedings before it under this Regulation may be heard otherwise than in public.”; (
the Bank— (i) under Regulation 182 to oppose a proposed acquisition (within the meaning given by Regulation 178
Markets in Financial Instruments and Miscellaneous Provisions Act
2007) is amended as follows: (a) in subsection 5
2007 ) (as amended by the European Communities (Assessment
Acquisitions in the Financial Sector) Regulations 2009 ( S.I. No. 206
2009 )) for “European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60
2007 )”; (b) in paragraph 5
ficial Seal, 6 June 2009 BRIAN LENIHAN. Minister for finance. EXPLANATORY NOTE (This note is not part
the Instrument and does not purport to be a legal interpretation.) This Statutory Instrument transposes Directive 2007/44/EC
the European Parliament and
the Council 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
acquisitions and increase
holdings in the financial sector. This Directive establishes a harmonised legal framework setting out the entire procedure to be applied by competent authorities when assessing acquisitions on prudential grounds in the EU/EEA. The Statutory Instrument amends existing regulations transposing the various sectoral Directives mentioned above and introduces a number
changes to the current acquisition regimes for credit institutions, insurance undertakings, assurance undertakings, reinsurance undertakings, investment firms, market operators
regulated markets and UCITS management companies. The changes include: •the introduction
a clear and transparent notification and decision-making process for competent authorities and firms; •the reduction
the period allowed for the Central Bank and Financial Services Authority
Ireland to carry out the assessment and limits on interruptions to the assessment period where more information or clarification is required; •clarification
the prudential criteria for the supervisory assessment; and •introduction
a defined set
assessment criteria for the proposed acquirer. 1 OJ L 247, 21.9.2007, p. 1–
Ireland. Oireachtas Copyright Material is reproduced with the permission
the Houses
the Oireachtas © Rialtas na hÉireann. Atáirgtear ábhar faoi Chóipcheart le cead ó Thithe an Oireachtais
AI explanation based on the official legal text. Indicative, not a substitute for legal advice.