Central Counterparties Shareholder Control Regulation Zg-Ekv

Original Language Title: Zentrale Gegenparteien-Eigentümerkontrollverordnung – ZG-EKV

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247. Regulation of the Financial Markets Authority (FMA) on the information to be submitted to the FMA by a scoreboard intended to acquire or increase a qualifying holding in a central counterparty (headquarters) Counterparty Owner Control Regulation-ZG-EKV)

On the basis of § 8 of the Central Counterparty Enforcement Act-ZGVG, BGBl. I No 97/2012, shall be arranged:

Section 1

General provisions

Scope

§ 1. (1) This Regulation shall apply to advertisements issued by the FMA in accordance with the first subparagraph of Article 31 (2) of Regulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories, OJ L 206, 22.7.2012.. No. OJ L 201 of 27.07.2012, p. 1.

(2) If the indication of an intended acquisition of participation by a financial counterparty pursuant to Art. 2 Z 8 of Regulation (EU) No. 648/2012 is to be transmitted, which is subject to the supervision of the FMA, are subject to this panel § 3 paragraph 2 Z 1 to 5, § 4 para. 1 Z 2 to 5, § 5 and § 7 shall not apply.

Data relating to natural persons and non-natural persons and persons ' associations

§ 2. (1) The natural persons to be listed in accordance with this Regulation by the taxable person in accordance with Article 31 (2) of Regulation (EU) No 648/2012 (taxable persons) shall be indicated with:

1.

full name,

2.

date of birth,

3.

birthplace and

4.

Address of the main residence.

(2) The non-natural persons, persons ' associations and special purpose assets to be referred to by the taxable person under this Regulation shall be indicated with:

1.

company or name,

2.

legal form,

3.

Seat and seat,

4.

Administrative seat and

5.

the company's book number or the ordinal characteristics of a comparable registration, provided that such registration exists.

Section 2

Information to be provided

Convoluto, General Information

§ 3. (1) An indication of an intended acquisition of participation shall, with indication of the extent of the intended participation, be the general documents and declarations referred to in paragraph 2 and the other documents and declarations referred to in this section. subject to the provisions of Section 1 (2); the ad shall be accompanied by a curriculum vitae of the taxable person, provided that he is a natural person, and shall accompany the curriculum vitae of each natural person in accordance with paragraph 2 (2) (3) and (5), where CVs are the relevant Training and professional experience as well as current activities and additional functions of the person concerned. A list of inserts must be preceded by a list of supplements to be added to each of the supplements to be displayed, which shall allocate the continuously numbered supplements to the respective provision in this Regulation.

(2) The following general documents and declarations shall be attached to one ad:

1.

Proof of the identity or the legal existence of the person subject to the notification; as such, copies of official photographs of official photographs are valid for natural persons, and current excerpts from the company's book or from a legal person shall apply to legal persons. comparable registers; instead of the presentation of extracts from public registers under Austrian jurisdiction, reference may be made to the relevant register;

2.

officially certified copies of the current articles of association, the current social contract or equivalent agreements, unless the taxable person is a natural person; instead of the submission of officially certified copies of documents which Part of the collection of documents of the company's book pursuant to Section 1 (1) (1) of the FBG may be referred to this section;

3.

if the taxable person is not a natural person, a list of the managing bodies and the personally liable partners, including the nature and scope of their powers and the distribution of the business; provided that the taxable person is subject to the it is appropriate to add a presentation which shows whether and in which percentage of these persons participate in the distribution of the profit;

4.

an up-to-date, meaningful presentation of the taxable person's business activities;

5.

a statement as to whether the intention is to exchange business managers of the central counterparty in which the participation is intended (in addition, central counterparty), and by which persons they are to be replaced.

Reliability Information

§ 4. (1) The taxable person shall indicate on the display,

1.

whether criminal proceedings have been brought against him or whether criminal proceedings have been carried out at an earlier stage in respect of a crime or offence; this is to be substantiated by appropriate evidence;

2.

whether an administrative criminal procedure or a comparable procedure is conducted against him in connection with an entrepreneurial activity in accordance with a different legal order or has been completed with a penalty or a warning over the last ten years ;

3.

whether it has been or has been involved in a bankruptcy procedure, a countervailing procedure or a similar procedure as a debtor;

4.

whether a supervisory authority whose supervision it is subject to or under the authority of a different authority or tribunal has opened an investigation or has taken a measure against it in the last 10 years and whether and how such a procedure is has been completed;

5.

whether an authority or a court of law does not grant him any registration, authorisation, authorisation, membership or entitlement to pursue a business or other professional activity in the last 10 years, or has been repealed or a corresponding procedure has been carried out.

(2) In accordance with paragraph 1 (1) (1), criminal proceedings are not to be disclosed which have been terminated for legal reasons or due to a lack of sufficient suspicion or have been terminated with an acquittment. Not to mention are further criminal proceedings which have been terminated by resignation of the persecution if five years have passed after the resignation of the persecution, as well as convictions which have been eradicated.

(3) The taxable person must also state whether his or her reliability or the reliability of a person pursuant to Article 3 (2) (3) or (5) as the acquirer of a qualifying holding in a credit institution, insurance undertaking, shall be subject to a an investment firm, an investment service undertaking, a payment institution or an electronic money institution shall have been audited in accordance with the relevant supervisory law by a supervisory authority responsible for the supervision of such an investment firm or an electronic money institution. It shall continue to declare whether a comparable test has been carried out by another authority. Official documents must be attached to the ad. If such documents are not available to the person subject to the notification, he or she shall justify this.

(4) The information required in accordance with paragraph 1 shall also be made by the person who is subject to the notification in respect of his/her company and any person referred to in Article 3 (1) (3) and (5).

Participation conditions and group membership as well as other possibilities of influence

§ 5. An ad shall be accompanied by the following information on direct and indirect participation, group affiliation and other possible means of influence of the taxable person:

1.

If the taxable person is a member of a group,

a)

a meaningful presentation of the group structure with an organizational chart, indicating each group company, as well as the shares held in each of the shares and the voting shares in percent,

b)

a meaningful presentation of the Group's business activities; and

c)

a list of the group undertakings by the authorities in Member States or third countries which are responsible for the supervision of credit institutions, insurance undertakings, payment institutions, e-money institutions, other financial institutions or the financial markets, as well as the name and address of the supervisory authorities concerned.

2.

If the taxable person is a natural person, a list of the companies whose business he or she is carrying out or which he has control. It shall also indicate whether the taxable person carries out or is in control of the business of the indicated undertaking.

3.

Unless the person concerned is a natural person, a list of natural and legal persons not belonging to the group, commercial companies and companies of other forms of society, as well as the special purpose of the person concerned, Notifiers hold at least 10 vH of the capital or voting rights, or which, irrespective of whether the capital or voting rights are held, can exercise a significant influence on the person subject to the disclosure, or who, if the Notifiable person is an earning capacity, in the distribution of its profits in the amount of of at least 10 vH. Existing voting rights agreements should be explained.

Relevant business relationships, family ties and other relevant relationships as well as employment interests

§ 6. (1) The ad shall be accompanied by a presentation of the financial and other interests of the person subject to the notification of the qualified participation. The presentation shall describe the business relationships of the taxable person or of a company to be established or controlled by the person to be charged or controlled,

1.

the central counterparty and the undertakings controlled by it;

2.

holders of capital and voting rights in the central counterparty, according to the amount of capital and voting rights;

3.

the clearing members of the central counterparty, including the level of any unilateral or reciprocal participation;

4.

the directors and the members of the supervisory body of the central counterparty.

(2) Enge connections within the meaning of Art. 2 Z 24 of Regulation (EU) No 648/2012 of persons pursuant to § 3 para. 2 Z 3 to the persons referred to in paragraph 1, second sentence, shall be named in the presentation in accordance with paragraph 1.

(3) It shall be stated in the presentation in accordance with paragraph 1:

1.

Those persons according to § 3 (2) (3) (3) who are also entitled to the business of a holder of capital or voting rights in accordance with paragraph 1 (2) or (2) of the Central Bank pursuant to the law, the articles of association, the social contract or an equivalent agreement. To carry out or to conduct business in the opposite party itself.

2.

Those persons who, at the same time, are holders of capital or voting rights in the taxable person and holders of capital or voting rights in the central counterparty, whereby the amount of the capital or voting rights is to be stated in each case.

(4) In the presentation provided for in paragraph 1, the interests or activities of the person who is subject to a sound and prudent management of the interests of the central counterparty to a sound and prudent management shall be dealt with separately and shall be declared; how to prevent these interests from having a negative impact on the central counterparty.

Financial situation and creditworthiness of the taxable person

§ 7. (1) The taxable person shall present his economic conditions.

(2) In the case of an accounting person, the presentation as referred to in paragraph 1 shall contain the following information on the person subject to the notification:

1.

annual accounts and, where they are to be drawn up or voluntarily drawn up, annual reports of the last three financial years;

2.

Reports on the annual financial statements of independent auditors of the last three financial years, if they are to be drawn up or have been voluntarily drawn up.

If a reporting obligation is incorporated into a group, the information according to Z 1 and 2 is also to be presented for the Group level.

(3) In the case of non-reporting persons, the presentation referred to in paragraph 1 shall contain the following information and documents:

1.

A complete list and description of the sources of income;

2.

an up-to-date asset list, including all liabilities;

3.

provided that there is a duty to submit an income tax return or the taxable person has made it voluntarily, the income tax returns and income tax notices of the last three calendar years. If these are not available, documents with comparable information content are not available.

(4) Where the creditworthiness of the taxable person has been assessed by one or more credit rating agencies, the taxable person shall indicate the most recent credit rating of each credit rating agency and shall be accompanied by meaningful documentation from the rating agency of the credit rating agency. proof. The same shall apply in respect of the creditworthiness of the group to which the taxable person is a member and, in respect of undertakings not belonging to the group, through which the taxable person is subject, provided that he is a natural person, or whose control is Business he leads. If the person who is subject to the notification does not have the documents available after the first sentence, he shall give reasons for this.

Financing of the acquisition, disclosure of all agreements

§ 8. The display shall provide a meaningful presentation and appropriate evidence of the above and the economic origin of the funds and foreign funds to be used for the acquisition, as well as all related to the shall be accompanied by agreements and contracts intended to be acquired.

Business plan, presentation of strategic goals and plans

§ 9. (1) If the taxable person acquires control of the central counterparty through the proposed acquisition or the planned increase of the qualifying holding, the advertisement shall be accompanied by a business plan which shall be accompanied by the acquisition or increase the qualified participation in the central counterparty's strategic objectives and plans of the person who is subject to the notification. In particular, the business plan has meaningful information on the planned strategic development (paragraph 1). 2), on the planned development of the assets, financial and earnings situation (par. 3) as well as the impact on the corporate and organisational structure of the central counterparty (par. 4).

(2) The information on the planned strategic development shall contain general comments on the main objectives of the acquisition of participation and the measures envisaged for the achievement of the objectives. These include in particular:

1.

The business strategy objectives and considerations for the acquisition of equity;

2.

the medium-term assets, financial and revenue targets;

3.

the desired synergy effects in the central counterparty;

4.

the possible realignment of business activities;

5.

a planned change in the financial structure of the central counterparty;

6.

general guidelines and provisions for the inclusion and integration of the central counterparty in the group structure and group structure of the acquirer; this has a description of the essential synergy effects with other companies of the To include the Group and the Group as well as a description of the principles and procedures for the management and management of corporate relationships within the Group and the Group;

7.

Comments on the willingness and economic capacity to provide the central counterparty with further capital in the future, if this becomes necessary.

(3) The information on the planned development of the assets, financial and earnings situation shall include the plan balance sheets, the plin and plan loss accounts and the financial plans for each of the next three financial years after the acquisition or the planned financial year Increase of qualified participation both for the central counterparty and for the Group. In particular,

1.

the forecast capital ratios,

2.

the information on the level of likely risk positions; and

3.

A view of planned intra-group transactions

to be included.

(4) The data on the impact on the corporate and organisational structure of the central counterparty shall, in particular, indicate and describe the following:

1.

the composition and functions of the corporate bodies and of the committees which they have set up;

2.

the accounting methods and management, control and control processes, as well as substantial changes to these methods and procedures; these statements have also provided information on substantive changes in the internal audit and the To include compliance function and the change in senior staff;

3.

the IT systems used, IT security as well as significant changes to these systems;

4.

the principles for delegation and outsourcing of business activities and processes to other companies or persons.

(5) Where, by the proposed acquisition or by the planned increase in qualifying holding in the central counterparty, capital or voting rights of 20 vH to 50 vH are held by the person who is subject to the notification or from the person to which he/she is subject to the central counterparty Counterparty a decisive influence can be exercised and the person who is subject to the notification has no control over the central counterparty after the planned acquisition or the planned increase of the qualified participation, the display documents , which shall include the following information:

1.

Meaningful information on the strategic development envisaged in accordance with paragraph 2 and

2.

meaningful information in accordance with paragraph 4 above, where these detailed statements must include the nature of the intended future influence on the financial endowment and the capital allocation of the central counterparty.

(6) If, as a result of the proposed acquisition or due to the planned increase in the qualifying holding in the central counterparty, capital or voting rights shares under 20 vH are held by the scoreboard, from this to the central counterparty. but no significant influence can be exercised and the person who is subject to the notification has no control over the central counterparty after the proposed acquisition or the planned increase of the qualifying holding, then the ad shall have the following Information to include:

1.

A meaningful presentation of the general strategic objectives to be pursued with the acquisition, specifying in particular how long the shares are expected to be held and whether, in a foreseeable period after the acquisition, the shares are to be considered. -to change the share level;

2.

a presentation of the intended future influence on the central counterparty, giving the reasons therefor;

3.

Comments on the willingness and economic capacity to provide the central counterparty with further capital in the future, if this becomes necessary.

Ettl Kumpfmüller