Broker Share Acquisition/Disposal
Buying or selling a business in the financial services sector requires you to provide prior notification to the Central Bank. As a regulated financial services firm, you have a legal obligation to provide notification to the Central Bank where the transaction involves a change of ownership of shares or voting rights.
If you are contemplating buying or selling a financial services firm, we strongly encourage you to engage with us as early as possible. This will enable you to build enough time into the schedule for completion of the deal to obtain Central Bank approval for the transaction.
We will take you through each step of the notification process and outline the relevant requirements to ensure that the acquiring transaction is approved by the Central Bank in a timely manner.
Time is of the essence as the Central Bank has sixty days to assess your notification. Firm’s are required to provide notification by completing the Central Bank’s Acquiring Transaction Notification Form (ATNF). This is a detailed and technical form that requires careful consideration.
The clock starts ticking when the Central Bank is in receipt of a complete ATNF and all supporting documentation. At any time before the fiftieth day the Central Bank can request further information, which has the effect of stopping the clock until the Central Bank acknowledges receipt of the additional information.
Frequently Asked Questions (FAQs)
What transactions require prior notification to the Central Bank?
You are required to provide prior notification to the Central Bank in relation to the acquisition or disposal of a ‘qualifying holding’ in a regulated firm.
What is a qualifying holding?
A qualifying holding is:
(i) any direct or indirect shareholding that reaches or exceeds 10%, 20%, 33%, 50% or when a firm becomes a subsidiary;
(ii) any direct or indirect disposal that reduces a shareholding below 10%, 20%, 30%, 50% or when a firm ceases to be a subsidiary.
It is important to remember that the legal obligation to notify the Central Bank applies to share acquisitions and disposals within the thresholds outlined above.
What are the consequences of not providing prior notification to the Central Bank?
The consequences of not providing prior notification of a transaction to the Central Bank are very serious.
Firstly, the transaction is of no effect to pass title to any share or any other interest.
Secondly, any exercise of powers based on the transaction is void.
Thirdly, failure to obtain the approval of the Central Bank will result in the transaction being void. The Central Bank cannot provide retrospective approval (i.e. after the transaction completes).
Finally, it is important to note that the provision of false or misleading information to the Central Bank is a criminal offence.
What information and documentation must be provided to the Central Bank?
- Acquiring Transaction Notification Form
- Individual Questionnaire(s)
- Organisation Chart illustrating the current and proposed ownership structure
- Certified copy Share Register(s)
- Letter(s) from acquirer/disposer outlining intention to acquire/dispose