On January 15, 2024, the German Securities Institutions Owner Control Ordinance was published in the Federal Law Gazette and thus entered into force today, January 16, 2024.
Owner control procedures for securities institutions
The Securities Institutions Owner Control Ordinance regulates the material and formal requirements for the acquisition of a significant shareholding in a regulated securities institution (so-called owner control procedure).
A significant or qualified shareholding is defined as the direct or indirect holding of shares in a company that represents at least 10% of the capital or voting rights of this company or that otherwise enables the exercise of significant influence over the management of this company.
Specification of the notification of the acquisition of shareholdings by the ordinance
Anyone intending to acquire such a significant shareholding or increase an existing shareholding must notify BaFin (Section 24 (1) WpIG). The Securities Institutions Owner Control Ordinance specifies how this notification must be made.
The checklists in the ordinance are useful in particular, e.g. for
- Notification of the acquisition or increase of a significant shareholding by a natural person
- Notification of the acquisition or increase of a significant shareholding by a non-natural person
The regulation now contains notification forms for both constellations. In addition, it contains the forms for information on the required reliability of the interested acquirer, on the presentation of complex shareholding structures and on the disposal or reduction of a significant shareholding.
Outlook
With the entry into force of the German Securities Institutions Owner Control Ordinance, there is now finally an owner control procedure tailored to securities institutions. The previously necessary recourse to parallel regulations from other German supervisory laws no longer applies. Interested acquirers should familiarize themselves with the requirements for the acquisition of a significant shareholding in a securities institution at an early stage to be able to initiate the process with BaFin as well prepared as possible.
