Notification Process for Proposed Acquisitions of Qualifying Holdings in Payment Institutions

The purpose of this section is to provide information to persons who propose to notify the Central Bank that they intend to acquire or increase a qualifying holding in a payment institution.

The Central Bank seeks to process each notification as quickly as possible and aims to ensure that persons submitting notifications (hereafter referred to as the applicant) have clarity with regard to the notification process, its requirements and timelines. The objective of the Central Bank’s assessment of a proposed acquisition is to ensure the sound and prudent management of the payment institution concerned.

It is a legal obligation for all persons who directly or indirectly propose to:

acquire a qualifying holding,
or
increase a qualifying holding,

such that the size of the holding:

reaches or exceeds a prescribed percentage (i.e. 20%, 30% or 50%) in a payment institution
or
allows the person to exert a significant influence over the management of the payment institution

to make a notification to the Central Bank. Failure to do so renders the acquisition null and void.

It is also a legal obligation for all persons who directly or indirectly propose to:

dispose of a qualifying holding
or
decrease a qualifying holding (such that the size of the holding falls to or below a prescribed percentage) in a payment institution

such that the size of the holding:

falls to or below a prescribed percentage in a payment institution

to make a notification to the Central Bank.

If a payment institution becomes aware of:

an acquisition (or a disposal) of a qualifying holding in it
or
an increase (or decrease) in the size of such a holding that results in the holding reaching or exceeding (or decreasing to or below) a prescribed percentage

there is a legal obligation on the payment institution to notify the Central Bank, in writing, of the acquisition or increase (or disposal or decrease) without delay.

Payment institutions are also required to notify the Central Bank, at least once a year, of the names of shareholders or members who have qualifying holdings and the size of each such holding.

Notification Process

Before Submitting a Notification

In advance of submitting a notification in respect of a proposed acquisition, the applicant should satisfy itself that:

- it has read the European Union (Payment Services) Regulations 2018 (the Regulations) and the EBA Guidelines under Directive (EU) 2015/2366 (PSD2) on the information to be provided for the authorisation of payment institutions and electronic money institutions in order to identify all natural and legal persons who may qualify as proposed acquirers;

- it has read the PI/EMI Qualifying Holding Notification Form and has taken the information set out therein into consideration in compiling the information and documentation required to support the submission of a complete notification; and

- it has sought to arrange a meeting with the Central Bank in advance of submitting a notification where the proposed acquisition is complex in nature (see further information below).

Applicants are advised to seek legal advice if they are unsure as to whether the proposed acquisition requires prior notification to the Central Bank or if they are unsure as to how they should comply with the relevant requirements set out in the Regulations.

If, after having received and considered such advice, applicants have any doubt as to their status, they are advised to submit a notification.

Pre Notification Meeting

If the proposed acquisition is complex in nature (for example, where large corporate structures, trusts or partnerships are involved or the proposed acquisition requires approval in another jurisdiction(s)), the applicant should seek to arrange a meeting with the Central Bank to discuss the notification in advance of a completed PI/EMI Qualifying Holding Notification Form being submitted to the Central Bank.

It is recommended that applicants availing of this facility have their notification material completed to an advanced stage before requesting such a meeting and have their specific questions in respect of the notification process and completing thePI/EMI Qualifying Holding Notification Form prepared in advance, in order to make the meeting as productive as possible.

Summary of the Key Stages in the Notification Process

The applicant submits a completed PI/EMI Qualifying Holding Notification Form with all required supporting documentation, including any relevant Qualifying Holding Assessment Forms and Individual Questionnaires (see further information below) (hereafter referred to as the Notification).

The Central Bank will assess whether the Notification contains all the key information and documentation required to advance to the assessment phase.

If all the key information and documentation has been provided, the Notification will be acknowledged as complete and the assessment phase will commence. If, subsequent to receipt of a nominally complete Notification, it transpires that further information is required in order to complete the assessment, the Central Bank will make a further request for information.

The Central Bank will advise the applicant of its decision in respect of the Notification when it has completed its assessment.

In the sections set out below, the applicant will be able to learn about the different stages of the notification process in more detail.

Documentation Required to Make a Notification to the Central Bank

Applicants should fully complete and submit the following documentation:

1. PI/EMI Qualifying Holding Notification Form including the specific information and documentation requested therein;

2. Qualifying Holder Assessment Forms for each relevant person who proposes to acquire or increase a qualifying holding, as appropriate:
(a) Application for a Natural Person with a Qualifying Holding;
(b) Application for a Legal Person or Other Entity Type with a Qualifying Holding;
(c) Application for a Director of a Legal Person or Other Entity Type with a Qualifying Holding;

3. Fitness and Probity Individual Questionnaires for each individual who proposes to both acquire or increase a qualifying holding and hold a Pre-Approval Controlled Function role (typically board members, senior management, key function holders) in the payment institution.

Individual Questionnaires must be submitted electronically via the Central Bank’s Online Reporting System by all relevant individuals. Applicants should review the Guidance on sector specific requirements that apply to persons seeking approval for a Pre-Approval Controlled Function role in a payment institution before submitting an Individual Questionnaire.

The completed Notification Form, along with all relevant accompanying material, should be submitted in electronic format to the Central Bank at the following address: acquiringtransactions@centralbank.ie.

The use of unsecured email is not recommended for sensitive or confidential material.

Key Stages in the Notification Process

Stage 1 – Key Information Check and Acknowledgement

Within 2 working days of receipt of the Notification, the Central Bank will check that the Notification contains all the key information and documentation required to proceed to the assessment phase. The Central Bank will then:

1. Advise the applicant that the Notification contains sufficient material to proceed to the assessment phase (further information may be required thereafter before a decision can be made in respect of the Notification); or

2. Advise the applicant that the Notification does not contain sufficient material to proceed to the assessment phase and so is not being progressed to that phase.

A statement of the omitted information or documentation required to constitute a complete Notification is also provided to assist the applicant should it wish to submit another Notification in the future.

Any subsequent Notification will be considered a new Notification and the notification process commences again.

Stage 2 – Assessment Phase

Where sufficient information has been received, as outlined at Stage 1(1) above, the Central Bank will proceed to the assessment phase of the notification process. The Notification will be reviewed against the relevant requirements set out in the Regulations to determine whether sufficient information has been provided to enable the Central Bank to issue a notification of its decision in respect of the Notification as referred to in Stage 3 below.

The Central Bank may issue requests for further information or clarification to the applicant based on its review of the Notification material submitted and any subsequent comments based on its review of responses submitted by the applicant.

The Central Bank is legally required to complete its assessment of the Notification within 60 working days of acknowledging it as complete (the assessment period). However, it should be noted that in the event of an initial request for further information or clarification being sought, the 60 working days is paused for the shorter of

(i) the period of the date of request and receipt of a complete response and

(ii) 20 working days (if the applicant is situated or regulated within the EU) or up to 30 working days (if the applicant is situated or regulated outside of the EU). If additional information or clarification is requested thereafter, there is no further pause to the assessment period.

In the event of the applicant failing to respond to an initial or subsequent request from the Central Bank for further information, or if the response received to any such request is not complete, the Central Bank will make a determination in respect of the Notification based on the information/documentation provided at that time.

An applicant may choose to withdraw a Notification at any stage in the process and should inform the Central Bank if it wishes to do so.

Stage 3 – Notification of Assessment in Respect of the Notification

The Central Bank will assess the information and documentation submitted by the applicant during the course of the assessment period.

On completing the assessment of a proposed acquisition, the Central Bank may decide to oppose it, or not to oppose it, and will notify the applicant of its decision in respect of the Notification, as follows:

a) No Opposition to Proposed Acquisition
Where the Central Bank does not oppose the proposed acquisition, the Central Bank will notify the applicant by letter that it does not propose to oppose the proposed acquisition.

b) No Opposition to Proposed Acquisition with Specific Conditions
Where the Central Bank does not oppose the proposed acquisition, the Central Bank may impose a condition or a requirement or both, being a condition or requirement that the Central Bank considers necessary for the proper and orderly regulation and supervision of payments institutions.

In such cases, the Central Bank will notify the applicant by letter that it does not propose to oppose the proposed acquisition and will specify the specific conditions or requirements the Central Bank proposes to impose. The letter will explain the reasons for these proposed conditions and requirements and the applicant will be afforded an opportunity to make representations in respect of the proposed conditions or requirements which will be considered by the Central Bank before it reaches a final decision in respect of the Notification.

c) Proposed Opposition to Proposed Acquisition
Where the Central Bank is minded to oppose the proposed acquisition, the Central Bank will notify the applicant by letter that it proposes to oppose the proposed acquisition. The letter will explain the reasons for its proposed opposition and the applicant will be afforded an opportunity to make representations in respect of the proposal to oppose the proposed acquisition which will be considered by the Central Bank before it reaches a final decision in respect of the Notification.

If an applicant has any queries in respect of the acquiring transaction notification process, please contact the Central Bank at acquiringtransactions@centralbank.ie.