Under Article 149 of the Credit Institutions Act, credit institutions are obligated to obtain a prior approval of the Croatian National Bank before acquiring a holding in the capital of other undertakings, particularly in the following cases:
- where a credit institution intends to establish an undertaking or conclude a legal arrangement that would result in the gradual or immediate direct acquisition of a holding of 20% or more in another legal person, if the holding exceeds 10% of the credit institution's eligible capital; and
- where a credit institution intends to establish an undertaking or conclude a legal arrangement that would result in the direct acquisition of a majority holding in the capital or of a majority of the voting rights in another legal person.
By way of derogation, a credit institution is not required to obtain a prior approval of the Croatian National Bank to conclude a legal arrangement that would result in the direct acquisition of shares or holdings it intends to hold in the trading book.
Application for approval for a credit institution to acquire a holding in the capital of another legal person
The application for a prior approval for a credit institution to acquire a holding in the capital of another legal person is to be submitted on the form Application of a credit institution to acquire a holding in another legal person, together with the following documentation:
- a detailed description of the legal arrangement to which the application refers;
- a description of actions already taken by the applicant in relation to the legal arrangement to which the application refers;
- a description of the effect of acquiring a majority holding in the capital or a majority of the voting rights on the existing operations of the applicant; and
- a business plan with projections of financial statements for the next three years for the credit institution and for the legal person in which a credit institution is acquiring a holding;
- where the acquisition in question is the acquisition of a holding in the capital of an already existing legal person, audited financial statements for the last two years; and
- other information listed in the application form.
Deciding on the application
In the procedure of taking a decision on the application for approval to acquire a holding in another legal person, the Croatian National Bank may request from the applicant to submit other documents and information necessary to take a decision on the application. The date of receipt of a valid application is considered the date of delivery of the last document which was requested.
The Croatian National Bank is obligated to take a decision on the approval for a credit institution to acquire a holding in another legal person within 60 days from the date of receipt of a valid application.