On 11 October 2022, the Dutch Central Bank (De Nederlandsche Bank, DNB) published a news item in which it reminds investment firms and UCITS managers about their obligations in relation to the declaration no objection (verklaring van geen bezwaar, DNO) that holders of a qualifying holding in these regulated entities are required to obtain. It is prohibited in the Act on the Financial Supervision (Wet op het financieel toezicht) to acquire or increase a qualifying holding in an investment firm or UCITS manager without having first obtained a DNO from DNB. A (legal or natural) person is deemed to have a qualifying holding if it, directly or indirectly, holds or controls at least 10% or more of the capital or voting rights (or have an equivalent form of control) in an investment firm or UCITS manager. The primary purpose of this review is for DNB to assess the financial solidity and integrity of the parties with a qualifying holding.
DNB has recently noticed that it has become increasingly common for a party to acquire a qualifying holding in an investment firm or in a manager of UCITS without first having obtained a DNO. DNB has warned that it will follow-up with enforcement action if it finds that a party is in breach of the obligation to obtain a DNO. DNB calls on all (indirect) shareholders of investment firms and UCITS managers to check whether they have obtained a DNO and whether this DNO has the correct bandwidth (20, 33%, 50% or 100%) in relation to their holding. If this is not the case, this should be notified to DNB immediately.
In addition, investment firms and UCITS managers themselves have an obligation to annually notify DNB of their qualifying holders and any relevant changes in that regard. DNB expects investment firms and UCITS managers to comply with this obligation. If an investment firm or UCITS manager has so far not yet provided DNB with its notification for 2022 it should do so immediately.