Bank of Slovenia sets rules for assessing significant shareholdings

The Bank of Slovenia Council has adopted a new decision laying down the documentation and information that prospective acquirers must submit to obtain an assessment of the suitability of a significant shareholding (pomemben delež) in credit institutions. The act, published in the Official Gazette of the Republic of Slovenia (issue 1407/2026, dated 8 September 2026, official reference 2026-01-2067), enters into force 15 days after publication.

The decision was issued on the basis of Article 9(5) and Article 267(1) of the new Banking Act (ZBan-4) (Uradni list RS, No. 15/26) and Article 31(1) of the Bank of Slovenia Act. It was signed in Ljubljana on 3 September 2026 by Primož Dolenc, president of the Bank of Slovenia Council, under file number 029/2026.

Scope and thresholds

The rules apply to any prospective acquirer — a bank, savings bank, credit company, or a financial or mixed financial holding that has obtained approval under Article 108 of ZBan-4 — seeking to acquire a qualifying stake in a target entity. The target may be a financial-sector entity or a non-financial-sector entity.

The decision defines the threshold (prag) that triggers the assessment as the larger of two ratios:

• the ratio between the purchase price of the significant shareholding and the acquirer’s eligible capital; or
• the ratio between the book value of the significant shareholding and the acquirer’s eligible capital.

Where the intended acquisition follows earlier purchases in the same target within the previous twelve consecutive months, the threshold is the sum of the thresholds for all those acquisitions and the intended one. Eligible capital is that reported for the last reporting period under Commission Implementing Regulation (EU) 2021/451.

Required documentation

The application for the suitability assessment must be accompanied by general documentation and information, covering the target entity and the stake to be acquired. This includes basic data on the target, a description of its business, the ownership structure, the intended purchase price and financing method, and the consent of the acquirer’s management and/or supervisory bodies.

In addition, the acquirer must provide a justification and business strategy for the acquisition, a description of expected changes to the business model and risk profile, planned synergies and integration costs, the accounting treatment of the acquisition, and an assessment of its impact on capital, capital adequacy, liquidity and other requirements under Regulation (EU) No 575/2013 and ZBan-4.

Additional information for control acquisitions

Where the acquisition would make the target a subsidiary of the acquirer, further information is required, including:

• financial projections for at least three years after the acquisition, under base and stress scenarios;
• projections of compliance with regulatory requirements over the same period, covering capital, capital adequacy, liquidity, leverage, large exposures and other ZBan-4 requirements;
• an assessment of the impact on the level and management of risks, including credit, market, liquidity, leverage, operational, ICT and cyber-security, outsourcing, money-laundering and terrorism-financing, and ESG risks;
• a description of the treatment of goodwill or negative goodwill in the accounting treatment of the acquisition.

Entry into force and impact

The decision takes effect on the fifteenth day after its publication in the Official Gazette of the Republic of Slovenia. It will cease to apply on the date the regulatory technical standards under Article 27b(7) of Directive 2013/36/EU take effect, once those standards set out the minimum list of information that a prospective acquirer must submit to the competent authority.

For any investor or institution planning to acquire a qualifying stake in a Slovenian bank, savings bank, credit company or financial holding, the new rules set a clear and detailed documentation standard, aligning national practice with the EU prudential framework and giving the supervisor the information needed to assess the soundness of the acquisition.

Source: Uradni list Republike Slovenije, issue 1407/2026, 8 September 2026, p. 1–4 (official reference: 2026-01-2067).