ESMA_QA_797
25/02/2021
Subject Matter
Use of Special Purpose Vehicles (SPV)
    What are possible indications of an illiquid or indivisible asset, for the purpose of the application of the ECSPR?
    ESMA Answer
    25-02-2021

      An asset should be deemed to be illiquid when it cannot be turned into cash swiftly. Factors such as, but not limited to, the following are indications that the asset may be illiquid:

      1. there is no organised market for assets of that type;
      2. sales for that type of assets usually take place over the counter;
      3. there is no readily available value for assets of that type; or
      4. reaching an agreement on a selling price with a potential buyer encompasses significant costs (administrative fees, tax, audit and legal costs) and takes from a few weeks to a few months.

      An asset should be deemed to be indivisible when it cannot be easily or swiftly divided into smaller, more moderately priced components for the purpose of its partial or total sale to investors or when such division in smaller component is not economically rational, notably because it prevents the asset from serving its core economical purpose. Factors such as, but not limited to, the following are indications that the asset may be indivisible:

      1. because of its legal structure, the asset cannot be divided or easily divided into smaller components that can be sold easily to investors (examples of such smaller component include, for instance, shares or units);
      2. due to the very nature of the underlying asset, it can only be divided into a limited number of components each with a value far exceeding the value usually expected for shares or units (e.g. a residential building which typically can only be divided into a limited number of apartments and not into components with a smaller value);
      3. due to the nature of its core economical purpose, the asset if divided would stop achieving its core economical purpose (e.g. a solar power plant dismantled into individual solar panels).

      [Published as Crowdfunding Q&A 1.5]

      Status: Answer Published

      Additional Information

      Level 1 Regulation
      Regulation 2020/1503 - European crowdfunding service providers for business
      Topic
      Product governance