ITALY: Amendments to Italy Markets and Issuers` Regulations

Monday June 11 2012

The Commission has approved the second tranche in the simplification of regulatory requirements of operators in order to rationalise current regulations in force and to encourage market access by businesses and investors.

The amendments to the Consob regulations affect the Italy markets and issuers` regulations with three objectives: to eliminate provisions not envisaged by European Union legislation and not justified by specific aspects of the Italian market; to rationalise the requirements of listed companies in order to reduce the relevant expenses; and to preserve investor protection together with the efficiency of the corporate control market and capital market. The regulations on company disclosures have also been reviewed, bringing all provisions entailing disclosures to the public or Consob together and leaving the related obligations unchanged.

A first “package” of regulatory amendmentswas approved by the Commission last January – upon completion of market consultation that had begun in 2011 with the establishment of technical tables – and had concerned the regulation of prospectuses, admission to listing, disclosure obligations and obligations relating to regulated markets (Resolution no. 18079 of 20 January 2012).

The aspects concerned by the new changes, approved following extensive market consultation, are: disclosure obligations, public offerings, shareholder rights, and issuers of widely distributed securities.

1. Disclosure obligations:

• the disclosures required to the public and to Consob have been unified into a single body with the elimination of Articles 90 to 101 of the issuers` regulations;
• dissemination to the public of information on significant circumstances and events: there is no longer any obligation to comment on rumours, without prejudice to Consob`s power to request that information be disseminated where there is a risk that the public may be misled;
• ownership structures: disclosure obligations of major shareholdings have been eliminated, as not envisaged by the Transparency Directive (thresholds of 35%, 40%, 45% and 75%);
• shareholders` agreements: as from 1 July 2013, a new regulation will come into force on the publication of shareholders` agreements, which will simplify the duties assigned to adherers;
• extraordinary operations and buyback: some disclosure obligations of listed companies have been simplified, without prejudice to the level of corporate transparency;
• to facilitate the development of trading platforms as an alternative financing channel to listing of medium sized enterprises, the obligations assigned to managers of multilateral trading system and systematic internalisers have been rationalised.

2. Public offers of subscription and sale and purchase and trade:

• public offers of subscription and sale of open-ended UCITS (investment funds, SICAVs) and insurance products: the minimum amount required for subscription to allow for exemption from the obligation to publish the prospectus has been reduced from 250,000 to 100,000 euro, thereby coming into line with European Union legislation in force from 1 July 2012;
• public offers of takeover and trade: the application scope of the exemption from the obligation to publish a bid document for buy-backs of non equity financial instruments has been extended, in line with European Union legislation;
• procedure for public offers of purchase and trade: the contents of the initial disclosure required by the bidder have been simplified, eliminating the information to be included in the bid document; the obligation to disclose the certification of the commitment to pay the price has been eliminated, in line with European Union legislation; the obligation to inform the issuer of the bid has been eliminated, as the information is already disseminated to the market by means of a specific disclosure;
• publication of the bid document: as from 1 July 2013, the obligation to publish the notice in newspapers, not envisaged by European Union legislation, will be replaced by a market disclosure.

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