Tuesday November 28 2017

News Source: Global Exchanges

Focus: Other

Type: General




Following the closure of the SeDex regulated market on 24th November 2017,  and the start-up of trading on the new SeDeX multilateral trading system (Mtf) from November 27th, CONSOB issues a warning notice to issuers regarding the need for prospectuses underlying offers to the public and/or admission to trading on a regulated market be validated approved by CONSOB to be updated by means of the appropriate supplement intended to acknowledge the fact that the market segment managed by the Borsa Italiana Spa will lose the status of a regulated market.

CONSOB points out that the basic prospectuses intended solely for the listing of securities on the SeDex regulated market may not be supplemented because they refer exclusively to the admission to trading in a regulated market (that ceases to exist), and can no longer be used by the respective issuers in the remaining period of validity.

Furthermore with special reference to the operations of direct admission to the trading of shares on an Mtf without prior offer to the public, whose admission to trading in any multilateral trading system does not require the prior approval of a listing prospectus nor does it require an offer prospectus, CONSOB refers to Notification no. 11021864 of March 24 2011, concerning the «advertising messages referring to offers to the public and/or admission to trading on a regulated market of non-equity financial products». In this it states, with reference to admission to trading without prior placement operations, that “even the dissemination of promotional messages aimed at the sale or subscription of financial products, even if performed in the absence of placement though qualified parties, may be considered an offer to the public given the necessary conditions”.

The dissemination of multiple “notifications” (in a material sense) that, when taken together concretely supplement integrate a «public offer» can in fact be qualified as a relevant «Public Offer» pursuant to article 94, paragraph 1, of the Consolidated Law on Finance.

CONSOB further stated that the mere indication of “predetermined and objective price determining criteria” is compatible with the inclusion of a concrete case subject to the provisions of article 94 et seq., of the Consolidated Law on Finance.

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