ITALY: Italy Amendments to CONSOB issuer`s regulations

Monday September 19 2011

Further to the update of 16 May, CONSOB have approved a number of Italy amendments to their Issuers` Regulations on the subject of: 1) Transparency of potential cash-settled equity investments 2) Shareholders` agreements pursuant to form 122, which has been abolished; 3) Ownership structures, with a revision of forms 120A and 120B The current system of ownership transparency has been supplemented, without however modifying the basic principles. The current disclosure obligations under the Issuer Regulation have been supplemented with a third basket, which provides an indication of the total economic interest on exceeding thresholds of particular significance. To this end an obligation has been introduced to make an aggregate communication for equity investments which overall exceed sufficiently high thresholds (10%, 20%, 30% and 50%). As regards calculation of the equity investment underlying the derivative, a rule has been introduced with the aim of making explicit the regulatory decision to consider the notional value envisaged by the financial instrument. The new transparency obligations on positions in cash-settled derivatives will come into force 30 days after their publication in the Official Journal. In order to obtain an up-to-date picture of existing long positions, a rule has been introduced providing for an obligation, within 5 trading days after the new rules come into effect, to communicate total long positions held at that date.

The other changes to the IRs concern the form for communication of significant equity, as well as the form for communication of potential equity investments on purchase and on sale. The instructions for filling in the form have been modified as a consequence.

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