Banking and Financial, Italian Bond Markets, ExtraMOT and the art. 100 bis of the TUF, ExtraMOT also accessible to Non-Professional Investors
ExtraMOT and art.100 bis of the TUF
As specified in the market regulation (see Notice No. 17792 of 3 December 2009), ExtraMOT is and the sales made in this market are not subject to the application of Article 100-bis, paragraphs 2 and 3 of the Consolidated Law on Finance ( “TUF”).
Art. 100-bis, in paragraphs 2 and 3 of the TUF has in fact configured as a hypothetical offer to the public the case in which financial products that have been the object in Italy or abroad of a placement reserved for qualified investors are in the following twelve months systematically resold to unqualified investors on condition that no prospectus has been published.
On the other hand, if there is a prospectus (paragraph 3), the contract is valid and the responsibility of the authorized parties with whom the resale was made is excluded.
The non-applicability of article 100-bis is also expressly provided for with reference to the resale of debt securities issued by Member States of the OECD with investment grade rating.
The applicability of article 100-bis is therefore excluded in the case of systematic resale to unqualified investors:
1. carried out following the publication of a prospectus;
2. with reference to debt securities of OECD States.
In December 2008, Consob expressly excluded the applicability of article 100-bis, paragraphs 2 and 3, to offers of sales made in multilateral trading systems concerning financial instruments issued by Italian or foreign subjects admitted to trading in a market regulated in Italy or another country of the European Union.
This in the context of the combined provisions of Article 2, paragraph 6, at number 1 and paragraph 7 where it has been definitively clarified that for the purposes of exclusion from the scope of article 100-bis, the status of an admitted financial instrument is recognized to trading on a regulated market regardless of the publication of a prospectus that is given on an assumption basis. It is also reiterated that article 100 bis, paragraphs 2 and 3 does not apply to the instruments referred to in paragraph 4 of the same article, ie the debt securities of OECD countries.
Furthermore, in the provisions of article 2, paragraphs 3 and 4, Consob has excluded the applicability of article 100-bis, paragraphs 2 and 3, to offers of sales made in multilateral trading systems concerning instruments for which it is provide an admission document containing sufficient information to enable investors to arrive at an opinion on the economic, equity and financial situation and the prospects of the issuer, as well as on the financial instruments and related rights and for which they exist for the duration of the negotiations , obligations aimed at making information available to the public sufficient to allow investors to arrive at a judgment on the investment.
The admission document is not required in cases where the offer relates to financial instruments for which the public offering was published no more than twelve months before the admission to trading in the multilateral system, a prospectus prepared in accordance with the provisions Community.
The list of instruments eligible for trading on the ExtraMOT market, listing requirements and disclosure obligations have been defined in compliance with the cases in which Article 100-bis paragraphs 2 and 3 are not expressly applicable, therefore the market is also accessible to non-professional investors and sales made in this market, article 100-bis, paragraphs 2 and 3 of the Consolidated Law on Finance do not apply.
Source Borsa Italiana
