Financial, Alternative Investment Funds, Consob
Aifmd (Alternative Investment Fund Managers Directive)
Resolution no. 21508 of 22 September 2020
Consob Regulation no. 11971/1999 (Issuers’ Regulation)
Consob, with resolution no. 21508 of 22 September 2020, following the consultation with the financial market, made some changes to Consob Regulation no. 11971/1999 (Issuers’ Regulation) regarding the admission to trading of reserved open-ended AIFs (alternative investment funds), as well as further interventions regarding the marketing of AIFs and advertising activities.
The amendments are mainly aimed at better defining the regulatory framework applicable in the event of admission to trading on a regulated market of reserved open-ended AIFs:
(i) establishing when the listing prospectus is required, drawn up according to the format provided for in the specific annex to the Issuers’ Regulation and when, instead, Consob may recognize a prospectus drawn up according to the provisions of another Member State by requesting in addition the publication of a listing document;
(ii) coordinating the regulation of the prospectus with that of the marketing, on a domestic and cross-border basis, provided for by the AIFMD (Alternative Investment Fund Managers Directive) and by the related implementation provisions with particular reference to cases in which the marketing and admission to trading are contextual;
(iii) by reviewing the contents of the prospectus and the listing document layout in order to make them expressly applicable also to open-ended reserved AIFs;
(iv) updating the provisions on the information that open UCI (collective investment schemes) admitted to trading on a regulated market are required to make available through publication on the fund manager’s website and on the market manager’s website.
Alongside these changes, further regulatory interventions were made regarding the marketing of AIFs and advertising activities relating to financial products other than securities. In particular, with reference to this last aspect, art. 34-novies, paragraph 1, letter c), in order to clarify that the advertisement that reports the returns achieved by the proposed investment makes a comparison with the reference parameter or with the return target, where these are identified in the prospectus. In this way it is clarified that the comparison can take place not only with a benchmark consisting of an index, but also with a return target, where this is indicated in the prospectus. This intervention ensures consistency between the provisions of the Issuers’ Regulation and the indications formulated by ESMA in the context of the Q&A on the application of the UCITS directive (relating to collective investment schemes in transferable securities).
September 28, 2020
Source Consob
