Financial, Financial intermediation, Issuers Regulation, Regulation of prospectuses, Consob
Consob Resolution no. 23016 of 20 February 2024
Amendments to the Issuers’ Regulations concerning the regulation of prospectuses
Passim
GIVEN the law of 7 June 1974, n. 216, conversion into law, with amendments, of the legislative decree of 8 April 1974 n. 95, containing provisions relating to the securities market and the tax treatment of shares;
HAVING REGARD to the legislative decree of 24 February 1998, n. 58, and subsequent amendments, with which the Consolidated Law on financial intermediation provisions was issued, pursuant to articles 8 and 21 of law no. 6 February 1996. 52 (hereinafter also “Tuf”);
HAVING REGARD to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 relating to the prospectus to be published for the public offering or admission to trading of securities on a regulated market, and which repeals the 2003 Directive /71/EC (hereinafter also “Prospectus Regulation”);
HAVING REGARD to Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, which supplements Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, control and approval of the prospectus to be published for the public offering or admission to trading of securities on a regulated market, and which repeals Regulation (EC) no. 809/2004 of the Commission;
GIVEN the resolution of 14 May 1999, n. 11971, and subsequent amendments, with which the regulation concerning the regulation of issuers was adopted in implementation of the legislative decree of 24 February 1998, n. 58 (hereinafter also “Issuers Regulation”);
GIVEN the resolution of 5 July 2016, n. 19654, and subsequent amendments, with which the regulation concerning the procedures for the adoption of general regulatory acts was adopted, pursuant to article 23 of law 28 December 2005, n. 262, containing provisions for the protection of savings and the regulation of financial markets;
CONSIDERING that the art. 95, paragraph 1, letter. a), of the TUF, gives Consob the power to establish, among other things, the content of the application for approval of the prospectus for public offers for sale or subscription, as well as for the admission to trading of securities;
CONSIDERING that it is appropriate to proceed with a simplification of the regulatory framework applicable to applications for approval of securities prospectuses (both equity and non-equity, including units or shares of closed-end UCITS), providing standardized models for such applications in an electronic format, in order to facilitate the relative compilation and the subsequent scrutiny phase by Consob;
CONSIDERING that it is appropriate to proceed, in accordance with the relevant European legislation, with a review of the attachments to the approval applications, maintaining the presentation of the correspondence table in the cases provided for by the relevant European provisions, in relation to which a standardized form is also provided ;
CONSIDERING the observations received in response to the consultation document on the proposed amendments to the Issuers’ Regulation, published on 14 December 2023, as represented in the explanatory report published on the Consob website
DECIDES:
Article 1
(Amendments to the regulation implementing Legislative Decree no. 58 of 24 February 1998, concerning the regulation of issuers, adopted with resolution of 14 May 1999, no. 11971 and subsequent amendments)
1. In Part II, Title I, of the Issuers’ Regulation, the following amendments are made:
A. in Chapter I, in article 4, paragraph 1 is replaced by the following:
“1. The application for approval pursuant to article 20 of the prospectus regulation is drawn up in searchable electronic format in accordance with the model published on the Consob website and is transmitted using the IT methods indicated by Consob with specific instructions. It is accompanied by the information and documents indicated in the aforementioned model and in article 42 of the Delegated Regulation (EU) 2019/980, as well as signed by those who, as bidder and issuer, intend to make the offer to the public.”;
B. in Chapter V, Section III, in article 34-octies, paragraph 01, after the words “concerning an offer,” the following are inserted: “for which a prospectus has been or will be published,”;
2. In Part III, Title I, of the Issuers’ Regulation, the following amendments are made:
A. in Chapter II, in article 52, paragraph 1 is replaced by the following:
“1. For the purposes of publishing the prospectus for admission to trading of securities, the issuer or the person requesting admission transmits to Consob, pursuant to article 113, paragraph 1, of the Consolidated Law, the application for approval envisaged by article 94, paragraph 3, of the Consolidated Law, signed by the person requesting admission; it is drawn up in searchable electronic format in accordance with the model published on the Consob website and is transmitted using the IT methods indicated by Consob with specific instructions. It is accompanied by the prospectus itself and the information and documents indicated in the model and in article 42 of the Delegated Regulation (EU) 2019/980.”;
B. in Chapter IV, in article 63, paragraph 1 is replaced by the following:
“1. With the application for approval aimed at the publication of the prospectus for admission to trading pursuant to article 52, Consob may be notified that it intends to make an offer to the public relating to the securities subject to admission to trading also pursuant to article 4. In this case, article 52, paragraphs 1 and 2, applies.”
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