Financial, Stock Exchange, Changes to the Regulation of the markets organized and managed by Borsa Italiana SpA and the related Instructions, Consob Resolution no. 20333 of March 14, 2018
Legislative changes introduced to the TUF by the legislative decree n. 25 of 15 February 2016 and the legislative decree n. 129 of 3 August 2017, transposing the Mifid Directive 2
The Commission approved the amendments to the Rules of the markets organized and managed by Borsa Italiana SpA and the related Instructions on admission to listing and admission to trading.
The changes concern the admission to the regulated market and, in particular, the articulation of this process in two phases:
i) admission to listing and,
ii) admission to trading.
The intervention is aimed at adapting the related provisions to the regulatory changes made to the TUF by the legislative decree n. 25 of 15 February 2016 and the legislative decree n. 129 of 3 August 2017, transposing the Mifid 2 directive, which separated the phases of admission to listing (on a regulated market) and admission to trading.
In the new process, resulting from changes to the Market Regulations, the preliminary activity of Borsa Italiana will not change in substance, but will only be divided between the two phases of admission. Indeed, Borsa Italiana:
for the purposes of admission to listing, it will oversee the requirements of the companies, in terms of quality and compliance with the applicable regulations;
for the purposes of admission to trading, it will monitor the characteristics of the financial instruments.
In the new Market Regulations, the admissibility judgment was removed, in the context of the admission procedure, in the case of an equity prospect consisting of separate elements (tripartite statement), as it is entirely absorbed in the new phase of admission to listing.
The admissibility procedure will continue, however, to be applied in the case of admission of non-equity financial instruments (eg bonds) issued on the basis of a program (application excluded from the application of the new admission approach).
This procedure will therefore continue to be distinguished in an admissibility judgment on the issuance program and in a subsequent phase of admission to listing of the specific instruments issued on the basis of the aforementioned program, logically and temporally coinciding with the admission phase.
For this case, as is known, the application for admission is envisaged at the time of preparing the supplementary notice of the program (so-called final condition / final terms), containing the specific characteristics of the quoting financial instrument, which is usually processed in proximity to the start of negotiations.
March 19, 2018
Source Consob
