Prospectus Regulation: public consultation on proposed amendments to the Italian Issuers’ Regulation (Documento per la consultazione 8 ottobre 2021)
On 8 October 2021, the Consob launched a public consultation concerning proposed amendments to the Consob Regulation No. 11971 of 14 May 1999 (the “Italian Issuers’ Regulation“). The amendments to the Italian Issuers’ Regulation aim at aligning the domestic regulations with the latest legislative developments on prospectus requirements at Italian and EU level, which include:
- Legislative Decree No. 17 of 2 February 2021, which further transposes Regulation (EU) 2017/1129 of 14 June 2017 (the “Prospectus Regulation“) into the Italian legal system, and amends Legislative Decree No. 58 of 24 February 1998 (the Italian Consolidated Law on Finance, or “TUF“);
- Regulation (EU) 2019/2115 of 27 November 2019 amending Directive 2014/65/EU, and Regulations (EU) No 596/2014 and (EU) 2017/1129, as regards the promotion of the use of SME growth markets (“SME listing regulation”);
- Regulation (EU) 2021/337 of 16 February 2021, amending Regulation (EU) 2017/1129, as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries;
- Commission Delegated Regulation (EU) 2021/528 of 16 December 2020, supplementing Regulation (EU) 2017/1129, as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division.
The deadline for the submission of observations expired on 8 November 2021.
On a related note, on 8 October 2021, the Consob published the Information on the scrutiny and approval process by the Consob (the “Information“) pursuant to Article 20, paragraph 7, of the Prospectus Regulation. The Information provide useful guidance to market operators, including (i) a list of the laws and regulations applicable to prospectuses for the public offer and/or the admission to trading of securities on regulated markets, (ii) instructions for the pre-filing of prospectus with the Consob, (iii) guidelines for the drafting of the prospectus approval request and the electronic filing of the same, and (iv) the technicalities for the filing of the final draft of the prospectus and the relevant procedures that can be initiated after the approval of the prospectus (e.g., the passporting procedure).
Furthermore, on 24 November 2021, the Consob issued a notice providing a list of Consob communications that have been revoked in the light of the entry into force of the Prospectus Regulation:
- Consob Communication No. 1031710 of 27 April 2001 on “Obligations relating to the communication of the results of the offer and the stabilization activity”;
- Consob Communication No. 11021864 of 24 March 2011 on “Advertisement relating to offers to the public and/or admissions to trading on a regulated market of non-equity financial products. Applicable regulations and recommendations”;
- Consob Communication No. 12054742 of 29 June 2012, on “Entry into force of Regulation (EU) No. 486/2012 – Base Prospectus, final terms and summary – Operational instructions”;
- Consob Communication No. 13028158 of 4 April 2013 on “Communication regarding the information to be published in the event of capital strengthening operations for a total amount below the threshold for the exemption from the requirement to publish a prospectus”;
- Consob Communication No. 13037777 of 3 May 2013 on “Communication regarding guidelines for the drafting of the document undergoing an equivalence assessment pursuant to articles No. 34-ter and 57 of the Consob Regulation No. 11971 of May 14, 1999”;
- Consob Communication No. 0010807 of 10 February 2014 on “Technicalities for the publication of the offer price if this has been omitted from the prospectus, positioning and expansion of the paragraph “Warnings for the Investor” if inserted in the prospectus”.
MiFID II: Consob adheres to ESMA Guidelines on the MiFID II/MiFIR obligations on market data (Avviso Consob del 7 ottobre 2021)
On 7 October 2021, the Consob issued a notice announcing the full adherence of the Authority to the ESMA (European Securities and Markets Authority) Guidelines on the MiFID II/ MiFIR obligations on market data (ESMA70-156-4263) (the “ESMA Guidelines“). The ESMA Guidelines aim at ensuring that financial markets participants have an adequate understanding of the obligation to provide market data at reasonable commercial conditions, the relevant transparency requirements, as well as the obligation to make available free of charge the market data after 15 minutes as of their publication (delayed data).
The ESMA Guidelines will be applicable as of 1 January 2022.