14 May 2012

Consob: Regulatory simplification - amendments to markets and issuers' regulations

The amendments to the Consob regulations affect the markets and issuers' regulations with three objectives: to eliminate provisions not envisaged by EU legislation; to rationalise the requirements of listed companies; and to preserve investor protection.

The regulations on company disclosures have also been reviewed, bringing all provisions entailing disclosures to the public or Consob together, and leaving the related obligations unchanged.

A first "package" of regulatory amendments was approved by the Commission last January - upon completion of market consultation that had begun in 2011 with the establishment of technical tables - and had concerned the regulation of prospectuses, admission to listing, disclosure obligations and obligations relating to regulated markets.

The aspects concerned by the new changes, approved following extensive market consultation, are: disclosure obligations, public offerings, shareholder rights, and issuers of widely distributed securities.

1. Disclosure obligations:

• the disclosures required to the public and to Consob have been unified into a single body with the elimination of Articles 90 to 101 of the issuers' regulations;
• dissemination to the public of information on significant circumstances and events: there is no longer any obligation to comment on rumours, without prejudice to Consob's power to request that information be disseminated where there is a risk that the public may be misled;
• ownership structures: disclosure obligations of major shareholdings have been eliminated, as not envisaged by the Transparency Directive (thresholds of 35 per cent, 40 per cent, 45 per cent and 75 per cent);
• shareholders' agreements: as from 1 July 2013, a new regulation will come into force on the publication of shareholders' agreements, which will simplify the duties assigned to adherers;
• extraordinary operations and buyback: some disclosure obligations of listed companies have been simplified, without prejudice to the level of corporate transparency;
• to facilitate the development of trading platforms as an alternative financing channel to listing of medium-sized enterprises, the obligations assigned to managers of multilateral trading system and systematic internalisers have been rationalised.

2. Public offers of subscription and sale and purchase and trade:

• public offers of subscription and sale of open-ended UCITS (investment funds, SICAVs) and insurance products: the minimum amount required for subscription to allow for exemption from the obligation to publish the prospectus has been reduced from €250,000 to €100,000, thereby coming into line with European Union legislation in force from 1 July 2012;
• public offers of takeover and trade: the application scope of the exemption from the obligation to publish a bid document for buy-backs of non equity financial instruments has been extended, in line with European Union legislation;
• procedure for public offers of purchase and trade: the contents of the initial disclosure required by the bidder have been simplified, eliminating the information to be included in the bid document; the obligation to disclose the certification of the commitment to pay the price has been eliminated, in line with European Union legislation; the obligation to inform the issuer of the bid has been eliminated, as the information is already disseminated to the market by means of a specific disclosure;
• publication of the bid document: as from 1 July 2013, the obligation to publish the notice in newspapers, not envisaged by European Union legislation, will be replaced by a market disclosure.

3. Shareholder rights:

• shareholding required for the presentation of the lists: in order to simplify the regulation, the single threshold has been adopted of 1 per cent for all companies with capitalisation ranging from €1 to15 billion; for companies with lower capitalisation, the single threshold of 2.5 per cent is introduced. The provisions establishing the threshold of 0.5 per cent for companies with high levels of capitalisation remain unchanged, the threshold of 4.5 per cent if special conditions are met and the special regulation established for cooperative companies. For newly-listed companies, finally, the ability is envisaged of adopting a percentage of no more than 2.5 per cent, limited to the first renewal of the Board of Directors after listing;
• the information to be included in the minutes of the shareholders' meeting has been simplified, as has the publication of agreements on cross-over shareholdings and the related storage, when they constitute a duplication of the requirements already established by other provisions.

4. Issuers of widely distributed securities amongst the public to a significant extent:

• definition of "issuers of widely distributed securities": the number of shareholders and bondholders relevant for the application of the regulation has been raised from 200 to 500;
• website use: issuers of widely distributed securities are allowed to use the issuer's website to publish information or, alternatively, an SDIR (System for the Disclosure of Regulated Information). 

Press release

© Consob - Commissione Nazionale per le Società e la Borsa