Resolution no. 21326

Reduction of the initial disclosure percentage thresholds pursuant to Article 120, paragraph 2-bis, of Legislative Decree no. 58 of 1998 for shareholdings in the capital of listed companies - with Italy as the Member State of origin with a particularly broad shareholder base

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REGARD to Law No 216 of 7 June 1974, as amended;

HAVING REGARD TO Legislative Decree no. 58 of 24 February 1998, as amended and supplemented ("Consolidated Law on Finance");

HAVING REGARD in particular to Articles 120 et seq. of the Consolidated Law on Finance;

HAVING REGARD to the Regulation adopted by Consob Resolution No. 11971 of 14 May 1999 and subsequent amendments and supplements (‘Issuers’ Regulation’);

HAVING REGARD, in particular, to articles 117 et seq. of the Issuers' Regulations;

HAVING REGARD TO Article 120, paragraph 2, of the Consolidated Law on Finance, which provides that "Those who participate in an issuer of listed shares with Italy as its Member State of origin [pursuant to Article 1, paragraph 1, letter w-quater, of the Consolidated Law on Finance] for an amount greater than three percent of the capital shall notify the investee company and Consob. If the issuer is an SME [pursuant to Article 1, paragraph 1, letter w-quater.1, of the Consolidated Law on Finance], this threshold is equal to five percent";

HAVING REGARD to Article 120, paragraph 2-bis, of the Consolidated Law on Finance, as amended by Article 17 of Decree Law no. 23 of 8 April 2020, which gives Consob the power to prescribe “by means of measures justified by needs to protect the investors as well as corporate control market and capital market efficiency and transparency [...] for a limited period of time, thresholds lower than that indicated in paragraph 2 for companies with a particularly broad shareholder base”;

HAVING REGARD to Resolution no. 21304 of 17 March 2020 by which Consob, prior to the entry into force of Article 17 of Decree Law no. 23 of 8 April 2020, amending Article 120, paragraph 2-bis, of the Consolidated Law on Finance, determined lower thresholds “than those indicated in paragraph 2 for companies with a high current market value and a particularly broad shareholder base”;

CONSIDERING the recent trend in the price of shares listed on the MTA operated by Borsa Italiana S.p.A. related to the spread of the COVID-19 epidemic;

HAVING REGARD, in this respect, to resolution no. 21301 of 12 March 2020, with which Consob decided to temporarily ban the short selling of 85 Italian shares;

HAVING REGARD also to the public statementof 16 March 2020, with which ESMA reduced the threshold for reporting short positions held, and specifically, from 0.2 to 0.1%, pursuantto Article 28 of Regulation (EU) no. 236/2012;

HAVING REGARD to the daily ban on the short selling of 20 shares listed on the regulated market pursuant to Article 23 of said Regulation ordered by Consob in its session on 16 March 2020;

HAVING REGARD to the further ban, notified to ESMA on 16 March 2020, on taking or increasing net short positions for a period of three months;

HAVING REGARD TO Resolution No. 21303 of March 17 2020, whereby Consob, pursuant to Article 20 of European Regulation No. 236/2012 and after receiving a positive opinion from ESMA, ordered, as of March 18 2020 and for a period of three months, the prohibition on taking or increasing net short positions, wherever performed, including positions taken intraday, in relation to all shares traded on the Italian regulated market;

HAVING ESTABLISHED that there is still a need to protect investors as well as a need to ensure the efficiency and transparency of the corporate control market, against any speculative manoeuvres on the securities of listed companies, in a particular period of economic and financial crisis, characterised by a marked fall in share prices, due, as stated above, to the spread of the COVID-19 epidemic;

HAVING ESTABLISHED that it is appropriate to “prescribe, for a limited period of time, thresholds lower than that indicated in paragraph 2” of Article 120 of the Consolidated Law on Finance, in order to ensure greater protection of investors and the efficiency and transparency of the corporate control market and the capital market;

HAVING ESTABLISHED, therefore, that the conditions for the adoption of the justified measure referred to in the amended Article 120, paragraph 2-bis of the Consolidated Law on Finance have been met;

CONSIDERING that, based on the new wording of the text of Article 120, paragraph 2-bis, of the Consolidated Law on Finance, the power assigned to Consob concerns all companies with a particularly broad shareholder base and that, therefore, it is necessary to redefine the scope of application outlined by Resolution no. 21304 of 17 March 2020;

HAVING ESTABLISHED that, taking into account the purposes set forth in Article 120, paragraph 2 bis, of the Consolidated Law on Finance, the particularly broad-based share ownership that is required can equate to the control structure, and is therefore to be excluded when the issuer is subject to legal control pursuant to Article 2359, paragraph 1 (1) of the Italian Civil Code, referred to in Article 93 of the Consolidated Law on Finance;

CONSIDERING that the listed companies on the attached list fulfil the conditions required by Article 120, paragraph 2-bis, of the Consolidated Law on Finance,

HAVING ALSO ESTABLISHED that, at present, a period of time of three months, starting from the entry into force of this Resolution, is reasonable and compatible with what is required by the reference law, unless revoked earlier, in the event that the reasons for the adoption of the measure in question should cease to exist;

RESOLVES:

Pursuant to Article 120, paragraph 2-bis, of the Consolidated Law on Finance, and for a period of three months from the entry into force of this resolution, unless revoked earlier, i) an additional threshold of 1% is prescribed, above which the notification obligations pursuant to Article 120, paragraph 2-bis, of the Consolidated Law on Finance arise, for the companies named in Section A of the attached list and ii) an additional threshold of 3% is prescribed for companies qualifying as SMEs pursuant to Article 1 w-quater.1 of the Consolidated Law on Finance, defined in Section B of the attached list.

This is without prejudice to the exemptions from the disclosure requirements for significant shareholdings provided for in Article 119-bis of the Issuers' Regulation.

Pursuant to Article 114, paragraph 5, of the Consolidated Law on Finance, anyone who, on the date of entry into force of this Resolution, holds a stake in the voting capital of listed companies shown on the attached list that is above the thresholds set out in sub-sections i) and ii) above and below the thresholds set out in Article 120, paragraph 2, of the Consolidated Law on Finance, is required to communicate this in the manner and within the terms specified in the aforementioned Article 120, paragraph 2, of the Consolidated Law on Finance, within 10 working days of the aforementioned date, except in cases where such disclosure has already been made in compliance with the provisions of Resolution no. 21304 of 17 March 2020.

This resolution shall take effect as soon as it is published on the Consob website. This resolution shall also be published in the Consob Bulletin.

From the same date, Resolution no. 21304 of 17 March 2020 is consequently repealed.

April 9, 2020

THE CHAIRMAN
Paolo Savona

A) Listed non-SME Issuers with a broad shareholder base (not subject to legal control)

B) Listed SME Issuers with a broad shareholder base (not subject to legal control)