Legal Framework


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)

1

A2A SPA

2

ANIMA HOLDING SPA

3

ASSICURAZIONI GENERALI SPA

4

ASTM SPA

5

ATLANTIA SPA

6

AZIMUT HOLDING SPA

7

BANCA MEDIOLANUM SPA

8

BANCA POPOLARE DI SONDRIO, SOCIETA' COOPERATIVA PER AZIONI

9

BANCO BPM SPA

10

BPER BANCA SPA

11

CERVED GROUP SPA

12

ENEL SPA

13

ENI SPA

14

FINECOBANK BANCA FINECO SPA

15

HERA SPA (HOLDING ENERGIA RISORSE AMBIENTE)

16

INFRASTRUTTURE WIRELESS ITALIANE SPA -INWIT

17

INTERPUMP GROUP SPA

18

INTESA SANPAOLO SPA

19

IREN SPA

20

ITALGAS SPA

21

ITALMOBILIARE SPA

22

LEONARDO - SOCIETA' PER AZIONI

23

MEDIASET SPA

24

MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA

25

MONCLER SPA

26

OVS SPA

27

PIRELLI & C. SPA

28

PRYSMIAN SPA

29

SAIPEM SPA

30

SALINI IMPREGILO SPA

31

SANLORENZO SPA

32

SARAS SPA RAFFINERIE SARDE

33

SNAM SPA

34

SOCIETA' CATTOLICA DI ASSICURAZIONE SOCIETA' COOPERATIVA

35

TELECOM ITALIA SPA

36

TERNA - RETE ELETTRICA NAZIONALE SPA

37

UNICREDIT SPA

38

UNIONE DI BANCHE ITALIANE SPA

39

UNIPOL GRUPPO SPA

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

1

ACOTEL GROUP SPA

2

ACSM-AGAM SPA

3

AEROPORTO GUGLIELMO MARCONI DI BOLOGNA SPA

4

ALKEMY SPA

5

AVIO SPA

6

BANCA FARMAFACTORING SPA

7

BANCA FINNAT EURAMERICA

8

BANCA SISTEMA SPA

9

BASIC NET SPA

10

BASTOGI SPA

11

BE THINK, SOLVE, EXECUTE SPA

12

BF SPA

13

BIALETTI INDUSTRIE SPA

14

BIOERA SPA

15

BORGOSESIA SPA

16

CALEFFI SPA

17

CAREL INDUSTRIES SPA

18

CELLULARLINE SPA

19

CENTRALE DEL LATTE D'ITALIA SPA

20

CHL - CENTRO HL DISTRIBUZIONE SPA

21

CIR SPA

22

CLASS EDITORI SPA

23

COIMA RES SPA SIIQ

24

COMPAGNIA IMMOBILIARE AZIONARIA - CIA SPA

25

CREDITO VALTELLINESE SPA

26

CSP INTERNATIONAL FASHION GROUP SPA

27

DIGITAL BROS SPA

28

DOVALUE SPA

29

EL.EN. SPA

30

ENERVIT SPA

31

EPRICE SPA

32

EQUITA GROUP SPA

33

ESPRINET SPA

34

EUKEDOS SPA

35

EUROTECH SPA

36

GABETTI PROPERTY SOLUTIONS SPA

37

GEDI GRUPPO EDITORIALE SPA

38

GRUPPO MUTUIONLINE SPA

39

GUALA CLOSURES SPA

40

IGD - IMMOBILIARE GRANDE DISTRIBUZIONE SIIQ SPA

41

ILLIMITY BANK SPA

42

ITWAY SPA

43

LA DORIA SPA

44

LVENTURE GROUP SPA

45

MOLECULAR MEDICINE SPA

46

MONDO TV SPA

47

OLIDATA SPA

48

OPENJOBMETIS SPA

49

ORSERO SPA

50

PRIMA INDUSTRIE SPA

51

RATTI SPA

52

RCS MEDIAGROUP SPA

53

RETELIT SPA - RETI TELEMATICHE ITALIANE SPA

54

RISANAMENTO SPA

55

ROSSS SPA

56

SABAF SPA

57

SAES GETTERS SPA

58

SAFILO GROUP SPA

59

TAMBURI INVESTMENT PARTNERS SPA

60

TECHEDGE SPA

61

TESMEC SPA

62

TISCALI SPA

63

TREVI - FINANZIARIA INDUSTRIALE SPA

64

TXT E-SOLUTIONS SPA

65

UNIEURO SPA