Legal Framework


Resolution no. 21327

Reduction of the initial disclosure percentage threshold pursuant to Article 120, paragraph 4-bis, of Legislative Decree no. 58 of 1998 for the declarations of objectives on the occasion of the acquisition of a stake in listed issuers with Italy as their Member State of origin and 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 4-bis of the Consolidated Law on Finance, as amended by Article 17 of Decree Law no. 23 of 8 April 2020 by adding the last sentence, which states that "[I]n the event of the purchase of a shareholding in listed issuers equal to or greater than the thresholds of 10 percent, 20 percent and 25 percent of the relevant capital, except as provided for in Article 106, paragraph 1-bis, the person making the communications referred to in paragraphs 2 et seq. of this article must declare the objectives he intends to pursue during the following six months. The declaration shall indicate under the responsibility of the declarant: (a) the methods of financing the acquisition; (b) whether he is acting alone or in concert; (c) whether he intends to stop his purchases or continue with them and whether he intends to acquire control of the issuer or otherwise exercise influence over the management of the company and, in such cases, the strategy he intends to adopt and the operations to implement it; (d) his intentions with regard to any shareholders' agreements and pacts to which he is a party; (e) whether he intends to propose the integration or removal of the administrative or control bodies of the issuer. CONSOB may, by its own regulation, identify the cases in which the above declaration is not required, taking into account the characteristics of the person making the declaration or the company whose shares have been purchased. CONSOB may, by means of a measure motivated by the need to protect investors as well as by the need for efficiency and transparency of the corporate control and capital market, provide, for a limited period of time, in addition to the thresholds indicated in the first sentence of this paragraph, a threshold of 5 percent for companies with 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 TO Resolution no. 21326 of 9 April 2020, whereby Consob, by virtue of the power attributed to it pursuant to Article 120, paragraph 2-bis, of the Consolidated Law on Finance, as most recently amended by the aforementioned Article 17 of Decree Law no. 23 of 8 April 2020, ordered the reduction of the initial disclosure percentage thresholds provided for by Article 120, paragraph 2, of the Consolidated Law on Finance, for shareholdings held in the share capital of listed companies with a particularly broad shareholder base, for a period of three months;

HAVING ESTABLISHED that there is 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, therefore, that the conditions for the adoption of the justified measure referred to in Article 120, paragraph 4-bis of the Consolidated Law on Finance have been met;

HAVING ESTABLISHED that, in order to ensure greater protection of investors and the efficiency and transparency of the corporate control market and the capital market, it is appropriate “to prescribe, for a limited period of time, in addition to the thresholds indicated in the first sentence” of Article 120, paragraph 4-bis of the Consolidated Law on Finance “a threshold of 5 percent for companies with a particularly broad shareholder base”;

HAVING ESTABLISHED that, taking into account the purposes set forth in Article 120, paragraph 4-bis, final sentence, of the Consolidated Law on Finance, the requirement of a particularly broad shareholder base may refer to the control structure and is therefore to be excluded where the issuer is subject to legal control pursuant to Article 2359, paragraph 1, no. 1) of the Italian Civil Code, as 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 4-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 4-bis, of the Consolidated Law on Finance, a further threshold of 5 percent is envisaged for a period of three months from the date of entry into force of this resolution, unless revoked in advance. Should this threshold be reached or exceeded, the disclosure obligations stipulated in Article 120, paragraph 4-bis of the Consolidated Law on Finance will apply for the companies included on the attached list.

The exemptions from the disclosure requirements for declarations of intent provided by the new Article 122-ter of the Issuers' Regulation, as introduced by Consob Resolution no. 21320 of 7 April 2020, remain unchanged.

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.

April 9, 2020

THE CHAIRMAN
Paolo Savona

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

1

A2A SPA

2

ACOTEL GROUP SPA

3

ACSM-AGAM SPA

4

AEROPORTO GUGLIELMO MARCONI DI BOLOGNA SPA

5

ALKEMY SPA

6

ANIMA HOLDING SPA

7

ASSICURAZIONI GENERALI SPA

8

ASTM SPA

9

ATLANTIA SPA

10

AVIO SPA

11

AZIMUT HOLDING SPA

12

BANCA FARMAFACTORING SPA

13

BANCA FINNAT EURAMERICA

14

BANCA MEDIOLANUM SPA

15

BANCA POPOLARE DI SONDRIO, SOCIETA' COOPERATIVA PER AZIONI

16

BANCA SISTEMA SPA

17

BANCO BPM SPA

18

BASIC NET SPA

19

BASTOGI SPA

20

BE THINK, SOLVE, EXECUTE SPA

21

BF SPA

22

BIALETTI INDUSTRIE SPA

23

BIOERA SPA

24

BORGOSESIA SPA

25

BPER BANCA SPA

26

CALEFFI SPA

27

CAREL INDUSTRIES SPA

28

CELLULARLINE SPA

29

CENTRALE DEL LATTE D'ITALIA SPA

30

CERVED GROUP SPA

31

CHL - CENTRO HL DISTRIBUZIONE SPA

32

CIR SPA

33

CLASS EDITORI SPA

34

COIMA RES SPA SIIQ

35

COMPAGNIA IMMOBILIARE AZIONARIA - CIA SPA

36

CREDITO VALTELLINESE SPA

37

CSP INTERNATIONAL FASHION GROUP SPA

38

DIGITAL BROS SPA

39

DOVALUE SPA

40

EL.EN. SPA

41

ENEL SPA

42

ENERVIT SPA

43

ENI SPA

44

EPRICE SPA

45

EQUITA GROUP SPA

46

ESPRINET SPA

47

EUKEDOS SPA

48

EUROTECH SPA

49

FINECOBANK BANCA FINECO SPA

50

GABETTI PROPERTY SOLUTIONS SPA

51

GEDI GRUPPO EDITORIALE SPA

52

GRUPPO MUTUIONLINE SPA

53

GUALA CLOSURES SPA

54

HERA SPA (HOLDING ENERGIA RISORSE AMBIENTE)

55

IGD - IMMOBILIARE GRANDE DISTRIBUZIONE SIIQ SPA

56

ILLIMITY BANK SPA

57

INFRASTRUTTURE WIRELESS ITALIANE SPA -INWIT

58

INTERPUMP GROUP SPA

59

INTESA SANPAOLO SPA

60

IREN SPA

61

ITALGAS SPA

62

ITALMOBILIARE SPA

63

ITWAY SPA

64

LA DORIA SPA

65

LEONARDO - SOCIETA' PER AZIONI

66

LVENTURE GROUP SPA

67

MEDIASET SPA

68

MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA

69

MOLECULAR MEDICINE SPA

70

MONCLER SPA

71

MONDO TV SPA

72

OLIDATA SPA

73

OPENJOBMETIS SPA

74

ORSERO SPA

75

OVS SPA

76

PIRELLI & C. SPA

77

PRIMA INDUSTRIE SPA

78

PRYSMIAN SPA

79

RATTI SPA

80

RCS MEDIAGROUP SPA

81

RETELIT SPA - RETI TELEMATICHE ITALIANE SPA

82

RISANAMENTO SPA

83

ROSSS SPA

84

SABAF SPA

85

SAES GETTERS SPA

86

SAFILO GROUP SPA

87

SAIPEM SPA

88

SALINI IMPREGILO SPA

89

SANLORENZO SPA

90

SARAS SPA RAFFINERIE SARDE

91

SNAM SPA

92

SOCIETA' CATTOLICA DI ASSICURAZIONE SOCIETA' COOPERATIVA

93

TAMBURI INVESTMENT PARTNERS SPA

94

TECHEDGE SPA

95

TELECOM ITALIA SPA

96

TERNA - RETE ELETTRICA NAZIONALE SPA

97

TESMEC SPA

98

TISCALI SPA

99

TREVI - FINANZIARIA INDUSTRIALE SPA

100

TXT E-SOLUTIONS SPA

101

UNICREDIT SPA

102

UNIEURO SPA

103

UNIONE DI BANCHE ITALIANE SPA

104

UNIPOL GRUPPO SPA