Legal Framework


Resolution no. 21434

Extension of the provisions relating to the identification of further thresholds for the disclosure of company shareholdings and declarations of intent as set out in resolutions no. 21326 and 21327 of 9 April 2020, adopted pursuant to article 120, paragraphs 2-bis and 4-bis respectively, of Legislative Decree no. 58 of 1998.

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 resolution no. 21326 of 9 April 2020 whereby Consob, pursuant to article 120, paragraph 2-bis, of the Consolidated Law on Finance, determined - for a period of three months from the entry into force of the said resolution (11 April), and unless revoked earlier - lower thresholds "than those indicated in paragraph 2 for companies with a particularly broad shareholder base" - meaning such companies to be those not subject to legal control, pursuant to articles 2359, paragraph 1, no. 1) of the Italian Civil Code, as laid down in article 93 of the Consolidated Law on Finance - and in particular, i) an additional threshold of 1% above which the disclosure obligations provided for in article 120, paragraph 2, of the Consolidated Law on Finance arise for the companies named in Section A of the relevant attached list (companies that do not qualify as SMEs pursuant to article 1 w-quater.1 of the Consolidated Law on Finance) and ii) an additional threshold of 3% for companies that qualify as SMEs pursuant to article 1 w-quater.1 of the Consolidated Law on Finance, defined in Section B of the relevant attached list;

ALSO HAVING REGARD TO resolution no. 21327 of 9 April 2020 whereby Consob, pursuant to article 120, paragraph 4-bis, of the Consolidated Law on Finance, envisaged - likewise for a period of three months from the entry into force of the said resolution (11 April 2020), and unless revoked earlier - a further threshold of 5% at which or above which the disclosure obligations provided for in article 120, paragraph 4-bis, of the Consolidated Law on Finance (“declarations of intent”) arise for the above companies with a particularly broad shareholder base, as defined in the relevant attached list;

HAVING REGARD TO resolutions no. 21352 of 6 May 2020 and no. 21404 of 17 June 2020 with which Consob updated the lists - annexed to resolutions no. 21326 and 21327 - of companies subject to the provisions set out in the said resolutions;

CONSIDERING the expiry, on 11 July 2020, of the provisions relating to the identification of further thresholds for the disclosure of company shareholdings and declarations of intent, in companies with a particularly broad shareholder base, as defined in the said resolutions no. 21326 and 21327 of 9 April 2020;

CONSIDERING, however, the continuing situation of uncertainty about the trend in the economic and financial situation generated by the Covid-19 epidemic;

WHEREAS, moreover, the trend in the prices of shares listed on the Mercato Telematico Azionario (MTA market) operated by Borsa Italiana S.p.A., recorded after the adoption of the aforementioned resolutions of 9 April 2020, continued to fluctuate;

WHEREAS, furthermore, during the above mentioned period a positive correlation has been observed between uncertainties about the trend in the economic and financial situation and the volatility of the financial market, which continues;

HAVING ESTABLISHED that there is an ongoing need for investor protection as well as a need to ensure efficiency and market transparency of corporate control, in response to any speculative trading on the securities of listed companies, during a particular time of economic and financial crisis, due, as stated above, to the spread of the COVID-19 epidemic;

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

HAVING ESTABLISHED, therefore, that the grounds for the adoption of the substantiated measures referred to in article 120 paragraphs 2-bis and 4-bis of the Consolidated Law on Finance still exist;

HAVING ALSO ESTABLISHED that, at present, a time lapse of three months, starting from 12 July 2020, 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:

The provisions referred to in resolutions no. 21326 and 21327 of 9 April 2020 relating to the identification of further thresholds for the disclosure of company shareholdings and declarations of intent, in companies with a particularly broad shareholder base - the relevant lists of which have been updated with resolutions no. 21352 of 6 May 2020 and no. 21404 of 17 June 2020 - are extended for a period of three months, from 12 July 2020 until 12 October 2020, unless revoked earlier.

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.

8 July 2020

THE CHAIRMAN
Paolo Savona