Legal Framework


Resolution no. 21525

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 Consob Resolutions no. 21326 and no. 21327 of 9 April 2020, adopted pursuant to Article no. 120, paragraphs 2-bis and 4-bis respectively, of the Legislative Decree no. 58 of 1998, as already extended by Resolution no. 21434 of 8 July 2020

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 no. 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 nos. 117 et seq. of the Issuers' Regulations;

HAVING REGARD TO Resolution no. 21326 of 9 April 2020 whereby Consob, pursuant to Article no. 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 that 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 Article no. 2359, paragraph 1, no. 1) of the Italian Civil Code, as laid down in Article no. 93 of the Consolidated Law on Finance - and in particular, i) the additional threshold of 1% above which the disclosure obligations provided for in Article no. 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 no. 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 no. 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 no. 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 no. 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 the aforementioned Resolutions no. 21326 and no. 21327 of 9 April 2020 - of companies subject to the provisions set out in the said resolutions;

HAVING REGARD to Resolution no. 21434 of 8 July 2020, with which the Commission extended the provisions referred to in the aforementioned Resolutions no. 21326 and no. 21327 of 9 April 2020, for a period of three months, from 12 July 2020 until 12 October 2020, unless early revocation;

ALSO GIVEN the executive decisions no. 34 of 16 July 2020, no. 37 of 7 August 2020 and no. 39 of 21 September 2020, with which Consob proceeded to further update the lists - attached to the aforementioned Resolutions no. 21326 and no. 21327 of 9 April 2020 - of the companies subject to the provisions of the same resolutions;

CONSIDERING the expiry, on 12 October 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 no. 21327 of 9 April 2020;

CONSIDERING the continuing situation of uncertainty about the trend in the economic and financial situation generated by the COVID-19 epidemic and taking into account the recent worsening of data on its spread;

CONSIDERING that the trend in the prices of shares listed on Mercato Telematico Azionario (MTA market) operated by Borsa Italiana S.p.A., continues to be characterized by significant volatility, with the frequent presence of sessions characterized by marked decreases alternating with less sustained increases;

HAVING ESTABLISHED that the need to protect investors persists as well as that of guaranteeing the efficiency and transparency of the corporate control market, in the face of any speculative maneuvers on the securities of listed companies, in a particular period of economic and financial situation attributable to the diffusion the COVID-19 epidemic;

HAVING ESTABLISHED, therefore, still appropriate "to provide, for a limited period of time, lower thresholds than those indicated in paragraph 2" of Article no. 120 of the Consolidated Law on Finance, as well as "to provide, for a limited period of time, in addition to the thresholds indicated in the first period " of paragraph 4-bis of Article no. 120 of the Consolidated Law on Finance, "a threshold of 5 per cent for companies with particularly widespread shareholding", in order to ensure greater investor protection as well as the efficiency and transparency of the corporate control market and of the capital market;

HAVING ESTABLISHED, therefore, that the reasons remain for the adoption of the motivated measures referred to in Article no. 120, paragraphs 2-bis and 4-bis, of the Consolidated Law on Finance;

ALSO HAVING ESTABLISHED, that, at present, a period of time of three months, starting from 12 October 2020, is reasonable and compatible with the requirements of the reference standard, unless revoked early in the event that the reasons underlying the adoption of the measure in question should no longer be valid;

RESOLVES:

The provisions referred to in Consob Resolutions no. 21326 and no. 21327 of 9 April 2020 - as subsequently extended by Resolution no. 21434 of 8 July 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 the Resolutions no. 21352 of 6 May 2020 and no. 21404 of 17 June 2020 as well as with the executive decisions no. 34 of 16 July 2020, no. 37 of 7 August 2020 and no. 39 of 21 September 2020) are extended for a further period of three months, from 13 October 2020 until 13 January 2021, unless revoked early.

This Resolution shall take effect the day following its publication on the Consob website. This Resolution shall also be published in the Consob Bulletin.

7 October 2020

THE CHAIRMAN
Paolo Savona