Consob Communication no. 9/2020 of 24 November 2020 - CONSOB AND ITS ACTIVITIES
Bullettin
Communication no. 9/2020 of 24 November 2020
SUBJECT: Procedure for filing the prospectus related to public offer and/or admission of securities to trading on a regulated market pursuant to Article 9, paragraph 1, of the Issuers' Regulation
With this communication, implementing Article 9, paragraph 1, of the Issuers’ Regulation[1], indications are provided regarding the methods of filing the prospectus and any related supplement, approved by Consob.
The prospectus (or constituent parts thereof) and any supplements relating to the securities must be filed, within the period established by the aforementioned Article 9, paragraph 1, of the Issuers' Regulation, through the Deproem System, available on Consob's institutional website (www.consob.it), in the section "Services for Supervised Subjects / Procedures / Offer Documentation Filing” (http://www.consob.it/web/area-operativa-interattiva/deposito-prospetti).
To access Deproem, the Issuer/Offeror/Person requesting admission to trading must use the credentials (username and password) provided by Consob for the Remote Collection System (‘Teleraccolta’) or originally issued by Consob during the accreditation phase in the Siproem system.
The Deproem User Handbook is available in Italian and English in the section “Services for Supervised Subjects / Procedures / Offer Documentation Filing” (http://www.consob.it/web/area-operativa-interattiva/deposito-prospetti). It describes the steps to be followed to file the prospectus (or the constituent parts thereof) as well as the supplements.
In this regard, it is recalled that the Deproem system performs the function of collecting not only the prospectuses (or the constituent parts thereof) and supplements approved by Consob, but also the final terms relating to the base prospectuses, including the attached summaries specific to the individual issues, and any supplementary notices of the terms of the offer.
This system has been recently revised to allow its adaptation to the new storage mechanism for prospectuses implemented at ESMA (so-called Prospectus Register or ESMA Register) and the sending to it of data pursuant to Article 21, par. 5.2, of Regulation (EU) 2017/1129 (so-called Prospectus Regulation) and Articles 11 and 12 and Annex VII of Delegated Regulation (EU) 2019/979.
As outcome of this revision of the Deproem system, the procedures for filing the prospectus related to an offer of securities to the public and/or admission to trading (or its constituent parts) have been significantly simplified, since the new version of the system, to complete the filing, requires the entry of a significantly lower amount of data than that required in the previous version.
These data are shown in Annex 1 and must be provided by filling in specific fields of the Deproem system when the documents approved by Consob or the final terms of the base prospectus are filed with Consob, as indicated in the Deproem User Handbook, to which reference is also made for the technical details on filling in the individual computer fields.
With the transitional regime established by ESMA to notify the data required by Regulation (EU) 2019/979 ending on 25 November 2020, the current version of the Deproem system will cease to operate and the new version will be operational from 26 November 2020. The starting date aims at making it possible to publish prospectuses and data on the ESMA website from 30 November 2020, in line with the new format of the Prospectus Register.
With reference to prospectuses for financial products other than securities, the specific methods for filing offer documentation will be indicated in the communication of approval of the relevant prospectus.
THE CHAIRMAN
Paolo Savona
[1] Pursuant to this provision “the approved prospectus and the approved supplement shall be filed with Consob no later than the end of the first working day following the notification of the approval, according to the methods specified by Consob with its own communication”.
Annexes: 1
DATA TO BE ENTERED IN DEPROEM WHEN FILING THE PROSPECTUS (OR CONSTITUENT PARTS) AND THE SUPPLEMENT
| Assigned name | Format | Requested to file |
| LEI of the Issuer | Text | - |
| National Unique Code (SIPROEM) | Text | Prospectus, Registration Document, Supplement |
| Approval Date | Date | Prospectus, Registration Document, Supplement |
| Document Type | Text (closed list) | Prospectus, Registration Document, Supplement, Final Terms |
| Prospectus Type | Text (closed list) | Prospectus |
| Prospectus Format | Text (closed list) | Prospectus |
| Growth Outlook (SMEs) | Text (closed list) | Prospectus, Registration Document |
| List of annexes to Regulation 2019/980/EU | Whole list | Prospectus, Registration Document |
| ISIN | Text | Prospectus, Final Terms |
| Financial Instrument Short Name (FISN) | Text | Prospectus, Final Terms |
| Type of financial product | Text (closed list) | Prospectus, Final Terms |
| Currency | Text | Prospectus, Final Terms |
| CFI Code | Text | Prospectus, Final Terms |
| Type of Offer/Admission to listing | Text (closed list) | Prospectus, Final Terms |
| Due Date | Date | Prospectus, Final Terms |
| Par Value | Number | Prospectus, Final Terms |
| Underlying | Text | Prospectus, Final Terms |
| Trading method list | Text (closed list) | Prospectus, Final Terms |
| Price | Number | Prospectus, Final Terms |
| Offer quantity | Number | Prospectus, Final Terms |
| Offer value | Number | Prospectus, Final Terms |
| Approval Number | Text | Prospectus, Registration Document, Supplement |
| Financial Product Class | Text (closed list) | Prospectus |
| Admission to Listing | YES / NO | Prospectus |
| Offer to the public | YES / NO | Prospectus |
| IPO | YES / NO | Prospectus |
| Offer Type | Text (closed list) | Prospectus |
| Registration Document Class | Text (closed list) | Registration Document |
| Summary description | Text | Prospectus, Final Terms, Notice |
| Extended product name | Text | Prospectus (not base), Final Terms |
| Sub-type of financial product | Text (closed list) | Prospectus (not base), Final Terms |
| Offer Start Date | Date | Prospectus (not base), Final Terms |
| Offer End Date | Date | Prospectus (not base), Final Terms |
| Trading start date | Date | Prospectus (not base), Final Terms |
| Issue Date | Date | Prospectus (not base), Final Terms |
| Subject to Bail-In | YES / NO | Prospectus (not base), Final Terms |
| Placement methods | Text (closed list) | Prospectus (not base), Final Terms |
| Placement agent list | Text (closed list) | Prospectus (not base), Final Terms |
| Southern Economy Products | YES / NO | Prospectus (not base), Final Terms |
| Guarantees | Text (closed list) | Prospectus (not base), Final Terms |
| Capital protections | Text (closed list) | Prospectus (not base), Final Terms |
| Redemption method | Text (closed list) | Prospectus (not base), Final Terms |
| Automatic Redemption | YES / NO | Prospectus (not base), Final Terms |
| Redemption Value | Number | Prospectus (not base), Final Terms |
| Subordination Clauses | Text (closed list) | Prospectus (not base), Final Terms |