Consob resolution No. 19461 of December 16, 2014 - CONSOB AND ITS ACTIVITIES
Bullettin
Resolution 19461(1)
Determination, pursuant to Article 40 of Law 724/1994, of the amounts of the fees payable for the 2016 fiscal year
THE ITALIAN COMPANIES AND STOCK EXCHANGE COMMISSION (CONSOB)
Having regard to Law 216 of 7 June 1974 as amended;
Having regard to Article 40 of Law 724 of 23 December 1994 as amended, which, inter alia, provides for Consob, with a view to its funding, to determine each year the amount of the fees it is to be paid by the persons subject to its supervision and in determining such fees to adopt criteria that take account of the costs arising in connection with the whole set of activities performed for each category of persons;
Having regard to Consob Resolutions no. 19086 and no. 19087 dated 23 December 2014 which provided, pursuant to aforementioned Article 40, respectively persons required to pay fees for year 2015 and the amount of the fees for the same year;
Having regard to its own Resolution 19460 of December 16, 2015, which determined the persons required to pay fees for the 2016 fiscal year;
Whereas it is necessary to establish the amounts of the fees payable for the 2016 fiscal year by the persons referred to in Resolution 19460 of December 16, 2015 referred to above;
R E S O L V E S
Article 1
Fees
1. The fees payable for the 2016 fiscal year by the persons referred to in Article 1 of Resolution 19460 of December 16, 2015 are set follows:
Legal basis |
Persons required to pay |
Fee |
Article 1.a) | SIMs, including those entered in the special section of such register provided for in Article 60.4 of Legislative Decree 415/1996, authorised to engage in investment services and activities | As specified in Article 1.2, subparagraph 2.1 |
Article 1.b) | EU investment having its registered office in Italy and Non –EU investment companies authorised to engage in investment services or activities | As specified in Article 1.2, subparagraph 2.2 |
Article 1.c) | Italian banks, Poste Italiane Servizi BancoPosta, EU banks with branches in Italy and non – EU banks with or without branches in Italy authorised to engage in investment services or activities | As specified in Article 1.2, subparagraph 2.1
|
Article 1.d) | Asset management, EU management companies having its registered office in Italy, EU AIF managers having its registered office in Italy authorised to engage in management on a client-by-client basis of investment portfolios and/or reception and transmission of orders and/or investment consultancy | As specified in Article 1.2, subparagraph 2.2 |
Article 1.e) |
Financial intermediaries referred to in Article 107.1 of Legislative Decree no. 385/1993 | As specified in Article 1.2, subparagraph 2.2 |
Article 1.f) | Stockbrokers entered in the special roll referred to in Article 201.5 of Legislative Decree no. 58/1998 | € 80,00 each |
Article 1.g) | Asset management companies, SICAVs, SICAFs, Collective investment undertakings | As specified in Article 1.3 |
Article 1.h) | Insurance companies authorised, on 2.1.2016, to operate in the sectors on Life III and/or V according to Article 2, subsection 1, of the Legislative Decree no.209/2005; | € 5.575,00 each |
Article 1.i) | Financial advisor advisors authorised to make off-premises offer(2) entered on 2.1.2016 in the register referred to in Article 31.4 of Legislative Decree no 58/1998 | € 93,00 each |
Article 1.j), subpar. j1) | Issuers of financial instruments admitted to trading on regulated markets | As specified in Article 1.4, subparagraph. 4/1 |
Article 1.j) , subpar.j2) | Listed issuers with Italy as home member State with shares admitted to trading on another EU member State Financial market | As specified in Article 1.4, subparagraph 4/1 |
Article 1.k), | Issuers of financial instruments widely-distributed among the public referred to in Article 116 of Legislative Decree no. 58/1998, that on 2.1.2016, meeting the characteristics for the admission in the special list provided by Article 108.5 of Consob Regulation no. 11971/1999 | € 13.850,00 each |
Article 1.l) | Offerors other than those referred to in Article 1.g) and 1.h) | As specified in Article 1.5 and 1.6 |
Article 1.m) | Persons entered in the register referred to Legislative Decree no. 39/2010 | As specified in Article 1.7 |
Article 1.n), | Borsa Italiana s.p.a. | € 3.700.620,00 |
Article 1.o), | MTS s.p.a. | € 381.815,00 |
Article 1.p) | Monte Titoli s.p.a. | € 651.630,00 |
Article 1.q) | Cassa di compensazione e garanzia s.p.a. | € 445.175,00 |
Article 1.r) | SIMs, banks and market management company authorised on 2.1.2016 to manage multilateral trading facilities | As specified in Article 1.8 |
Article 1.s) | Systematic internaliser entered in the Consob list | As specified in Article 1.9 |
Article 1.t) | Markets recognized under agreements with foreign authorities (non – EU) | € 22.245,00 each |
Article 1.u) | Managers of portals for the collection of capital | Fixed amount of € 1.300,00, plus € 1.630,00 in case of persons that have started the activities authorised on 2.1.2016 |
Article 1.v) | Managers of disclosure services for regulatory information and managers of centralised archive services for regulatory information | As specified in Article 1.10 |
Article 1.w) | Regulatory Body of financial advisors(3) | € 338.145,00 |
2. The fees payable by the persons referred to in Article 1.a), 1.b), 1.c), 1.d) and 1.e) of Resolution 19460 of December 16, 2015 shall be determined as follow:
2/1 for the persons referred to in article 1.a) and 1.c) the fees payable are determined on the amount of € 3.120,00 plus, for the Italian Banks and Poste Italiane Divisione BancoPosta, EU banks with branch in Italy and non – EU banks with or without branch in Italy, 2,35% of the revenues for investment services, while for SIMs entered in the register 0,34% of the revenues from investment services. Data on investment services revenues (December 31, 2014) referred to the financial statements closed during 2015, shall be taken from the supervision reports prepared in accordance with the Bank of Italy Circular no. 272 of 30 July. 2008 for the Banks and in accordance with the Bank of Italy Circular no. 148 of July 2, 1991 for SIMs. In particular shall be considered the relevant sub-item of item 40924 for Banks and items 43962 for the SIMs. Each intermediaries shall not pay more than € 109.000,00.
2/2 for the persons referred to in article 1.b), 1.d) and 1.e) on the basis of the number of investment services/activities authorised on 2.1.2016 [excluding the investment service of managing multilateral trading facilities referred to Article 1.5 g) of Legislative no. Decree 58/1998], as follows:
a) one investment service/activity authorised: € 3.120,00;
b) two investment services/activities authorised: € 11.045,00;
c) three investment services/activities authorised: € 20.010,00;
d) four investment services/activities authorised: € 27.060,00;
e) five investment services/activities authorised: € 34.110,00;
f) six investment services/activities authorised: € 44.690,00.
3. The fees payable by the persons referred to in Article 1.g) of Resolution 19460 of December 16, 2015 shall be determined as follow:
Fixed amount of € 4.000,00, plus:
a) in case of management companies offering their units and shares to the public following the filing of a prospectus an amount of € 1.700,00 for each fund or, where envisaged, for each sub-fund operating on 2.1.2016. The first two funds/sub-funds shall be exempt from the calculation of the fee increase. Shall be exempt from the calculation of the fee increase also the funds/sub-funds listed or one or more classes listed.
b) in case of management companies that have completed a public offering of the units and shares managed during the years before with Italian resident subscribers on 2.1.2016 an amount of € 1.200,00 for each fund or, when envisaged, for each sub-fund;
c) in case of management companies start marketing units or shares of reserved AIFs after applying, the year before, under the procedure provide by Article 43 of Legislative Decree no. 58/1998, an amount of € 1.300,00 for each fund or, when envisaged, for each sub-fund.
4. The fees payable by the persons referred to in Article 1.j) of Resolution 19460 of December 16, 2015 shall be determined on the basis of the face value of the securities listed or admitted to trading on 2.1.2016.
4/1 For Italian issuers under points j1) and j2):
a) the fees for the shares shall be equal to a fixed amount of € 14.535,00 for issued capital up to 10.000.000 euro, plus € 136,10 for each 500.000 euro of issued capital in excess of 10.000.000 euro up to 100.000.000 euro, plus € 109,42 for each 500.000 euro of issued capital in excess of 100.000.000 euro. For fractions of 500.000 euro, the fee shall be charged on a pro-rata basis. From 2014 fiscal year shall be exempt the shares of companies admitted to trading on Italian regulated markets whose mid capitalisation from the date set for the start of trading and the close of the last trading day of the previous year from the one referred to, is under € 500 million. The exempt shall be apply for the first three years from the date of the admittance to trading;
b) the fees for the bonds shall be equal to a fixed amount of € 14.535,00 for each bond listed.
c) the fee for the bonds guaranteed by the Italian government issued pursuant Article 8 of Law Decree no. 201/2011 shall be equal to a fixed amount of € 4.130,00 for each bond listed;
d) the fees for warrants shall be equal to a fixed amount of € 14.535,00 for each warrant listed;
e) the fees for covered warrants, for certificates and for exchange traded commodities and for exchange traded notes shall be equal to a fixed amount of € 2.000,00 for each covered warrant listed, for each certificate listed, for each exchange traded commodity listed and for each exchange traded note listed;
f) the fees for units or shares of collective investment funds, of exchange traded funds and of SICAVs shall be equal to a fixed amount of € 2.100,00 for each fund or - where envisaged - for each sub-fund listed;
g) individual issuers shall not pay more than € 450.000,00 in total.
4.2 For foreign issuers indicated under points j1):
a) the fees for shares, bonds and warrants issued by foreign companies shall be equal to a fixed amount of € 14.535,00;
b) the fees for covered warrants, for certificates, for exchange traded commodities and for exchange traded notes shall be equal to a fixed amount of € 2.000,00 for each covered warrant listed, for each certificate listed, for each exchange traded commodity listed and for each exchange traded note listed;
c) the fees for units or shares of collective investment funds, of exchange traded funds and of SICAVs shall be equal to a fixed amount of € 2.100,00 for each fund listed or - where envisaged - for each sub-fund listed;
d) individual foreign issuers shall not pay more than € 450.000,00 in total.
5. The fees payable by the persons referred to in Article 1.l), of Resolution 19460 of December 16, 2015, shall be as follows:
5/1 - offers to the public provide by subparagraph l1) of Resolution no. 19460 of December, 16 2015: public offering for subscription and sales and/or admission to trading of financial instruments, takeover bids and/or an exchange tender offer, with the preliminary proceeding relating the offering prospectus closed before its approval, in the period between 2 January 2015 and first January 2016, is equal to a fixed amount of fee of € 2.900,00;
5/2 - offers to the public provide by subparagraph l2) of Resolution no. 19460 of December 16, 2015: public offering for subscription and sales, takeover bids or exchange tender offers for which, following the approval of the prospectus or of the bid document, the proponent has not completed the public offering or the takeover bid or exchange tender offer, is equal to a fixed amount of € 5.800,00;
5/3 - offers to the public provide by subparagraph l3) of Resolution no. 19460 of December 16, 2015:
a) public offerings of financial products that confer, against the payment of a premium, the right to receive the difference between a predetermined value and the market value of the underlying asset as covered warrants or certificates, a fixed amount of € 5.800,00 for each offering prospectus - as a complete prospectus or as separates documents – or base prospectus plus € 590,00 for each offering completed (placement of a single tranche, to be understood as meaning a single series of separately specified securities having a different predetermined theoretical value);
b) public offerings to buy or subscribe financial products as warrants a fixed amount of € 5.800,00 for each offer completed plus, in the case of offer with a value in excess of € 500.000, of 1,18563% of the value of each offer completed. The maximum fee for each offering shall be € 2.500.000;
c) public offering of financial products (other than securities) issued continually and repeatedly by banks under Article 34-ter.4 of Consob Regulation no. 11971/1999, a fixed amount of € 910,00 for each offer completed (simplified prospectus);
d) public offerings and public offers to buy or exchange, a fixed amount of € 5.800,00 for each offer/offering completed plus, in the case of offers/offerings with a value in excess of € 13.000.000, 0,04335% of the excess value. The maximum fee for each offer/offering shall be € 2.500.000.
5/4 offers to the public provide by subparagraph l4) of Resolution no. 19460 of December 16, 2015: admission to trading on a regulated market of financial instruments, following the publication of the prospectus (or base prospectus), for each admission not following or relating to an offer to the public, to a fixed amount of € 5.800,00 for eachadmission to trading or for each definitive condition of the offer;
5/5 offers to the public provide by subparagraph l5) of Resolution no. 19460 of December 16, 2015: admission to listing of financial instruments following a merger or spin – off provided by a document made available by Consob containing information which is regarded as being equivalent to that of the prospectus, a fixed amount of € 3.500,00 for each admission.
6. For the purpose of determining the fees for the offers/offerings referred to in points 5/3, subparagraph d), the value thereof shall mean the value of the offer/offering to the public in Italy. The calculation of such value shall be based on the final price of the financial product shown in the prospectus or information document and the amount actually placed or acquired. In the case of public offers to exchange securities, the value of the operation shall be determined on the basis of the value of the securities actually acquired. In the case of public offerings of commercial paper or other financial products issued on the basis of annual programmes, the fee shall be calculated with reference to the total value actually placed with a cap equal to the total value envisaged by the issue programme and shown in the prospectus or information document. From 2014 fiscal year shall be exempt from the payment of the annual fee public offering of financial products made in relation with the admission to listing, if there are the following requirements: net annual turnover, of the last fiscal year shown by the prospectus, no more than € 300 million; public subscription offer for which the total placed it is not less than 30%.
7. The fees payable by the persons referred to in Article 1.m) of Resolution 19460 of December 16, 2015, shall be equal to 9,11% of the revenues for performing audit assignment on the individual financial statements and consolidated financial statements, conferred according to Part IV, Title III, Chapter II, Section VI, of Legislative Decree no. 58/1998 and articles 16.1 and 43.2 of Legislative Decree no. 39/2010.
8. The fees payable by the persons referred to in Article 1.r) of Resolution 19460 of December 16, 2015, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:
a) less than 100 financial instruments traded (or negotiated): € 21.500,00;
b) from no. 101 to no. 1.000 financial instruments traded (or negotiated): € 52.440,00;
c) from no. 1.001 to no. 3.000 financial instruments traded (or negotiated): € 79.080,00;
d) from no. 3.001 to no. 5.000 financial instruments traded (or negotiated): € 106.200,00;
e) more than no. 5.001 financial instruments traded (or negotiated): € 139.500,00.
9. The fees payable by the persons referred to in Article 1.s) of Resolution 19460 of December 16, 2015, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:
a) less than no. 100 financial instruments traded (or negotiated): € 8.610,00;
b) from no. 101 to no. 200 financial instruments traded (or negotiated): € 14.700,00;
c) from no. 201 to no. 400 financial instruments traded (or negotiated): € 20.160,00;
d) more than no. 400 financial instruments traded (or negotiated): € 25.935,00.
10. The fees payable by the persons referred to in Article 1.v) of Resolution 19460 of December 16, 2015, shall be determined as a fixed amount of € 1.950,00 for according on the issuers included in the dissemination of regulated disclosures system (SDIR) or in the storage devise services system for regulatory information on 2 January 2016, as follows:
a) from no. 1 to no. 100 issuer members: € 6.000,00;
b) from no. 101 to no. 200 issuer members: € 8.000,00;
c) more than no. 100 issuer members: € 10.000,00.
Article 2
Final provisions
1. This resolution shall be published in the Gazzetta Ufficiale della Repubblica Italiana(4) and Consob's Bulletin.
Rome, 16 December 2015
THE CHAIRMAN
Giuseppe Vegas
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Footnote:
1. Given effect by a decree issued by the Prime Minister on January 13, 2016.
2. Denomination amended by resolution no. 19548 of 17.3.2016 which replaced the words: "financial salemen" with the words "financial advisors authorised to make off-premises offer".
3. Denomination amended by resolution no. 19548 of 17.3.2016 which replaced the words: "Body of financial salemen" with the words "Body of financial advisors".
4. Published in the Official Gazette no. 22 of 28.01.2016. Resolution no. 19461 of 16.12.2015 was modified by resolution no. 19548 of 17.3.2016, published in the Official Gazette n. 69 of 23 March 2016 and in CONSOB Bulletin Fortnight. 3.2, March 2016; into force from the day following its publication in G.U.