Consob consultation launched on 14 February 2023 - CONSOB AND ITS ACTIVITIES
All linked documents are only available in the Italian language.
Consob has launched the consultation with the market on a proposal for a Communication with which it intends to provide indications aimed at regulating disclosure obligations of issuers with shares listed on regulated markets connected to the so-called transactions. of "non-standard POC" (i.e. single-investor reserved convertible bonds with the characteristics identified in the same Communication).
Furthermore, considering the similarities of the non-standard POCs with respect to the capital increase transactions reserved for a single investor called Stand-by Equity Distribution Agreement (“SEDA”) and Step-Up Equity Financing (“SEF”), already regulated by two previous Communications adopted by Consob in 2006 and 2008 (Communications nos. DME/6083801 of 20 October 2006 and DEM/DME/DSG/8065325 of 10 July 2008), the purpose of the Communication is also the carry out a wider intervention, aimed not only to regulate the new operations connected to the same non-standard POCs, but also to carry out a general systematization of the indications already given on the matter (providing further indications for the SEDAs, for the SEFs and for all other types of operations with similar characteristics such as, for example, those carried out through the allocation of warrants to a single investor).
Furthermore, considering that these operations (and, in particular, non-standard POCs) are also widespread among companies whose shares are traded on MTFs, the Communication also provides applicable indications to these cases. In any case, with a view to proportionality and not burdening the operators, in such events the information framework is differently adjusted with respect to that assumed for companies with shares listed on regulated markets (in particular, some information requirements are not imposed, but they are only recommended).
The new Communication therefore aims to replace the two previous Communications provided by Consob on the subject (which would consequently be repealed).
The comments on the consultation document must reach Consob by 1st March 2023 online, through the Sipe (Integrated System for External Services).