DIRECTIVE N.2010/73/EU AMENDING DIRECTIVE 2003/71/EC
OBLIGATION FOR FOREIGN ISSUERS OFFERING IN ITALY NON-EQUITY SECURITIES TO COMMUNICATE TO CONSOB AS COMPETENT AUTHORITY OF THE HOST MEMBER STATE THE FINAL TERMS CONCERNING THE OFFER
Article 1, paragraph 5), letter c) of Directive 2010/73/EU states that :"Where the final terms of the offer are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, filed with the competent authority of the home Member State and communicated, by the issuer, to the competent authority of the host Member State(s) when each public offer is made as soon as practicable and, if possible, in advance of the beginning of the public offer or admission to trading. […]".
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with such Directive by 1 July 2012 (1).
The provision under consideration has already been transposed in the Issuers Regulation by means of resolution n.18079 of 20.1.2012 that has amended, among other articles, art.6, subsection 3, of the same Regulation (2) . To this regard, Consob points out that the feedback statement, that preceded the mentioned resolution n.18079 of 20.1.2012, had already indicated the intention of Consob to issue defined guidelines to enable foreign issuers to electronic forwarding of the final terms concerning the offers of non-equity securities performed in Italy.
To this end, Consob has arranged a telematic procedure that allows issuers to directly transmit through the Internet site the documents required by the above-mentioned provisions.
In detail, from 1 July 2012 the telematic procedure is available on Consob's website (www.consob.it), following the track "Market partecipants", "For intermediaries", "Final Terms".
Consob specifies that communication means different from the above mentioned ones are not going to be processed.
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1. Cfr. art.3, Dir. 2010/73/EU, according to which "Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 1 July 2012 […]".
2. Art. 6, subsection 3, of the above-mentioned Regulation, amended by resolution n. 18241 of 9.5.2012, provides for that "Where the final terms of the offer are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, pursuant to article 33 of Regulation n. 809/2004/EC, filed with Consob and, where applicable, communicated, by the issuer, to the competent authority of the host Member State(s), for each public offer as soon as practicable, and, if possible, in advance of the beginning of the public offer,".
