The Commission has launched a consultation with the market [only in Italian] on the proposed amendments to the Issuers' Regulation aimed at adapting to Directive (EU) 2021/2261 amending Directive 2009/65/EC (UCITS Directive) as regards the use of documents containing key information from the management companies of Undertakings for Collective Investment in Transferable Securities (UCITS) and to Regulation (EU) 2021/2259 amending Regulation (EU) no. 1286/2014 regarding the extension of the transitional regime for management companies, investment companies and persons who provide advice on the units of Undertakings for Collective Investment in Transferable Securities (UCITS) and non-UCITS or sell units of such products.

Based on the European reference framework, outlined by Directive (EU) 2021/2261 and by Regulation (EU) 2021/2259, from 1^st January 2023:

• for offers addressed to retail investors, the managers of open-ended UCITS and alternative investment funds (AIFs) prepare, in addition to the prospectus, the Key Information Document or KID, drafted in accordance with the European regulations on the subject of PRIIPs and are no longer required to draw up the Key Investor Information Document or KIID, required by the UCITS Directive;
• with reference to offers addressed to non-retail investors, the UCITS managers, in addition to the prospectus, must continue to draw up the KIID, pursuant to the UCITS Directive, unless they choose to draw up the KID.

The amendments to the Issuers' Regulation who are subject to consultation aim at adapting the secondary legislation to the European reference framework in the areas subject to Consob regulations.

The amendments mainly concern the following aspects of the regulations concerning the marketing of UCI units or shares:

a) the marketing of both Italian and EU UCITS;

b) the marketing of AIFs;

c) the prospectus for the offer and/or for the admission to trading of Italian UCITS and open-ended Italian and EU AIFs.

With regard to the provisions relating to the marketing of both Italian and EU UCITS, the amendments have the purpose, among other things, of:

• grant the manager the possibility of choosing, in the presence of an offer by Italian UCITS addressed to qualified investors, whether to draw up the KIID or the KID;
• support the regulations currently envisaged for the KIID with the appropriate references to the European legislation, directly applicable, relating to the content, publication, delivery, review and revision of the KID;
• provide that the obligation to communicate the offer documentation to Consob, before launching the offer, is understood to be fulfilled with the filing of the prospectus, the KID or the KIID;
• coordinate the regulations on the notification procedure envisaged for the offer in Italy of EU UCITS with the obligation to draw up the KID or with the possibility, in relation to offers to qualified investors, to draw up the KID in place of the KIID.

With regard to the AIFs, the amendments that are subject to consultation derive mainly from the circumstance that, in relation to the offers of AIFs open to retail investors, from 1^st January 2023, the obligation to draw up the KID will replace the obligation to prepare of the KIID. For offers of closed AIFs intended for retail investors, the managers are required to prepare the KID from 1^st January 2018.

With regard to the prospectus for the offer and / or for the admission to trading of Italian UCITS and Italian and EU open-ended AIFs, Annex 1B ("How to draw up the prospectus for the offer and/or for the admission to trading of UCITS and related schemes"), Scheme 1, was modified mainly in order to distinguish the information contained in Part II of the prospectus relating to the costs and expenses incurred by the fund/sub-fund, depending on whether it is prepared the KID or the KIID.

Finally, in the resolution amending the Issuers' Regulation, a transitional regime will be established for the new discipline applicable to the offers of UCITS and AIFs open on 1^st January 2023, the date from which the new provisions in line with the legislation will become applicable. European reference.

The observations to the consultation document must reach Consob by 7^th November 2022 online, through the Sipe (Integrated System for the External).

Consultation document