The Italian financial market still remembers December 2006, when article 129 of Legislative Decree no. 385 of 1 September 1993 (“TUB” – Consolidated Banking Act) was amended by repealing the pre-vetting power of the Bank of Italy on any sale and offering of financial products in Italy. Nine years later, the 129 is brought back to light with new requirements for market players. On 25 August 2015, at the end of a consultation period started in October 2013 (the Consultation), the Bank of Italy issued new rules on the reporting obligations in connection with the issue and offer of financial instruments in Italy (the Rules). The Rules, which will become applicable as from the 1st October 2016, have been introduced pursuant to the Bank of Italy’s powers – granted by article 129 – to collect information on a periodic basis about the financial instruments issued or offered in Italy. The objective of such statistical activity is to monitor the development of financial products and markets, and it is not intended to require a preliminary approval or to prohibit any such issue or offer. The information to be disclosed, which will be collected online through the Bank of Italy’s Infostat platform (the same tool to obtain the ISIN codes), is listed in Annex A to the Rules, which consists of 4 sections: In partial acceptance of the comments raised during the Consultation, Bank of Italy made some amendments to the document submitted to the Consultation: The timeframe of the reporting duties is quite convoluted and depends on the type of information to be reported and financial products involved. In particular: The reporting duty rests with issuers resident in Italy (or with the parent company having its place of establishment in Italy, if the issuer is not resident), who issue, offer or place financial instruments (even when governed by foreign law) either in Italy or abroad. If neither the issuer nor the parent company are established in Italy, the reporting duty is on the placing agent, if securities are offered to the public, or on the issuer, in the event of offering by the issuer without distributor, direct listing or private placement. The Rules provide for some exemptions from the reporting duties in relation to certain types of financial instruments and in the event of sales based upon reverse enquiry, which has been defined – for the first time in an official document – by the Rules and includes the restriction to subsequent reselling of the financial instruments. In the event of failure to comply with the above disclosure obligations, the administrative pecuniary sanctions up to a maximum of about 130,000 Euro shall apply. In light of the broad scope of application (not only to public offers but also direct listings and private placements) and of the level of detail required, it may reasonably be expected that Italian issuers and distributors as well as foreign issuers of financial instruments in the absence of a distributor or in case of direct listing or private placement in Italy will have to bear additional burdens in terms of compliance and disclosure. Please do not hesitate to contact us for any clarification you might require on the new rules or assistance in connection with the actual reporting activity. The text of the new Rules and the outcome of the Consultation are available, in Italian only, at the following websites: e Contacts: Vito Vittore Elena Pagnoni
Senior Partner
Of counsel
Bank of Italy implements article 129 of the Italian Banking Act
[Newsletter n. 1]
About the Author: Legália
