[Newsflash n. 29]
On 13 April 2017, CONSOB published some clarifications, in the form of Q&As, to the Recommendation n. 0092492 of 18 October 2016 (“Recommendation”) on the distribution of financial instruments through a multilateral trading venue (see our Newsflash n. 15).
The Q&As are divided into three main sections and aim at better specifying:
- Scope of application
Financial instruments. CONSOB clarifies that the Recommendation applies to:
- All financial instruments issued after the adoption of the measures to comply with the Recommendation, which in any case should take place not later than 18 April 2017;
- Shares of issuers of financial instruments held to a considerable extent by the public;
- Non-UCITS collective investment undertakings.
Subjects. The authority confirms that the Recommendation does apply to non-Italian firms with a branch in Italy while investment services provided under the “free provision of services” regime remain outside the scope of the Recommendation.
In case of branches of non-Italian intermediaries acting as distributors without being also issuers of the financial instruments (“pure distributors”), CONSOB specifies that the direct listing should be considered anyway as the best distribution tool for investor protection purposes.
- Recommended models
The authority specifies that the placement schemes according to which only predetermined distributors can submit subscription orders for the issued financial instruments do not appear to be fully in line with all the Recommendation’s goals.
- Compliance with the Recommendation
CONSOB confirms the deadline of 18 April 2017 (six months from its publication) for intermediaries to adopt adequate measures in order to comply with the Recommendation. With regard to the duty to inform the Regulator of the relevant determinations (expected in the context of the periodical report to be sent to CONSOB before 31 March 2017), in case of measures approved after such date but still before 18 April 2017, intermediaries shall notify CONSOB within 30 days after their adoption.
The Q&As, in Italian language only, are available here.
Please do not hesitate to contact us, should you need any clarification on the above topics.
Contacts:
Vito Vittore
Senior Partner
Elena Pagnoni
Of counsel
Luigi Bonifacio
Associate
