[Newsflash n. 1]


On November 3rd 2015, CONSOB informed the market that CONSOB Regulation on Issuers has been amended by Resolution n. 19430 of 29 October 2015 (still to be published on the Italian Official Gazette).

The amendments – implementing in Italy the recent changes to article 5 of the Prospectus Directive (2003/71/EC) introduced by the Omnibus II Directive (2014/51/EU) – concern the obligation to communicate the final terms to the competent authority of the host Member State(s) and to ESMA. According to the Resolution, as of 1 January 2016 (when the amendments will become effective), in case of public offer or admission to trading in a Member State (“MS”) other than the home MS (so called offering or listing on a “pass-ported basis”), the final terms shall be communicated to the competent authority of such host MS by the competent authority of the home MS and no longer by the issuer.

The above mentioned change to the applicable regulation repeals a practical burden on issuers issuing securities under a pass-ported base prospectus, which in the future will have to file the final terms only with the competent authority of their home MS.


Please do not hesitate to contact us for any clarification you might require on the amendments or assistance in connection with the current filing activity.


The text of the Resolution is available, in Italian only, at the following link: Delibera n. 19430



Vito Vittore
Senior Partner

Elena Pagnoni
Of counsel

Luigi Bonifacio