On 10 April 2020, ITA Consob issued enhanced substantial shareholding reporting obligations.
- Consob adopted two provisions for enhanced transparency regarding obligation to disclose substantial shareholdings for some Stock Exchange listed Italian companies.
- Also cover declaration of intentions acquisition of shareholdings in listed companies.
Resolutions 21326, 21327
- Resolution nos. 21326 and 21327, both Apr. 9, 2020, with Consob using powers introduced by article 17 business decree (Legislative Decree n. 23 of 8 April 2020).
- Both measures apply for three months (unless early revocation) from 11 April 2020 to 11 July 2020 for 104 listed companies in Italy identified according to spread of shareholder base.
- Regarding changes in substantial shareholdings for these 104 companies, thresholds that trigger the investors' obligation to communicate with Consob have been lowered.
- This brings them respectively from 3% to 1% for those firms referred to as non-SMEs and from 5% to 3% for SMEs, as identified in sections A and B of the list of companies.
- Resolution no 21304 of 17 March 2020, with similar obligation for 48 companies, is repealed.
- As the business decree, recognizes 'spread of share ownership' as sole criterion, leaving "high market value" decaying, scope of new obligation is therefore expanded.
- Regarding enhanced transparency on declarations of intentions, Consob has used the option provided by the "companies decree" to lower the threshold from 10% to 5%.
- Applies to the 104 companies; further thresholds of 10%, 20%, 25% are unchanged
- Also passed Resolution no 21320 7 April 2020 changes to issuer regulations (art. 122- ter) on exemption from the obligation to communicate the declaration of intentions.
- Exemption clauses provided by regulatory changes derived from provisions introduced in TUF in 2017 (anti-invasion rules), remain valid for new threshold reduced to 5%.