IT - new rules about transparency and declaration of intentions in Italy


On 9 April 2020, Consob has adopted two measures which, in the context of the new powers given to the Authority by the "Business Decree", provide for a regime of enhanced transparency as regards both the obligation to disclose significant shareholdings in specific Italian companies listed on the Stock Exchange and the "declaration of intentions" in the event of the acquisition of investments in listed companies, as required by the so-called "anti-invasion rule".

Consob thereby applied the powers introduced by Article 17 of the "Business Decree" (Law Decree No 23 of 8 April 2020).

Both the aforementioned measures will be in force for three months (unless early revocation) starting tomorrow, 11 April, until next 11 July, to 104 companies listed in Italy  which have been identified by the criterion of shareholder diffusion.

In particular, as regards the changes in the significant shareholdings, Consob has lowered, for the said 104 companies, the thresholds triggering the disclosure obligation to Consob by investors, bringing them, correspondingly, from 3% to 1% for "non-SMEs" business subjects and from 5% to 3% for SMEs.

As regards, moreover, the enhanced transparency requirements regarding the "declarations of intentions", that is the obligation on investors to disclose, upon exceeding a specific threshold, their investment objectives with relation to the period of the following six months, Consob made use of the option, provided by the "Business Decree", of lowering the threshold from 10% to 5%.

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