On 22 March 2017, the Italian securities and exchange commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") issued the resolution No. 19925 (the "Resolution No. 19925") approving the amendments to certain CONSOB regulations, and particularly to CONSOB Regulation No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Regulation on Issuers"), and to CONSOB Regulation No. 16191 of 29 October 2007, as subsequently amended and supplemented (the "Market Regulation"), to implement MAR, with a view to aligning domestic secondary legislation with relevant EU legislation.
In particular, pursuant to the newly introduced Article 144-bis.1 of the Regulation on Issuers, buy-back programs and purchase transactions for the stabilisation of securities do not represent market abuse, as long as they are carried out in accordance with Article 5 of MAR. Except for these cases, issuers shall inform the public and CONSOB in the form and manner provided in Annex 3F to the Regulation on Issuers when trading in treasury shares.
In addition, with respect to transactions carried out by managers or persons closely associated with them, pursuant to Article 19 of MAR, reporting obligations will be triggered upon exceeding the threshold of €20,000. The same threshold is set for transactions carried out by relevant shareholders of the issuer (i.e., shareholders holding more than 10% of the voting rights).
The Resolution No. 19925 also introduced Article 78-bis of the Regulation on Issuers on the transparency of certain issuers' resolutions (such as those approving the financial statements and dividend distributions), which shall be disclosed to the public, and amended Article 109 of the Regulation on Issuers, specifying the manner in which information on relevant events and circumstances shall be disclosed.
In connection thereto, with notice No. 11445 of 1 June 2017, Borsa Italiana reviewed the regulatory framework for model price-sensitive press releases setting out the minimum content and the manner of presenting such information.
Also, with the introduction of Article 109-ter of the Regulation on Issuers, the Resolution No. 19925 introduced the possibility for issuers to delay disclosure to the public of information on relevant events and circumstances in order not to prejudice their legitimate interests, subject to specific conditions. In particular, issuers shall give notice to CONSOB of the delay and of related circumstances immediately after the disclosure of the information to the public (and not, as alternatively provided in MAR, upon request of the competent authority).
Finally, with respect to the Market Regulation, the Resolution No. 19925 replaced Articles 40 and 43 of such Regulation on market practice and market manipulation, respectively, with direct references to the relevant provisions of MAR.
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