Law Decree No. 91 of 24 June 2014, converted into law by Law No. 116 of 11 August 2014 (the "Law Decree 91"), amended the Legislative Decree No. 58 of 24 February 1998 (the "Italian Securities Act"), introducing a new set of rules relating to shares with increased voting rights and multiple-voting rights shares. As a consequence of such legislative innovation, CONSOB, the Italian securities regulator, adopted the resolution No. 19084 of 19 December 2014 (the "19 December Resolution"), aimed at implementing the changes introduced by Law Decree 91 into Regulation No. 11971 of 14 May 1999 (the "Regulation on Issuers"), in particular with respect to the transparency of the ownership structures and the tender offer legal framework.
Through the 19 December Resolution, CONSOB established that (i) "significant interest", pursuant to Article 120 of the Italian Securities Act and Article 117 et seqq. of the Regulation on Issuers, must be calculated taking into consideration the number of voting rights rather than the number of shares held; (ii) the communication of the overcoming of the 2% threshold in the share capital of a company (which is, otherwise, a "significant interest" required to be disclosed to CONSOB and to the relevant company) is exempted if such threshold is exceeded as a consequence of a "passive variation" (i.e., a variation due to changes in the share capital of the company or voting rights relating thereto); (iii) the calculation of the threshold relevant for the application of the mandatory tender offer rules must be based on the number of voting rights rather than the number of shares held; and (iv) the obligation to carry out a tender offer does not apply in case the relevant threshold has been exceeded by way of a "passive variation" (i.e., a variation due to a reduction of voting rights caused by the application of the rules on shares with increased voting rights or multiple voting rights shares), unless an interest higher than 30% has actually been acquired.
Moreover, CONSOB indicated the information that must be included in the list of shareholders of the companies intending to use shares with increased voting rights, such as identification data of the shareholders and number of shares with increased voting rights held by them. Such information must be updated on a monthly basis and must be held available for the shareholders who request to access them. If such information refers to "significant shareholders" (i.e., shareholders owning an interest higher than 2% in the share capital) the company must publish it on its website.
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