Italy: Shares With Increased Voting Rights And Multiple Voting Rights: Implementation Of The New Rules Relating To Transparency Of The Ownership Structures And Tender Offer Rules Into The Regulation On Issuers
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
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