On 9 November 2018, the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") issued resolution No. 20686 (the "Resolution No. 20686") amending CONSOB Regulation No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Regulation on Issuers") in order to implement the EU Prospectus Regulation.
As of 21 July 2018, certain provisions of the Prospectus Regulation became directly applicable, in particular those requiring each country to determine the maximum threshold value for offerings exempted from the obligation to publish a prospectus relating to the financial instruments offered.
After the usual consultation process, CONSOB resolved to take advantage of the maximum threshold value allowed by Prospectus Regulation (i.e., €8 million, increased from €5 million) for offerings of the same issuer in a 12-month period, thus expanding the range of offerings that would benefit from the exemption to publish a prospectus.
CONSOB also introduced certain additional disclosure obligations for issuers that use this exemption, which must provide, inter alia, an estimation of the working capital, net of the proceeds of the transaction, as well as information relating to the funding required to meet the financial needs and the use of the proceeds.
CONSOB stated that this increase in the threshold should allow companies, especially those listed on SME growth markets, to raise more funding, while ensuring the same level of protection to investors as that provided under the previous rules, considering that (i) the increase is not relevant from a quantitative point of view; (ii) the European as well as the Italian provisions require that full disclosure must be made to investors; and (iii) CONSOB has the authority to supervise and sanction issuers also with respect to offerings benefitting from this exemption.
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