CONSOB approved the amendments to art. 34-ter, paragraph 1, lett. C) of the Issuers' Regulations relating to the threshold for exemption from the obligation to publish a prospectus for the public offering of securities
Further to the public consultation with the market CONSOB amended the issuers' regulation adopted with resolution no 11971 of May 14, 1999 (Issuers· Regulations) regarding the threshold for exemption from the obligation to publish an information prospectus in the event of an offer of securities
This change is due to the fact that the EU regulation 2017/1129 (Prospectus Regulation), from which Italian legislation derives, gives the Member States the discretion to exempt from the publication of a prospectus the offers with a value between 1 million euro and a highest limit, which can be set at a maximum of 8 million euro (in the previous directive, the maximum limit was set at 5 million euro)
With the resolution of 9 November 2018, n20686, CONSOB, by virtue of the powers granted to it by article 100, paragraph 1, letter c), of the TUF, amended, with effect from 20 November 2018, article 34ter, paragraph 1, letter c) of the Issuers' Regulation, increasing the exemption threshold from 5 to 8 million euro for all offers to the public of financial products made by issuers
Therefore the regulatory amendment makes it possible to take full advantage of the flexibility provided by the Prospectus regulation with a positive impact on reducing capital access costs for small and medium-sized enterprises
The same regulatory intervention has been transposed in Annex 3 of the Issuers' Regulation as provided for by Consob with Communication no 13028158 of 4 April 2013, with regard to the information that the issuer must provide during capital strengthening operations of an overall amount lower than the exemption threshold
Furthermore, with the same resolution, CONSOB extended the obligation to prepare the report of the issuer's management body on the proposal of a capital increase (as per article 72 paragraph 1-bis of the Issuers' Regulation) also to equity securities issuance carried out through a public offering for an amount of less than 8,000,000 euros exempt from the prospectus obligation pursuant to art 34-ter, paragraph 1, letter c), of the Issuers' Regulation.
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