Italy: Cross-Border Distribution Of Units Or Shares Of Collective Investment Undertakings: Recent Amendments To The Issuers' Regulation

As a result of the consultation procedure and in implementation of the so-called CBDF Package (Cross-border fund distribution package, i.e. the Directive (EU) 2019/1160 and  Regulation (EU) 2019/1156) on the cross-border distribution of units or shares of collective investment undertakings (UCIs), through Resolution No. 22437 of 6 September 2022, Consob has amended the Issuers' Regulation (Consob Resolution No. 11971 of 14 May 1999, the so-called Issuers' Regulation).

The amendments also implement the new pre-contractual disclosure requirements set forth in Regulation (EU) 2019/2088 (dealing with sustainability-related disclosure in the financial services sector, Sustainable Finance Disclosure Regulation, so-called SFDR) and Regulation (EU) 2020/852 (Taxonomy Regulation) for UCIs' managers.

Among the main changes regarding the cross-border distribution, the new provisions regulate:

– the local facilities, i.e. the facilities for retail investors which must be made available in Italy in the event of distribution in our country of units or shares of EU UCITS (Undertakings for Collective Investment in Transferable Securities), EU AIFs (Alternative Investment Funds) by Italian managers, or EU AIFMs (Alternative Investment Fund Managers), as well as Italian AIFs by EU AIFMs;

– the termination of marketing in Italy and in a Host Member State, in the indicated cases;

– the pre-marketing of reserved AIFs;

– marketing communications in the public offering of UCIs, since the guidelines provided by the CBDF Regulation, as well as the Guidelines on marketing communications under the Regulation on cross-border distribution of funds of 27 May 2021 (ESMA34-45-1244) shall apply.

With regard to the new pre-contractual disclosure requirements, it is envisaged that these are to be provided by UCITS and AIF managers in the prospectus or, in the case of AIFs that are not subject to the prospectus requirements, in the offering document, or in an annex thereto. The new pre-contractual disclosure requirements will be applicable consistently with the dates indicated in the SFDR and the Taxonomy Regulation.

The abovementioned amendments have been published in the Official Gazette No. 215 of September 14, 2022, and they come into effect on the 20th day following the date of publication.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.