End of Enhanced Reporting Requirements for Italian Listed Issuers

Latham & Watkins LLPItalian Securities Commission returns to ordinary reporting requirements for listed issuers.

The Italian Securities Commission (CONSOB), by press release dated April 12, 2021, announced its decision to end the more stringent reporting requirements originally introduced on April 9, 2020, as a response to the impact of the COVID-19 pandemic on financial markets. While the more stringent requirements were renewed in three month increments, they will not be renewed after April 13, 2021. Starting April 14, investors will be required to comply with the pre-pandemic reporting requirements.

The temporary reporting requirements imposed an enhanced transparency regime on the disclosure obligations relating to significant shareholdings and to the investment objectives in certain listed companies with high capitalization and a broad shareholder base. These temporary rules provided for disclosure thresholds lower than those set forth in the ordinary reporting requirements.

The return to ordinary reporting requirements that take effect April 14 require investors to disclose changes relating to significant shareholdings in certain Italian-listed companies, including: (i) when the 3% threshold is exceeded (as opposed to the temporary 1% threshold) for medium to high capitalization companies, that qualify as non-small or medium sized enterprises (SMEs), and (ii) when the 5% threshold is exceeded (as opposed to the temporary 3% threshold) for low capitalization companies, that qualify as SMEs. The disclosure obligations relating to the other thresholds provided for by the reporting requirements rules remain unchanged.

Regarding the transparency on declarations of investment objectives, from April 14, the disclosure obligation will be triggered when the ordinary 10% threshold is exceeded (as opposed to the temporary 5% threshold).

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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