On Jun. 18, 2025, ITA Consob published Res 23574 in gazette, set entry in force date.
The resolution of May 28, 2025 will enter into force on Jul. 18, 2025 (30 days after).
On Jul. 27, ITA Consob consulted on changes to issuers' regulation.
ITA Consob launched consultation with market on amendments to Issuers' Regulation.
To implement art 95 TUF regarding prospectuses for non-equity securities issuance.
Follows ITA GVT Mar. 2024 published Law 21 re capital markets reform, see #188623.
Context
Initiative is part of broader context and several interventions in recent times aimed, as a whole, at increasing the competitiveness of the Italian debt market.
Also tackling simplification and rationalization of rules on appeals to public savings.
Particular impetus provided by Green Paper on competitiveness of Italian financial markets in support of growth, published by Ministry of Economy, Finance in Mar. 2023.
The latter had proposals for regulatory revision, with the ultimate goal of encouraging development of Italian financial market and making it more competitive.
The proposals were then incorporated to parliamentary work that led to Law 21/2024.
I.e. interventions to support competitiveness of capital and delegation to Government for organic reform of provisions on capital markets.
Among points in Green Paper, there is also revision of rules on appeal to public savings with particular focus on approval procedure for prospectuses.
Need to speed up procedural times to make Italian capital market more attractive.
The rationale of intervention responds to need to simplify procedures and reduce the approval times for prospectuses, in line with key action of Strategic Plan 2022-2024.
Reference made to Guidelines for simplification of prospectuses, by Committee of Market Operators and Investors (set by Consob) published in Jul. 2023, #168528.
They aim to facilitate representation in simple and clear form of information contained in prospectuses and to standardize content and facilitate scrutiny by ITA Consob.
To define initiative, comparison with various market players, also made via ITA BRS, constituted useful stimulus for initiatives to simplify access to domestic debt market.
Key Aspects
Consultation focuses on amendments to Issuers Regulation on prospectuses relating to non-equity securities to ensure rapid authorization times for this type of prospectus.
It deemed appropriate to proceed with regulatory implementation of art 95.1e) TUF on internal organizational, decision-making procedures for adoption of final prospectus.
As such impacts on identification of person, among managerial staff, responsible for adopting prospectus final act of approval; defines objective scope of application.
Provides for exceptional cases in which responsibility for approving prospectus remains with Consob; establishes periodic information flows; more details on each provided.
Effectiveness
Comments on the document must be received online by Sep. 24, 2024, via SIPE.
Jun. 2025 Resolution Issued
On Jun. 12, 2025, ITA Consob announced amendments to the Issuers Regulation re prospectuses relating to non-equity securities (Resolution 23574 of May 28, 2025).
Changes ensure rapid authorisation times for this type of prospectus; new art 8-bis (Procedure for approving prospectus by personnel with managerial qualifications) with which: person, among staff with managerial qualifications, to whom competence for adopting final act of approval of prospectus is attributed identified.
Objective scope of application defined, limited to bond prospectuses only; exceptional cases identified when competence to approve prospectus remains with Consob.
Periodic information flows provided for regarding authorised prospectuses.
Re adoption of approval certificate in particular, art 8-bis specifies that in cases of approval of prospectus by Division Manager or Deputy Manager, the latter also adopts approval certificate provided for by art 25 of PRSP.
Explanatory report on the consultation esults and contributions received are published on the ITA Consob website, in the Regulation/Concluded Consultations section.
The resolution, published on ITA Consob website and in the official journal comes into force 30 days after date of publication in the official journal.
Jun. 2025 Official Publication
On Jun. 18, 2025, ITA Consob published Res 23574 in gazette, set entry in force date.
The resolution of May 28, 2025 will enter into force on Jul. 18, 2025 (30 days after).
Regulators
ITA Consob
Entity Types
B/D; Corp
Reference
OG 139, 25A03444, 6/18/2025; PR 6/12/2025; Res 23574, 5/28/2025; CP, PR, 7/26/2024; Issuers Reg; TUF
