Italy – Regulatory Update – CONSOB allows prospectuses of securities in English

Simplification of the approval procedure for the prospectuses of securities under the “Prospectus Regulation” ((EU) 2017/1129) and possibility to submit to CONSOB prospectuses of securities in English

I         The CONSOB Resolution no. 22423 of 28 July 2022 (the “Resolution”)

By means of the Resolution, CONSOB simplified the procedure for the approval of prospectuses of financial products other than shares/units of collective investment schemes. Therefore, these changes mainly affect the “securities” (i.e., shares, bonds and equivalent financial instruments which are negotiable on the capital markets, except instruments of payment or money market instruments having a maturity of less than two months).

In particular, CONSOB modified the Regulation no. 11971 of 1999 on “Issuers” of financial instruments, as amended (the “Regolamento Emittenti”) as follows:

1. abolition of the preliminary check carried out by CONSOB of the completeness of the documentation, and thus the term for the approval of the prospectus runs from the submission of the documents, not from the declaration of completeness of the filing by CONSOB;
2. reduction of the documentation to be attached to draft prospectus;
3. option for the issuer and/or the offeror to submit to CONSOB, before the submission of the prospectus, matters of particular relevance relating to the public offer or admission to trading, in order to ease the analysis by CONSOB;

Finally, CONSOB introduced the option to draft the prospectus of “securities” (as above defined) in English; an Italian translation of the prospectus summary is still required for offers to be carried out entirely or partly in Italy, or when admission to trading on the Italian regulated market is requested.

Otherwise, the prospectuses of financial products other than “securities” to be approved by CONSOB continue to be in Italian.