On 17 March, 2020, The Italian Market Authority (Commissione Nazionale per le Società e la Borsa, “CONSOB”) adopted Resolution No. 21304 (the “Resolution”), which lowers the minimum threshold for the disclosure of significant shareholdings in certain listed companies included in the Annex to the Resolution.
The Resolution became effective as of March 18, 2020.
Under Article 120, paragraph 2 of Legislative decree No. 58 dated February 24, 1998, as amended (the Consolidated Financial Act, or “CFA”), shareholders must notify the issuer and CONSOB if their shareholding exceeds or falls below 3% (5% if the issuer is a SME) of the issuer’s voting share capital. However, pursuant to Article 120, paragraph 2-bis of the CFA, CONSOB may, for a limited period of time, impose thresholds lower than those indicated in paragraph 2 for companies with a high current market value and a particularly dispersed shareholding.
In light of the above, and pursuant to the Resolution, for a period of three months from the effective date, the minimum thresholds for disclosure are lowered from:
- 3% to 1% of the voting share capital for the issuers listed in Annex A; and
- 5% to 3% for the SMEs listed in Annex B.
These measures have been adopted to ensure the protection of investors and ensure efficiency and transparency in the market and in the ownership structure of listed companies, particularly as the price of shares continue to drop amid the COVID-19 outbreak.
Furthermore, as of March 18, 2020, anyone holding a stake in the issuers listed in Annex A or B above the new minimum thresholds of 1% and 3% (and below the previous thresholds of 3% and 5%) must disclose to the issuer and CONSOB within 10 business days (i.e., by April 1, 2020).
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