Informative prospectus Consob is a document used by parties seeking public investors, which must be prepared complying to the models established by the Consob (Commissione Nazionale per le Società e la Borsa) and must also be verified by the latter for the adequacy of the information guaranteed to the public by the regulation.
Regarding the content, it must contain all the necessary information which allow investors to make well-founded judgments on the characteristics of the financial instruments offered and on the asset, economic and financial situation and on the evolution of the activity of the person who issued them.
The Consob, which may request changes and integrations during the examination, at the end can grant the authorization, thus allowing the start of the public offering operations. The failure to issue the authorization is equivalent to a ban on the operations.
The authorized prospectus will be deposited at the Consob which, upon request, may also issue a copy.
The public offering of financial products is to be understood, therefore, as an appeal to the public savings for the subscription of newly issued financial products or for the purchase of financial products already issued by investors / savers public.
Those who intend to make a public offering of financial products are required to notify the Consob in advance and cannot operate without the publication of the prospectus.
Informative prospectus consob: the new European prospectus regulation
From 21 July 2019, the new European Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) was also introduced in Italy concerning the Consob prospectus to be published for the public offering or admission to securities trading on a regulated market.
The new European regulation fully enters into the process implemented by the European Union to ensure greater uniformity of the rules applicable in the various Member States with regard to the simplification and optimization of the provisions and procedures that companies and SMEs must apply when drafting the prospectus. In addition, there has been a simplification of the approval and distribution procedures of the prospectus publication when securities are issued for public offering.
The primary purpose of the European legislator was to make the prospectus a clearer and easy-to-read document in order to make it an information tool which is concretely relevant for the investment decisions of potential investors.
The regulation makes the prospectus publication mandatory for capital raising over EUR 8,000,000 while leaving each Member State the choice to provide for an exemption from the obligation in the case of securities issuing with a total value below this figure (calculated over a period of twelve months), only if the so-called passport scheme is not used.
The main changes introduced by the Prospectus Regulation can be catalogued as follows:
- introduction of criteria for the preparation of risk factors. According to the new European standards, the risk factors included in the prospectus must relate to the most significant and specific risks to the issuer and his securities and must be supported by the content of the prospectus;
- application of the simplified format;
- EU Passporting Prospectus, or the passport of the registration document to other Member States, as part of a prospectus approved by a different competent authority.
Informative prospectus consob: law and regulations for drafting the Consob prospectus
The Consob, with the resolution No. 21016/2019 approved the amendments to the Issuers Regulation to adapt to the provisions of Regulation (EU) 2017/1129.
The source cited relates to the regulation of the content and the process of approval and publication of the Consob prospectus.
The most important changes introduced by the Consob are the following:
- repeal of the incompatible or repetitive provisions with respect to the Prospectus Regulation;
- separate discipline for securities and other non-securities financial products;
- simplification of the schedules relating to the application sent to the Consob for the prospectus approval;
- reduction of the maximum duration of the investigation on the prospectus;
- adjustment of the provisions relating to the supervisory powers of the Consob;
- coordination of the exemption rules with respect to the provisions of the Prospectus Regulation.
To further integrate the regulatory framework on the matter, on 29 March 2019,pursuant to art. 16 ("Risk Factors") of the Prospectus Regulation, the European Securities and Markets Authority (ESMA) published on its website the ESMA Guidelines on risk factors under the Prospectus Regulation concerning risk factors.
The Consob, calling the attention with its No. 4/2019, informed market operators of the imminent need to comply with the ESMA guidelines on risk factors when drawing up the information prospectuses.
The guidelines encourage adequate, targeted and more optimized information on risk factors, in an easy-to-analyze, concise and understandable form.
Do you need more information about the Consob prospectus? Do you need assistance for the drafting?
The Arnone & Sicomo Law Firm offers assistance to those who intend to offer financial products or services to the public investors. We help our customers to draw up the Consob prospectus in compliance with the most current European legislations and with the principles dictated by the Consob regarding the offer of financial products to the public.
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.