We would like to inform that there are two important Italian developments on the listing of ETFs
- Abolition of the duty of producing the Listing Document in order to list ETFs on Borsa Italiana
- Express recognition by CONSOB of the possibility of actively marketing to retail investors in Italy ETFs not listed on Borsa Italiana but listed on another EU regulated market
Abolition of the Listing Document
Today, 7 October, CONSOB announced an important change consisting of the abolition of the obligation to produce and have approved by CONSOB itself the “Listing Document” (“LD”) to list an ETF on Borsa Italiana’s ETFplus market. To this end, CONSOB has approved an amendment to the Issuers’ Regulation No. 11971/1999 (“RE”), consisting in the elimination of the LD from the documents to be produced and made available in order to list ETFs in Italy.
In practical terms, this obligation will cease when the amendment to the RE will be published in the Official Gazette of Italy, on a date that cannot currently be predicted. When the amendments to the RE concerning the abolition of the LD obligation will come into force, it will no longer be necessary to produce a LD for new listings, and the approval procedures currently underway will cease by operation of law.
Consequently, almost all of the CONSOB leg of the ETF listing procedure in Italy is no longer required, with only the Borsa Italiana leg remaining. The latter consists of the submission of the Application for Listing accompanied by the usual documentation required by Borsa Italiana’s Instructions. As before, Borsa Italiana will issue the Admission to Listing and subsequently the Notice of Starting of Trades (Avviso di inizio negoziazioni). At this point, there will still be one CONSOB requirement to fulfil, consisting of the filing in the DEPROF system of the retail documents of the Prospectus, any Supplement and the KID in Italian for the newly listed ETF/class, accompanied by the entry in the DEPROF system of the details of the new sub-fund required by CONSOB. Such DEPRO filing must be done no later than the business day preceding the one of the start of the trades on Borsa Italiana.
Possibility of active marketing to retail investors in Italy of ETFs not listed on Borsa Italiana but listed on another EU regulated market
Through its Communication no. 0063776 of 25 June 2025, CONSOB expressly allowed the active marketing to Italian investors of ETFs not listed on Borsa Italiana, but listed on another EU regulated market.
This Communication has been issued by request of Borsa Italiana as a consequence of the fact that the recent unification of the order books for Euronext Milan, Euronext Paris and Euronext Amsterdam through the Euronext ETF Europe project should allow a broker of clients of Italy, France or Holland to choose to deal indifferently in one of these three venues. For completeness, given the EU principle of non-discrimination, the above facilitation will also allow funds listed on Xetra (Frankfurt), or Madrid, to approach Italian investors without listing on Borsa Italiana or any other venue of Euronext.
There are some conditions applicable to this facilitation: one, the relevant ETF has to be passported for professional marketing in Italy under article 93 of the UCITS Directive; (ii) if the ETF is also marketed to retail investors, the marketing materials have to comply with the EU (ESMA) and Italian requirements and be submitted to CONSOB (with the new procedure “DePub”), and (iii) always in case of retail offering, the prospectus with the supplement, if any, and the KID (in Italian) must be deposited with CONSOB with the DEPROF retail procedure, accompanied by the entry in the same DEPROF of the details of the new sub-fund as required by CONSOB.
As far as we are aware, this facilitation hasn’t been used yet by ETFs not listed on Borsa Italiana, since it will be necessary that CONSOB give some guidance on the investors’ facilities under the new article 92 of the UCITS Directive. Additionally, CONSOB should clarify whether also the ETFs listed on EU exchanges that (unlike Borsa Italiana) do not require a market maker can benefit of this facilitation.
STUDIO LEGALE CROCENZI E ASSOCIATI
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