CONSOB extends the lower threshold for reporting duties concerning shareholding in Italian listed companies for another three-month period, until April 13, 2021
I The legal basis: the Italian Law Decree no 23 of 8 April 2020
The Law Decree no 23 of 8 April 2020 (“DL 23”), ratified (“converted”) by the Parliament into the Law no. 40 of 5 June 2020 amended the main Italian law on financial intermediation, i.e., the Legislative Decree no 58 of 1998 (“TUF”), in order to provide additional protection of the national economic system from the risk of hostile takeovers that may be facilitated by lower prices.
In this context, the DL 23 enhanced the powers of CONSOB to lower on a temporary basis the thresholds provided by the TUF in connection with the reporting of shareholding in companies listed on the Italian Exchange: following the changes introduced by DL 23, CONSOB now has the authority to lower these thresholds for the stocks of all the high free float (“HFF”) listed companies, and not only when the HFF is also accompanied by a “high market value”, as provided in the TUF before the changes introduced by the DL 23. HFF means a listed company without a shareholder with 50% of the shares with voting rights plus one.
In addition, the DL has lowered the thresholds for allowing CONSOB to require the information related to the “statements of the intentions” of the purchaser in the six months following the initial acquisition, to be disclosed when a holding in an Italian listed company is acquired: before the changes of the DL 23, the minimum threshold for triggering these duties was 10%, while the new threshold is 5%.
II The enhanced reporting duties required by CONSOB under the DL 23
CONSOB exercised the powers granted by DL 23 on a continuous basis by means of Resolutions (“Delibere”), each with a validity of three months.
Said Resolutions were issued for the first time on April 9, 2020 (see our newsletter no 2/2020), then renewed for additional three-month periods on July 8 and on October 7, 2020.
The last Resolution is the no. 21672 dated January 13, 2021 (see it in English in http://www.consob.it/web/consob-and-its-activities/news-in-detail/-/asset_publisher/kcxlUuOyjO9x/content/press-release-of-14-january-2021/718268 ), (hereinafter “Res 21672”) that extended the enhanced reporting duties until April 13, 2021 (unless earlier terminated).
In particular, by means of Res 21672:
A. CONSOB kept the 1% threshold (instead of 3%) for triggering the reporting duties for holdings in the (large-cap) HFF companies shown in a list prepared and updated by CONSOB, of which the last version of October 2020 is available in: http://www.consob.it/documents/46180/46181/det_40_2020.pdf/69f253d1-3e72-42f0-9b02-ae72f3d74d0f
B. CONSOB kept the 3% threshold (instead of 5%) for triggering the reporting duties for holdings in HFF “small and medium-sized companies” (“PMI”) – as defined in the TUF – listed in Annex B (“Allegato B”) to CONSOB Communication no 21326 of 2020, available on http://www.consob.it/web/area-pubblica/bollettino/documenti/bollettino2020/d21326.htm.
C. CONSOB kept the 5% threshold (instead of 10%) for the duty of transmission of the “statements of the intentions” of the purchaser of holdings in the companies appearing in the lists of points A and B above.
The other thresholds for reporting and information duties provided by the TUF and the second-level CONSOB rules remain unchanged.