ITALY: CONSOB Amends Disclosure Requirements on Major Shareholdings

Tuesday April 14 2020

On the 10th April 2020, the Italian Securities Commission (CONSOB) announced it had adopted two measures – Resolutions n. 21326 of  9 April 2020 and n. 21327 of 9 April 2020. Both the aforementioned measures will be in force for three months (unless early revocation) starting 11 April until 11 July.

Listed companies under legal control, that is those companies where a shareholder holding 50% of the capital plus at least one share is present, remain outside the range of the aforementioned provision.

Consob has lowered the thresholds triggering the disclosure obligation for 104 companies listed in Italy by:

• 3% to 1% for “non-SMEs” business subjects
• 5% to 3% for SMEs

The new resolutions repeal the previous Resolution of 17 March (Resolution n. 21304, only in italian) which had introduced a similar obligation in relation to 48 listed companies, which had been identified according to the double criterion set by the Consolidated Law on Finance.

Consob has enhanced transparency requirements regarding the “declarations of intentions”, that is the obligation on investors to disclose, upon exceeding a specific threshold, their investment objectives with relation to the period of the following six months provided by the “Business Decree”, of lowering the threshold from 10% to 5%.

Further thresholds of 10%, 20% and 25% remain unchanged.

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