Regulation No. 13086 of April 18 2001 of the Commissione Nazionale delle Società e della Borsa (CONSOB) has amended Regulation No. 11971 of May 14 1999. The aim of the amendment is to provide an alternative instrument for listing admissions of programmes for covered warrants with the clear benefit of simplifying listing procedures.
The drafting of programmes for covered warrants under the new procedures would offer the advantage of making it possible to apply for and be authorized to make such issues in advance, obtaining a single anticipated approval from CONSOB. Programmes consist of several integrative notes, one for each single group of products to be issued.
Furthermore, it is now permissible to communicate at a later stage (ie within a day of each issue) such information that the issuer is not able to provide at the time of the drafting of the programme. This is done through the filing of an integrative notice (the avviso integrativo) and is not subject to any specific authorization by CONSOB.
CONSOB is required to give its approval to the prospectus for the programme within 60 days of receipt of the relevant filing by CONSOB.
On July 2 2001 instructions were implemented by Borsa Italiana introducing procedural clarifications for listing admissions of warrants issued under programmes. According to these instructions, detailed documentation is to be supplied by the issuer each time warrants issued under the programme for covered warrants are to be listed on Borsa Italiana.
The documentation required for listing admissions may be summarized as follows:
- copy of the resolution of the competent body approving the prospectus of the programme;
- statement of the issuer confirming that the covered warrants are negotiable;
- copy of the communication to Banca d'Italia, when required pursuant to Legislative Decree No. 385 of September 1 1993;
- confirmation of settlement procedures through Monte Titoli;
- the avviso integrativo;
- copy of the covered warrants' terms and conditions;
- summary of covered warrants' characteristics;
- declaration that the communication of the issuer of the underlying asset was sent; and
- in the case of covered warrants governed by a foreign law, a statement by the issuer, supported by a legal opinion, confirming that: (i) such financial instruments to be admitted to listing are compliant with the relevant laws and regulations; and (ii) there is no impediment to the exercise of the rights pertaining to such financial instruments.