As part of the changes to the capital markets in the EU, the rules that apply to public securities offerings on the EU regulated markets are about to change. From July 1 2005, Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading (and amending Directive 2001/34/EC) will enter into force.
The Directive states that member states must comply with the Directive no later than July 1 2005, so Italy (like other member states) has drafted a Bill of Law (3328 of March 3 2005) aimed at introducing the enactment provisions. The Bill empowers the Italian government to approve the relevant enactment provisions, by means of a legislative decree to be adopted within two years from the time the Bill becomes law.
The government is also authorized to adopt further legislative decrees as necessary to amend and/or supplement the provisions of the legislative decree within 18 months of its entry into force, including amendments to the Italian Consolidated Financial Act as necessary for the correct and integral enactment of the Directive into Italian law.
The Bill does not mention or re-list all the provisions of the Directive but simply asks the government to enact the Directive in its entirety except for some specific rules on which detailed guidelines are provided.
The Bill designates Consob (the Italian Commission for Companies and the Stock Exchange) as the administrative authority responsible for carrying out the obligations set out in the Directive and for ensuring that the provisions adopted pursuant to the Directive are applied.
The Bill also requires that the government, among other things: a) adapt the existing rules on official secrets to be consistent with those set out in the Directive; b) identify the kinds of offers that are not under the obligation of publishing a prospectus and the conditions upon which the placement of securities through intermediaries or subsequent re-sale of securities offered to the public are similarly exempt; c) provide for the appropriate regulation on civil liability for information included in the prospectus; d) avail of the faculty provided for in the Directive to allow Consob to delegate tasks to market management companies in compliance with the Directive; e) as provided in the Directive and subject to cases where the Directive is not applicable to credit institutions, postpone the obligation to publish a prospectus for offers of debt securities or other transferable securities equivalent to debt securities issued in a continuous or repeated manner by credit institutions.
It is likely that the Bill will be converted into law before July 1 2005 as requested in the Directive. Once the Bill is converted into law, further action will be required both by the Italian government and by the relevant regulatory and supervisory authorities (especially Consob) to have the enactment provisions in place and full compliance with the Directive granted. As such, the Italian legislative framework concerning the enactment of the Directive is still quite undefined and a more detailed analysis will be possible only once all legislative and regulatory steps are taken.