Italian Legislative Decree 51 of March 28 2007, implementing EU Directive 2003/71/EC, has introduced amendments to the regulation of financial markets contained in the Italian Financial Act.
Decree 51 has modified Article 100 of the Italian Financial Act, which sets out the exceptions to the scope of the regulation regarding public offerings.
The most relevant amendment affects the provision in Article 100(f), which originally stated that offerings of financial products (other than shares) issued by banks did not fall under the regulation of public offerings.
Consequently, banks were not obliged to publish a prospectus when issuing offers of financial products, subject to Consob's approval. To offer better protection to investors, this exemption was repealed by Law 262 of December 28 2005.
Article 100(f) now substantially goes back to the original rule and states that the provisions regarding public offerings no longer apply to offerings of financial products issued by banks.
So offerings made by banks on a continuous or repeated basis do not fall within the provisions on public offerings if the financial instruments: (i) are not convertible or exchangeable; (ii) do not confer the right to acquire different categories of financial instruments and are not linked to derivative instruments; (iii) give evidence of receipt of reimbursable deposits; and (iv) are covered by a system of guarantee for deposits under the provisions of the Italian Banking Act.
Also, banks' offerings of money market instruments that have a maturity of less than 12 months are excluded from the scope of the regulation on public offerings, according to Article 100(g) as introduced by Decree 51.