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Italy

Novelties in the regulations on offering circulars for listing of securities

The new Unified Text of Rules on the Financial Markets adopted by the Italian Government by Legislative Decree No. 58 of February 24 1998 (Lgs. D. No. 58/98") and in particular Part IV, Title II, Paragraph I, concerning the solicitation of investments, referred to CONSOB the approval of specific rules applicable to issuers.

By resolution No. 11971 of May 14 1999 CONSOB approved the new rules (Resolution 11971). Resolution 11971 has repealed, among others, a previous CONSOB resolution expressly containing provisions for the drafting of offering circulars for the listing of securities on listed and restricted markets (Resolution No. 11125 of December 31 1997).

Resolution 11971 sets forth the content of offering circulars for listing of securities which need to be filed with CONSOB, together with the relevant request for admission to the listing, and the request for publication of the offering circular.

Issuers which have already published an offering circular for listing are allowed to use the same offering circular for any other further solicitation within the following 12 months, simply by updating and supplementing the information contained in it through an explanatory notesecurities only by drafting, for each specific solicitation of investments, a note, which supplements the document of information. with the details of the products which are the object of the new solicitation of investment.

Together with annual accounts or with semi-annual reports (or within the following 60 days) issuers can also prepare a document with information relating to them, which may be used as part of one or more subsequent offering circulars. This procedure enables issuers to list securities only by drafting, for each specific solicitation of investments, a note, which supplements the document of information.

The novelty of Regulation 11971 is that issuers may request the listing of notes and covered warrants issued within the frame of a programme. In this case the offering circular will have to contain a description of the programme.

Any new fact or inaccuracy of the offering circular which may affect the evaluation of securities detected between the date of the request of listing and the date of starting of negotiations will have to be represented in a supplement to the offering circular.

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