The development of a well organized bond market depends on the controls guaranteeing the stability and correct functioning of the competitive mechanisms, the transparency of the determination of the prices and the protection of the saver-investor, among other things.
Article 129 of Legislative Decree No. 385 of September 1 1993, as amended by Article 64, paragraph 21 of Legislative Decree No. 415 of July 23 1996, and the implementation rules of the Bank of Italy set out that bond issues and offers in Italy of foreign bonds must be communicated to the Bank of Italy.
Three different procedures are provided for depending on the size of the offer and the characteristics of the securities:
- an ordinary communication must be given to the Bank of Italy for foreign securities not complying with the prerequisites below 20 to 30 days before the first date of the transaction, which may be 20 days after the receipt of the communication by the Bank of Italy;
- intermediaries belonging to foreign securities markets and authorized to act in Italy may use the cumulative communication to the Bank of Italy if the value of each transaction does not exceed L300 billion (US$170.8 million; or L500 billion, for securities issued by international organizations), and specific requirements relating to the denomination and maturity of the securities and the characteristics of the issuer are complied with;
- a five day prior communication is sufficient for securities issued or secured by qualified entities whose characteristics have been communicated through the ordinary procedure in relation to a transaction already implemented by the same entity, or whose characteristics have already been notified through ordinary notices, provided that the amount of each issue does not exceed L300 billion (or L500 billion for securities issued by international organizations).
A communication after the offer is required on a monthly basis for intermediaries not resident in Italy (or for issues or offers of securities exempted from communication requirements), for the issuer (in case of securities different from shares) or for each intermediary to the placement (in case of shares).
The Bank of Italy may prohibit or postpone the issue or offer of the foreign securities in relation to bond issues, if the market is over-burdened or the characteristics and financial conditions of the issue require, to protect the the market.
In the event of a placement to institutional investors, a prior notice must be given to CONSOB and, after the placement, the names of the institutional investors purchasing the securities must also be communicated.
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