The Italian regulator (Consob) with Resolution No. 16850 of 1 April 2009 has completed the implementation process of the Transparency Directive (Directive 2004/109/CE) by amending, inter alia, Consob Regulation no. 11971 dated 14 May 1999. The new rules shall be in force as of 24 April 2009. With particular reference to the disclosure of significant shareholdings, the main amendments introduced by the rules implementing the Transparency Directive concern the following:

  • Disclosure of relevant holdings.
  • Disclosure concerning transactions on own shares.
  • Holdings' calculation criteria.
  • Potential holdings' calculation criteria.
  • Exemptions to disclosure.
  • Aggregation criteria for major holdings.
  • Disclosure regarding shareholders' agreements.
  • The disclosure obligation is now triggered on exceeding the 2% threshold and on reaching or exceeding the percentage thresholds of 5, 10, 15, 20, 25, 30, 35, 40, 45, 50, 66.6, 75, 90 and 95. Disclosure is also required if an investment should fall below any of the aforementioned thresholds.

New rules have also been introduced on transparency of the holding of potential investments acquired directly or indirectly. Amongst other things, the amendments envisage completely separate rules for derivatives transparency from the disclosure of "actual" investments and the increase of significant thresholds, to which the 15%, 20% and 30% thresholds are added. It is also envisaged that positions with an opposite sign in the holding (i.e. both a put and a call option are present) are considered separately for disclosure purposes.

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