[Last updated: 1 January 2024, unless otherwise noted]
The applicant company must prepare a prospectus. The CONSOB will review the draft prospectus, provide detailed comments and raise points for clarification.
On 16 May 2017, the European Council adopted new rules on prospectuses for the offering and listing of securities (the Prospectus Regulation) which replaced the former prospectus rules under Directive 2003/71/EC. The new rules are aimed at lowering the regulatory hurdles that companies face when issuing equity and debt securities and intend to simplify administrative obligations related to the publication of prospectuses while ensuring that investors are well informed. Although the Prospectus Regulation is binding in its entirety and directly applicable in all Member States, certain of its provisions will need to be implemented by Italian national law. Such laws that, as of the date of this summary, are still pending approval.
The Prospectus Regulation is supported by secondary legislation such as Commission Delegated Regulation (EU) 2019/980 that provides the format and content of the different sorts of prospectuses and repeals former Commission Regulation (EC) No 809/2004.
In particular, the prospectus must include:
- Details of the persons responsible for the prospectus.
- Details of the statutory auditors.
- Risk factors relating to the company and its industry.
- General information about the company.
- A business overview, covering the company's operations, principal activities, significant new products and services and principal markets, important developments, its strategy and objectives, the dependency on intellectual property, and its investments.
- Organizational structure.
- A description in narrative form of the company's financial condition, changes in financial condition and results of the operations for the periods covered by the financial statements and any significant factors affecting its operating results (Operating and financial review).
- Capital resources.
- Regulatory environment.
- Trend information.
- Details of the company's management and supervisory bodies.
- Management remuneration and benefits.
- Board practices.
- Number of employees and their share options.
- Major shareholders.
- Recent related party transactions.
- Dividend policy.
- Legal and arbitration proceedings.
- Details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information.
- A summary of material contracts.
- In addition, information on the securities must be given that includes:
- A statement that the issuer has sufficient working capital.
- A statement on the issuer's capitalization and indebtedness.
- A description of any interest including a material conflict of interest of the persons
involved in the offering. - Reasons for the offer and use of proceeds.
- Information concerning the securities to be offered/admitted to trading.
- Terms and conditions of the offer.
- Admission to trading and dealing arrangements.
- Information on any selling securities holder.
- A statement on dilution
In addition, the prospectus should also include audited historical financial information for the latest three financial years together with the audit reports. For an issuer incorporated in an EEA member state, such financial information should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the financial information should be prepared either under IFRS or under GAAP that have been internationally accepted (US, Canadian, Chinese, South Korean and Japanese GAAP have been deemed equivalent to IFRS by the European Commission). Any quarterly or half-year financial information that the company has published since the date of the last audited financial statements must also be included together with any audit or review report with respect thereto.
Any prospectus must contain a prospectus summary and the format of the summary has changed
substantially under the Prospectus Regulation. Most importantly, its maximum length was shortened
to seven pages, and the maximum number of risk factors was limited to 15. Overall, the intent is to
make the summary more reader-friendly, also by using a "questions and answers" format.
For the purpose of admission to listing the company must submit an ad-hoc application to Borsa Italiana that must include, among other things, the draft prospectus. Borsa Italiana approves or rejects the listing application within two months from the day when the complete set of required documentation has been submitted. The admission decision remains subject to the filing with CONSOB of the prospectus (or to the publication in Italy of the prospectus duly approved by the competent authority of another EU member State) within six months. The admission is finalized when Borsa Italiana confirms the publication of the prospectus.
Typical process and timetable for a listing of a company on the EXM