[Last updated: 1 January 2024, unless otherwise noted]
Companies seeking a listing on Borsa Italiana's main market (Euronext Milan or the EXM) must meet the following requirements:
- Foreseeable market capitalization of at least €40 million (approx. US$44.20 million).
- The company must conduct a business which is able to generate profit.
Besides the ordinary segment, the EXM includes the Euronext STAR Milan segment, or STAR.
The STAR listing segment imposes higher compliance and disclosure requirements. In particular, a company listed on the STAR segment must satisfy certain additional transparency and disclosure requirements, a minimum free float of 35% must be satisfied, and must comply with certain additional corporate governance requirements.
[Last updated: 1 January 2024, unless otherwise noted]
Share price. There is no minimum closing or offering price for shares to be listed.
Free Float, Distribution. To list its securities, a company must have a minimum free float of 25%. For those companies listed on the Euronext STAR Milan segment, the minimum free float is 35%.
Accounting standards. For a company incorporated in a EEA member state, the accounts should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the accounts should be prepared either under IFRS or GAAP that have been internationally accepted (US, Canadian, Chinese, South Korean and Japanese GAAP have been deemed equivalent to IFRS by the European Commission).
Financial statements. The prospectus must generally include historical financial information for the last three financial years (which must be audited) together with the audit report for each financial year. Pro-forma financial information must be prepared under certain circumstances.
Operating history. Typically, an operating history of three years is required.
Management continuity. No specific period of continuity of management is generally required.
Cross-listing. Where the shares of the company are already listed on another EU or non-EU regulated market, Borsa Italiana may waive, to a very limited extent, its requirements.
[Last updated: 1 January 2024, unless otherwise noted]
Listing involves the Commissione Nazionale per le Società e la Borsa (CONSOB) reviewing and approving the prospectus. Borsa Italiana admits the shares to trading. The following is a fairly typical process and timetable for a listing of a foreign issuer on the EXM of Borsa Italiana.
[Last updated: 1 January 2024, unless otherwise noted]
A company listed on the Euronext STAR Milan segment must:
- Have a market capitalization, actual or foreseeable, of the shares ranging between €40 million and €1 billion (approximately US$44.20 million and US$1.11 billion).
- Have a minimum free float of 35%.
- Involve a "specialist" who acts as market maker for the shares.
- Disclose information on its website both in English and Italian.
- Publish its semi-annual report within 75 days from the end of the period and the annual report within 90 days from the end of the financial year.
- Involve an investor relator.
- Have independent directors in the board of directors.
- Have internal committees in the board of directors.
- Have a remuneration policy of the top management that is incentive.
Requirements for companies listed on the standard segment of the EXM are less strict.
[Last updated: 1 January 2024, unless otherwise noted]
A company seeking to list must pay both initial listing fees and annual fees to Borsa Italiana and CONSOB, generally calculated according to market capitalization. Initial fees to be paid to Borsa Italiana for a company not already listed on a foreign market are €250 (approx. US$276) for each €1 million (approx. US£1.11 million) of market capitalization, with a maximum of €1,000,000 (approx. US$1.11 million) and minimum of (i) €40,000 (approx. US$44,200) if the total market capitalization is equal to or below €1 billion (approx. US$1.11 billion) or (ii) €100,000 (approx. US$110,500) if the total market capitalization exceeds the €1 billion threshold. Fees may be different where the company is already listed on foreign markets.