Client Alert | Italy - New offering rules allow the use of an English language prospectus and shorten Consob’s review period

The Italian Securities Commission (Consob) has enacted rules that allow the use of an English language prospectus for IPOs and rights issues in Italy and shorten the prospectus review period. 

On August 1^st, Consob announced a new set rules aimed at simplifying securities offerings. These rules are expected to become effective in August 2022.¹

English language prospectus

Italian issuers will be permitted to use an English language prospectus for offerings of securities addressed to Italian investors and/or related listings on an Italian regulated market (i.e. IPOs and rights issues).

The past practice of preparing two different long form offering documents (i.e. the Italian language prospectus and the English language International Offering Circular) will no longer be required and Consob will comment on an English language document.

Italian issuers will still be required to publish an Italian language prospectus summary (“nota di sintesi”) in line with the practice of other EU Member States (e.g. France and Germany).

Prospectus approval process aligned to EU legislation

In addition, the prospectus approval process has been shortened through the elimination of the preliminary review for completeness, which is not required by EU legislation.² As a result, the Consob review process is now aligned to the timing set by the Prospectus Regulation. Consob will have a review period of no more than 10 business days from the submission of the initial draft prospectus (20 business days for first-time issuers). If Consob, after reviewing the initial draft, asks for additional information, Consob will have 10 business days from the submission of the revised prospectus to complete its review. 

Limitations on the use of prospectus pre-filing

Consob has also amended the rules with respect to pre-filings. Pre-filings now will be focused only on addressing material or complex financial or corporate scenarios relating to the offering and/or the listing such as the presentation of financial information for issuers with a complex financial history,³ preparation of pro-formas, profit forecasts or estimates and other material issues to be addressed with Consob preliminarily.

Conclusions

The new rules approved by Consob represent a significant simplification of the offering process and will make the prospectus approval process, particularly in the context of IPOs, faster and more efficient. 

_{¹ Publication of the new rules in the Italian Official Journal is currently pending.
² Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
³ A “complex financial history” arises whenever the accounts of an issuer do not provide a comprehensive picture to investors of the financial history.} 

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

_{© 2022 White & Case LLP}