CAPITAL MARKETS | Borsa Italiana updates its Regulations

On 11 October 2024, Borsa Italiana issued its Notice No. 42789 informing the market about the amendments of certain sections of the Rules of the Markets managed and organised by Borsa Italiana (the “Rules”) and the Instructions to the Rules (the “Instructions”) concerning, inter alia, the Euronext Milan Market and the MOT Market.

Amendments to the Euronext Milan Market regulation 

Fine-tuning changes to the Euronext Milan Market regulation are provided in relation to the procedure for admission to listing for an option offer pursuant to Article 2441 of the Italian Civil Code. In order to align certain provisions with actual market practice, (a) Borsa Italiana must be notified of the results of the rights offering as soon as they are available (prior to the amendment, this obligation was to be complied with by the tenth trading day following the end of the period for the exercise of pre-emptive rights) and (b) the financial instruments subscribed to entitled parties must be made available within the terms provided for by the regulations of the relevant centralised management system (prior to the amendment, the tenth trading day term referred to under letter (a) above was applicable).

Moreover, pursuant to the amendment, the minimum quantity of issued securities, if available, must be notified by means of the Notice of Commencement of Trading and not at the time of admission to listing.

Amendments to the MOT Market regulation 

1. The maximum duration of the process of admission under a programme has been reduced from 2 months to 30 trading days, though it will still be possible to interrupt the term if it is necessary to obtain additional documents or information.

2. The issuer shall be allowed to limit participation in the distribution securities to certain market participants admitted to trading. The issuer will be able to identify and select participants from the overall number of market participants admitted to trading by Borsa Italiana on the basis of the Rules.

3. Application forms (and streamlining of the documentation to be attached) has been revised in order to simplify both the preparation of applications for admission of financial instruments to the MOT market, and the documentation to be prepared for listing.

The rules for MOT Market operators under Article 3.3.1 of the Rules have also been amended, following the introduction of the possibility for such operators to accept orders for sale from non-professional entities in the case of instruments listed in the Professional Segment of the MOT Market[1].

The changes entered into force on 28 October 2024.

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Nota:

[1]A similar amendment is also provided for the MIV Milan Market – dedicated to the listing of investment vehicles and autonomous investment funds (so called “FIA”).

Newsletter n. 101 – November 2024