CAPITAL MARKETS | Borsa Italiana updates its Regulations

On 13 February 2025, Borsa Italiana issued its Notice No. 6621 informing the market about amendments to 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 and Euronext MIV Milan Markets. In order to simplify the admission to listing procedure, a number of changes have been made in the following areas: (a) the conditions for the admission to listing of foreign issuers have been simplified under the new Articles 2.1.4 and 2.1.5 of the Rules, as the requirements for the securitisation system adopted by the issuer have been streamlined, and the obligation to provide a legal opinion confirming the foreign issuer’s declarations has been removed from Section IA.1.1 of the Instructions; (b) the provisions relating to the pro-forma financial information have been removed from the Rules considering that the regulation of pro-forma information is already contained in the legislation relating to the prospectus; (c) concerning the content of the requested comfort letter on the budget data, in order to simplify from an operational point of view the activities required of issuers as part of the listing process, it is eliminated the wording currently provided for in the Rules to certify that the budget data have been prepared by the issuer after a careful and thorough examination of the forecasts for the profits and losses and financial situation of the company and of the group it heads. The Rule in fact already provides, as an alternative to this formulation, for a reference to the best international reference standards; (d) the requirements relating to companies with control over companies established and regulated under the laws of non-EU countries and to financial companies with equity composed exclusively of equity investments are eliminated, as they are no longer provided for in Consob Regulation according to Law No 21 of 5 March 2024;  for alternatives investment funds applying for listing under Article 2.2.34 of the Rules, the only remaining listing requirement is the presence of a marketing authorisation in Italy, as the previous requirements relating to the balance sheet and the provision of the price and the methods for calculating the NAV (net asset value) have been deemed superfluous; and (f) the listing admission procedure under Articles 2.4.2, 2.4.3 and 2.4.4 of the Rules has been reviewed as (i) the maximum duration of the procedure will be decreased to 30 trading days (instead of 2 months), while maintaining the possibility of suspension to acquire additional documentation or information, (ii) the validity of the admission to listing decision is reduced to 60 trading days (instead of 3 months), which may be increased by an additional 60 days upon request by the issuer and subject to approval by Borsa Italiana, and (iii) as a result of the above changes, the fast-track listing process previously available for so-called “Certified Issuers”¹ has been eliminated. The changes entered into force on 24 February 2025.

Newsletter n. 105 – March 2025