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Amendments to the Issuers' Regulation on cross-border distribution of investment undertakings – Results of the consultation (7 September 2022)

13 September 2022

A consultation aimed at amending CONSOB Regulation n. 11971 of 14 May 1999 (the "Issuers' Regulation") to the CBDF Package and the new pre-contractual disclosure requirements of the SFDR and Taxonomy Regulations ended on 11 March 2022.

Following the consultation procedure, Consob adopted the Resolution n. 22437 of 6 September 2022, by which it made some amendments to the Issuers' Regulation.

With regard to the adjustment to the CBDF Package, the main areas of focus were:

(i) the rules governing the so-called local facilities that shall be available to the retail investors that shall be put in place in Italy in the event of marketing of units/shares of European UCITS funds or European AIFs by Italian or European management companies or of Italian AIFs by European AIFs;

(ii) the rules relating to the cessation of marketing, in a European member states other than Italy, of units/shares by Italian management companies, and in Italy of:

  • units/shares of European UCITS;
  • reserved AIFs by European management companies;
  • Italian and European AIFs to retail investors by European management companies;

(iii) the rules on pre-marketing of reserved AIFs, which, inter alia, discipline (a) the transmission obligation to CONSOB; (b) the treatment of subscriptions carried out within 18 months of the carrying out of the pre-marketing activities; (c) the entities that can do pre-marketing.

The resolution also provides that the aforementioned pre-contractual information obligations shall apply from the application dates for them set out in the European regulations.

Finally, a transitional provision is established to allow the updating of the offering documents in relation to pending Oicr offers.

Further Reading