Bank of Italy Amends New Post-Issuance Reporting Obligations

On August 10, 2016, the Bank of Italy amended the new rules on reporting obligations regarding the issuance, offering and placement of financial instruments (“disposizioni in materia di segnalazioni a carattere consuntivo relative all’emissione e all’offerta di strumenti finanziari”), which were adopted on August 25, 2015 and entered into force on October 1, 2016 (the Rules), with certain obligations, however, being effective as of January 2017.

The Rules implement Article 129 of Legislative Decree No. 385 of September 1, 1993, as amended (the Italian Banking Act), the application of which has been suspended for several years. The new regime requires entities that issue, offer or place certain financial instruments in Italy to file information regarding the issuer and the financial instruments with the Bank of Italy for statistical purposes, regardless of whether a prospectus is required under the Prospectus Directive or whether the transaction is structured as a private placement or an offer to the public. The Rules, providing, inter alia, for reporting of information through electronic filing, simplify the regime originally in place, which required filing of paper forms with the Bank of Italy.

The Rules have been in force since October 1, 2016 with respect to financial instruments of issuers (i) with registered office in Italy, or (ii) belonging to a group whose parent company is a supervised entity with registered office in Italy. As a result of the amendments brought to the Rules in August 2016,  reporting obligations for managers and offerors of financial instruments of non-Italian issuers apply from January 2017 (but also with respect to instruments placed or offered in the first quarter of 2016).