Prestiti obbligazionari convertibili (Poc) non standard – Via libera della Consob ad una Comunicazione che riordina gli obblighi di trasparenza (4 maggio 2023)

Consob has issued Communication n. 1/2023 aimed at improving transparency for shareholders and the market during capital-raising operations that are reserved for a single investor.
The communication updates and clarifies information obligations for issuers in the case of raising capital through Poc, as well as providing guidelines for reserved capital increases such as Seda and Sef, which were previously covered by two separate Consob Communications that are now abolished.
Furthermore, the communication outlines the need to highlight contractual clauses of non-standard Poc, the purpose of the capital increase resulting from the operation, the potential risks of depreciation of the issuer’s shares, and the estimate of its overall net financial requirements.
The intervention aims to define disclosure requirements for non-standard Poc issuances and to systematise the matter. The communication follows the market consultation of 1 March 2023, which was adopted on 3 May 2023.
Additionally, the communication provides guidance to single subscriber-investors regarding the sale of shares in the issuing companies and the related instruments. For single investors in companies whose shares are traded on MTFs, disclosure to the public is only recommended if investors hold a significant stake (at least 5% of the company’s capital).