Prospetti informativi: dal Comi via libera alle nuove linee guida – Documenti più chiari e più vicini alle best practices Ue (Comunicato stampa del 26 luglio 2023)

On 28 July 2023, Consob published new guidelines for simplifying the informative prospectuses created by Comi, the Committee of market operators and investors established by Consob itself.
The analysis compares the length of prospectuses and the treatment of economic-financial information in Italy, France, and the Netherlands. Italian prospectuses tend to be longer, thus the comparison reveals a need for simplification and revision in certain areas.
Following amendments to the Issuers‘ Regulation that came into effect on 20 August 2022, it is now possible to seek Consob’s approval for an English-language prospectus for offerings or admissions on regulated markets in Italy. This allows for a single document in English that can be used for both retail public offerings and institutional placements, reducing costs previously incurred for separate documents.
These guidelines apply to informative prospectuses for public offerings and listings of shares on regulated markets, as specified in the Prospectus Regulation.
The main objective of these guidelines is to simplify and clarify the information in prospectuses, standardizing their content and aligning it with practices used in other European countries. This alignment aims to enhance comprehension, especially during Consob’s evaluation process.
The guidelines compile market best practices for drafting informative prospectuses.
To expedite the approval process and facilitate comparison between operators and the regulatory authority during the scrutiny of prospectuses, Consob encourages widespread adoption of these guidelines by operators. The guidelines‘ purpose aligns with the goals of the Ministry of Economy and Finance’s Green Book and the government’s legislative initiatives to promote companies‘ access to the capital market.
Additionally, besides proposing simplification measures, the guidelines offer editorial suggestions for specific informational areas, while reducing redundancy and enhancing investor accessibility to key information.
The upcoming proposal of the Listing Act may introduce a standardized format for prospectuses, and the guidelines will be reviewed accordingly. The document also suggests revising the legal liability regime for those involved in the offering in line with European regulations. To use a single document for both retail and institutional investors, it must contain all information required by the applicable Delegated Regulation (EU) 2019/980. Additional information typically found in international offering circulars may be included, but it must be compatible with prospectus regulations and investor protection objectives.
To ensure maximum investor protection, the guidelines provide indications to exclude irrelevant or non-specific information about the issuer and the offered securities from the prospectus, which could otherwise confuse investors‘ decision-making process.
By adhering to these guidelines, relevant information will be emphasized, allowing those responsible for preparing the prospectus to select and indicate appropriate information.
To ensure broad dissemination of the adopted guidelines, one or more meetings will be held in September, open to industry operators, to explain the initiative’s content and stimulate discussions on best practices for preparing informative prospectuses.