More transparency for shareholders and for the market on the occasion of capital strengthening operations reserved for a single investor: this is the meaning of a Consob Communication in force as of today, 4 May 2023, which updates and rearranges the disclosure obligations of the issuers in the event of raising capital through non-standard convertible bond loans (Poc) and also provides indications for reserved capital increases such as Seda (Stand-by Equity Distribution Agreement) and Sef (Step-up Equity Financing), already subject of two previous Consob Communications, now repealed.
The Communication, as Consob itself explains, recalls the need to highlight the contractual clauses of the non-standard POCs, the destination of the capital increase resulting from the transaction, the risks of potential depreciation of the issuer’s shares, the estimate of the its overall net financial requirement.
The intervention, in addition to defining the disclosure requirements for non-standard POC emissions, operates a systematization of the matter.
Furthermore, indications are also provided to sole investors-subscribers regarding the purchase and sale operations on the shares of the issuing companies and on the instruments connected to them. For sole investors in companies whose shares are traded on multilateral trading facilities (MTF), with a view to proportionality, disclosure to the public is only recommended, limited to cases in which investors hold a stake in the same company deemed significant (at least equal to 5% of the related share capital).