Curated by Francesca De Giacomi

Clearer documents in line with EU best practice among objectives of COMI Guidelines on public offering and listing prospectuses.

Background and scope

In a press release last July 26, 2023, Consob announced the issuance by the Committee of Market Operators and Investors (“COMI”) of the new Guidelines for Simplifying Prospectuses, approved on July 13, 2023.

The Guidelines refer to prospectuses for public offerings and listing of shares, drafted in Italian and English, pursuant to Regulation (EU) 2017/1129 (so-called “Prospectus Regulation”).

In addition, alongside the simplification proposals, a number of drafting proposals in line with the best practice of European operators are identified with regard to specific information areas.

Objective of the new Guidelines

The objective is to encourage the representation in a simple and clear form of the information contained in prospectuses for public offerings and listing of shares on Regulated Markets, in order to standardize its content, bringing it more in line with that of other European countries and to facilitate its comprehension, including at the stage of scrutiny by the Authority.

In particular, the application of the Guidelines should help to enhance the significance of the information and to enable those responsible for drafting the prospectus to select and display the appropriate information consistently with the principles of specificity and relevance enshrined in European legislation and, in particular, in the Prospectus Regulation.

It has been clarified by the same COMI that the Guidelines will be subject to review with the entry into force of the legislation envisaged by the proposed Regulation of the Parliament and the Council amending certain regulations (i.e. Prospectus Regulation, EU Regulation No. 596/2014 and EU Regulation No. 600/2014) in order to make public capital markets in the Union more attractive to companies and facilitate access to capital for small and medium-sized enterprises (so-called “Listing Act”).

Below is the direct access link to the Consob Press Release, which contains references and links to the full text of the Guidelines: