1. Shares may be admitted to listing where they represent the capital of issuers who have published and filed, in compliance with national law, the consolidated annual accounts for the last three financial years, of which at least the latest must be accompanied by an auditor’s opinion drawn up in accordance with Article 156 of the Consolidated Law on Finance or the corresponding applicable provisions of foreign law. Admission to listing may not be granted where the auditing firm has rendered an adverse opinion or a disclaimer.
2. Companies resulting from extraordinary corporate actions or whose assets and liabilities underwent material changes in the financial year preceding that of the submittal of the application or subsequently must produce, in addition to what is provided for in paragraph 1:
- a pro forma income statement for at least one financial year ended prior to the date of submittal of the application;
- a pro forma balance sheet referring to the closing date of the financial year preceding the application where the extraordinary corporate actions or the material changes occurred after that date;
- the other pro forma interim documents specified in the Instructions.
Where it emerges during the preparation of the pro forma documents referred to in this paragraph that the accounting data they contain are objectively unreliable, Borsa Italiana may accept different historical accounting reconstructions upon receiving a reasoned request from the issuer.
3. The accounting documents referred to in paragraph 2 must be accompanied by the report of the auditing firm containing its opinion on the reasonableness of the basic assumptions made in preparing the pro-forma data, the correct application of the methods used and the correctness of the accounting policies applied.
A similar report must be issued by the auditing firm on historical accounting reconstructions different from pro forma data; the reasons must be given for any limitations or impediments to rendering the opinion.
4. The annual financial statements on a solo and a consolidated basis and the annual accounting documents that provide the basis for the pro forma documents referred to in paragraph 2 must be fully audited to a preponderant extent. Where this is objectively impossible, Borsa Italiana may accept that only the bulk of the data are fully audited upon receiving a reasoned request from the issuer.
5. In exceptional circumstances, by way of derogation from paragraph 1, a smaller number of annual accounts may be accepted, possibly supplemented by the documentation referred to in paragraph 2 accompanied by that provided for in paragraphs 3 and 4, or where issuers have never published and filed an annual report, the documentation referred to in paragraphs 2, 3 and 4. Such derogation must be in the interests of the issuer and of investors and the latter must have all the information needed to evaluate the issuer and the instruments whose admission to listing is being applied for.
6. The issuer and the main companies belonging to the group it heads must adopt a management control system permitting corporate officers to obtain, regularly and promptly, a sufficiently complete picture of the profits and losses and financial situation of the company and, where applicable, of the main companies belonging to the group it heads and making it possible to:
- monitor the key performance indicators and risk factors of the company and, where applicable, of the main companies belonging to the group it heads;
- produce data and information, with special reference to financial data, at a level of detail adequate to the type of business, the complexity of the organisation and the management’s specific information needs;
- prepare forward-looking financial data for the business plan and the budget and verify the achievement of the company’s objectives by means of gap analysis.
To this end the issuer shall draw up a Memorandum, approved by the board of directors, in which it must describe the management control system it has adopted, together with the main companies belonging to the group it heads. The Memorandum must contain a summary but complete description of the components of the system, the persons responsible for the system and the information content, with special reference to the indicators used to monitor the key performance indicators and corporate risk factors.
The Memorandum must also specify any problem areas present in the management control system at the time the application is submitted; the issuer must specify to which categories of problems provided for by Borsa Italiana in the Instructions the problems belong.
7. The issuer must carry on, directly or through its subsidiaries and in conditions of management autonomy, an activity capable of generating revenues.
Borsa Italiana, in assessing the existence of conditions of management autonomy, shall verify that there are no impediments to the maximisation of the issuer’s economic and financial objectives. Where Borsa Italiana finds circumstances potentially able to impede the achievement of management autonomy, it shall require the public to be adequately informed at the time of admission to listing and on a continuous basis where appropriate.
Companies subject to direction and coordination by another company must not fall into the conditions that forbid the admission to listing pursuant to Article 37 of the Consob Resolution 16191/2007 as last amended.
The issuer’s assets or revenues must not consist preponderantly of an investment or of the results of an investment in a company whose shares are admitted to trading on a regulated market.
8. Companies with control over companies established and regulated under the laws of non-EU countries must comply with the admission requirements established in Article 36 of the Consob Resolution 16191/2007 as last amended.
9. Financial companies with equity composed exclusively of equity investments must comply with the admission requirements established in Article 38 of the Consob Resolution 16191/2007 as last amended.
10. Without prejudice to the provisions of the preceding paragraphs, the shares of banche popolari and cooperative companies authorised to engage in insurance may be admitted provided that in the articles of incorporation and bylaws of the issuer:
- provision is made for ordinary issues of new shares to be reserved to new shareholders and implemented by the allotment of a single share;
- the minimum registration period required for recognition of the right to vote in shareholders’ meetings is not more than 90 days.
11. The shares of cooperative companies may be admitted provided:
- the provisions of the article of incorporation of the issuer and/or the resolution for the issue of the shares contain/contains specific provisions ensuring that the shares issued are freely transferable;
- the provisions of the article of incorporation and/or of the resolution for the issue of the shares comply with the applicable provisions of law.
12. The requirements established in the preceding paragraphs shall not apply to the admission of shares of the same issuer belonging to a different category with respect to those already issued.
13. The issuer must have appointed an auditing firm to audit its annual accounts in accordance with Article 159 of the Consolidated Law on Finance, except as provided for by the corresponding applicable provisions of foreign law.
14. Where the creditworthiness of the issuer has been rated by a local or international credit rating agency in the twelve months preceding the submittal of the application, the rating or its update must be notified to Borsa Italiana if public. This information will be disclosed to the market in the Notice establishing the date of the start of trading.
15. For financial instruments issued by Borsa Italiana, satisfaction of the requirements referred to in this article shall be verified by Consob.
16. In granting admission to trading for ordinary shares of issuers whose ordinary shares are already admitted on other EU or non-EU markets, Borsa Italiana may waive the preceding paragraphs, taking account of factors including but not limited to: the inclusion of the shares in leading international or national financial indices, the size of the issuer and how long it has been admitted to trading.