2005 PRESS RELEASES
BORSA ITALIANA: APPROVAL OF AMENDMENTS
TO THE RULES OF THE MARKETS AND OF NUOVO MERCATO
- NUOVO MERCATO RENAMED MTAX MARKET (AND TAHNM MARKET RENAMED TAHX MARKET WITH INTEGRATION OF NUOVO MERCATO RULES AND THE ACCOMPANYING INSTRUCTIONS TO THE MARKET RULES), WITH SEGMENTATION IDENTICAL TO THAT OF MTA
- CHANGE IN MINIMUM CAPITALISATION OF MTA AND MTAX
- TRANSFER OF TRADING FROM EUROMOT TO MOT
- ADJUSTMENT OF SEVERAL INDICATORS AND OF THE DOCUMENTATION FOR THE EXPANDI MARKET LISTING PROCESS
CONSOB, with resolution 15101 of 5 July 2005, has approved several amendments to the Rules and Instructions of Markets and of the Nuovo Mercato of Borsa Italiana, previously approved by the Borsa Italiana Shareholders’ Meeting last 29 April 2005.
STRUCTURE OF THE MTA AND MTAX MARKETS
- The Nuovo Mercato, renamed MTAX, has lost all of its major specific features, aligning itself to the MTA admission and operating requirements. More specifically, MTAX will have the same segments (Blue Chip, STAR and Standard – renaming of the former SBO) and the same trading methods and times; similarly, TAHnm (Trading After Hours of the Nuovo Mercato) has been renamed TAHX.
- The minimum capitalisation requirement for admission to the MTA market (and to the MTAX market) has been raised to 40 million Euro.
- For TAHnm, renamed TAHX, there will be an equalisation of conditions so that financial instruments may be traded under the same conditions as for the TAH of the MTA (in other words, the Blue Chip stocks of the MTAX included in the S&P/MIB and MIB30 indices and, upon request by the specialised intermediary, other stocks of the Blue Chip and STAR segments);
STAR SEGMENT (MTA AND MTAX)
Entry into the STAR segment will be subject to 2 new requirements:
- a minimum size threshold, set at 40 million Euro;
- the ordinary result of the last audited financial year shall be positive
The requirement of an entry free-float of 35% remains unchanged.
Attribution to the trading segment is carried out during the trading initiation procedures.
Presence in the STAR segment, already subject to maintenance of a free-float of 20%, has a new maximum capitalisation threshold requirement of 1,000 million Euro (an increase over the current 800 million Euro).
The appointment of a remuneration committee has become optional, with the expectation that a significant part of the remuneration of executive directors and top managers consists of payments linked to the attainment of individual, pre-established objectives and/or the economic results achieved by the company.
For STAR companies of the MTAX
The following are valid for STAR stocks of the MTAX market (conditions already valid for STAR issuers of the MTA):
- the number of "independent directors" has increased and is equal to the number already required for STAR companies of the MTA;
- compulsory presence of a specialist;
- the same times and contents already required for the quarterly reports of issuers of the Star segment of the MTA market;
- the requirement to transmit financial data, and quarterly and half-year data, to Borsa Italiana;
- the obligation to provide the following on the corporate Internet site: financial statements, half-year data, quarterly data, information as set forth by art. 114 of the Italian Consolidated Finance Act, also in English, and documentation distributed in occasion of meetings with institutional investors.
For STAR companies of the MTA
The following requirements are valid for STAR stocks of the MTA market (conditions already valid for issuers of the TechStar sector of the Nuovo Mercato, now MTAX):
- publishing of the accounting documents, within the deadlines established by law;
- the condition of not being involved in any bankruptcy or insolvency proceedings, nor having any subsidiaries representing a significant portion of the group involved in similar proceedings;
- the condition of not having ordinary shares permanently suspended from trading;
- the condition of not being involved in any of the situations described by articles 2446 and/or 2447 of the Italian civil code.
STANDARD SEGMENT (MTAX)
- alignment of the corporate governance requirements to the Standard segment of the MTA;
- elimination of the obligatory nature of the specialist figure (currently valid for all stocks belonging to the Nuovo Mercato, now MTAX), which will be required only for stocks in the STAR segment. This figure will be optional for financial instruments traded in Blue Chip and Standard segments of the MTAX market, in accordance with what is currently provided for in the MTA market. Furthermore, the listing obligation for optional and compulsory intermediaries were similarly defined for the MTA, MTAX and Expandi markets;
- elimination of the institutional book, currently managed by specialists;
- elimination of the minimum accounting shareholders’ equity amount and of the specific disclosure requirements;
- modification of the free-float percentage during the admission phase from 30% to 25% (the free-float requirement of 35% for stocks of the STAR segment remains);
- elimination of the possibility of admitting so-called start-up companies (those companies that have been operating for less than one year and which are not a result of corporate restructuring). The MTAX market retains the possibility to admit issuers on the basis of a single set of financial statements. In this case, application of the so-called lock-up will be effective, already required for all companies that have been in business for less than three years up submission of the application.
MOT AND EUROMOT
The changes comprise the following:
A) trading of the EuroMOT has been transferred to the MOT, and the EuroMOT segment is dismissed;
B) the MOT has been re-segmented, resulting in two segments:
- DomesticMOT, for financial instruments settled within the national clearing system;
- EuroMOT, for financial instruments settled within foreign clearing systems;
with the same trading functions and phases;
C) creation of two market classes within the DomesticMOT segment, homogenous in terms of the financial instruments traded and the trading methods and time:
- national government securities;
- debt securities in euro and in other currencies;
D) creation of a single market class within the EuroMOT segment, represented by euro-bonds, ABS and foreign-issue securities.
The effective date of the rule modifications listed up to this point (relative to the MTA, MTAX, MOT and EUROMOT markets) will be communicated with a future Notice by Borsa Italiana.
At two years since the birth of the Expandi market, taking into account the experience gained during the period, several indicators have been reviewed, along with the documentation for the listing process.
In particular, as of 7 July 2005:
- recalculation of the net financial position at the most recent date previous to the listing admission procedure, already requested to the Listing Partner upon renewal of the declarations, has been eliminated;
- companies created from extraordinary transactions or which have undergone significant changes in their equity structure in the two years before submission of the application are required to provide their pro-forma economic and financial positions for both the first (T-1) and second period (T-2) prior to the application; in this case, compliance with the admission requirements will be verified solely on the basis of pro-forma data (T-1 and T-2). In the event that nine months have elapsed between the closing date of the last annual period and the admission date, the pro-forma situation for the second period prior to the application date is not required, as the verification of indicators will be performed on T-1 and half-year (1st semester T) data;
- the power of Borsa Italiana to make exceptions with respect to the free-float requirement of 10% is also extended to:
- companies resulting from mergers via the establishment of new companies or similar operations involving listed companies;
- companies with a significant number of publicly-held shares, according to the criteria set forth in art. 2 bis of CONSOB Regulation 11971/99;
- the indicators applicable for subjects as per Legislative Decree 87/1992, and for insurance and real estate companies have been outlined.
Again, starting from 7 July 2005, the sufficient distribution of shares is considered to be achieved when these amount to at least 10%, held by the public as well as by institutional investors.
Milan, 11 July 2005