Law and regulation of private placement of common stock in Italy

1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per Member State, other than Qualified Investors.
  • Securities whose total consideration of each offer in the European Union, calculated over a period of 12 months, is between EUR 1m and EUR 8m.
  • Securities whose unit nominal value is at least EUR 100,000.
  • Investors acquiring securities for a total amount of at least EUR 100,000 per investor, for each separate offer.

Admission to trading of securities on a regulated market – Listing

  • Securities “fungible” with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20% of the number of securities already admitted to trading on the same regulated market;

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, but provided that they request to be classified as professional investors, pursuant to the Italian laws.

3.3 Retail/public/others

Only on the basis of an approved prospectus or subject to the exemptions referred to in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with the exemptions referred to in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with the exemptions referred to in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

Reverse solicitation (subject to complying with the provisions applying to reverse solicitation).