Italy's securities regulator thinks it's time to review takeover regulation to give greater protection to minority shareholders. Consob ran a consultation during October and November to collect views on what the new rules should look like, though its thinking was already well advanced before the process started. The most significant changes in envisages are: - Reopening completed bids: The possibility, in case of success of the takeover bid, to reopen the offering period in order to allow shareholders who initially chose not to sell their securities to accept the offer. This would allow bidders to tidy up the shareholding by sweeping up the rest of the shares which would anyway be subject to disadvantage in future policy changes at the company.
- Best price: Extending the best price rule to the six months following the closure of the offer. Bidders would have to pay the best price paid during the offer to latecomers to the offer.
- Including derivatives: Counting indirect holdings – through equity swaps or the like, towards the pricing in offers and towards the 30 per cent threshold that triggers a full bid.
- Concert: More precise definition of what actions would be considered "acting in concert" between shareholders, and therefore trigger full bids.
"The proposed amendments align the national regulation with the best practices at international level," Consob said. "For example, the application of the rules regulating public offers for sale or subscription has been allowed for public exchange offers of debt securities, overcoming the existing obstacles to an effective equal treatment of Italian and foreign investors."
Source document: The English-language version of the news release wasn't ready before the consultation closed for responses, but it summarises the issues at stake.
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