Following the adoption in Italy of the "Market Abuse" Directive via Law 62/2005, and the adoption by Consob of the new Issuers' Regulation by Resolution 15232 dated 29 November 2005, legislation requires disclosure to the public and to Consob of transactions in the company's financial instruments carried out by relevant persons and by persons closely related to them. The new regulations came into force on 1 April 2006.
More specifically, arts. 114.7, 193.1 and 193.1-bis of the TUF and arts. 152-sexies et seq. of Consob's Issuers' Regulations govern the phenomenon of internal dealing, identifying and regulating the relevant persons and those closely related to them, as well as the basis and timing for communications about their transactions in shares or in financial instruments associated with the shares of the listed issuer. Administrative fines can be levied in the event of non-compliance with the new regulatory requirements.
Summary of regulatory requirements
Based on the above instructions, the following parties are required to make disclosures:
a. relevant parties and, in particular:
1. parties that perform administrative, control or management functions and executives with proper access to privileged information and the power to make operational decisions that could affect the development and prospects of the listed issuer;
2. parties that perform administrative, control or management functions and executives with proper access to privileged information and the power to make operational decisions that could affect the development and prospects of direct or indirect subsidiaries, the carrying amount of the investment in which exceeds 50% of the issuer's total assets reported in the latest approved financial statements;
3. any other parties that hold shares representing at least 10% of the share capital of the listed issuer;
4. any other parties that control the listed issuer.
b. persons closely related to the relevant persons, as defined in art. 152 sexies of Consob's Issuers' Regulations.
Disclosures must be made about the purchase, sale, subscription for or exchange of:
i) shares in the issuer;
ii) financial instruments associated with the issuer's shares, as defined in art. 152 sexies IR;
the total amount of which reaches Euro 5,000.00 by the end of the year. The instructions require the issuer to identify the person responsible for receiving, managing and informing the market about these communications (the "Responsible Person").
The transactions carried out by relevant persons and persons closely related to them must be disclosed to Consob, the issuer and the public within the timescale established in art. 152 octies of Consob's Issuers' Regulation.
Relevant persons can fulfil their obligations via the listed issuer, by informing the Responsible Person about the transactions carried out.
In the event of non-compliance with the above disclosure requirements, the relevant persons and the persons closely related to them are subject to the penalties laid down in art. 193.1-bis of the TUF.
Consistent with current regulatory requirements, YOOX S.p.A.:
- has established a procedure for identifying those of its executives who are required to make the above disclosures;
- has informed the parties identified about their status and the related obligations.