Internal Dealing
Legal framework
Following the enactment of the "Market Abuse" directive by Italian law no. 62/2005 and the adoption by Consob of new "Regulations for Issuers", with resolution no. 15232 of November 29, 2005, a legal obligation has been introduced requiring the disclosure to the public and to Consob of transactions performed by significant persons and persons closely associated with them in regard to the financial instruments of the company.
Specifically, article 114, subsection 7, and article 193, subsections 1 and 1-bis, of the Finance Consolidation Act (TUF) and articles 152-sexies and subsequent of Consob Regulations for Issuers, provide the legal framework for internal dealing, defining and regulating significant persons and persons closely associated with them, the terms and methods of disclosure for transactions regarding shares or financial instruments linked with the shares of listed issuers. Violations of the new legal obligations are punished by a fine.
The new rules came into force on April 1, 2006.
As of this date, therefore, internal dealing is no longer regulated by Mediaset S.p.A. through its Code of Practice Internal Dealing.
Summary of the new legislation
Pursuant to the aforementioned legal provisions, notice must be given by:
a. significant persons and in particular:
1. persons who perform administrative, control or management functions and managers who have regular access to privileged information and are empowered to make management decisions which may influence the development and future prospects of the listed issuer;
2. persons who perform administrative, control or management functions and managers who have regular access to privileged information and are empowered to make management decisions which may influence the development and future prospects of directly and indirectly controlled subsidiary companies, in which the book value of the stake held represents more than 50% of the equity of the issuer as reported in the most recently approved financial statements;
3. persons who hold shares representing at least 10% of the share capital of the listed issuer;
4. every other person who exerts control over the listed issuer.
b. persons closely associated with significant persons, as defined by art. 152 sexies of the Consob Regulstions for Issuers.
Disclosure is required of the purchase, sale, subscription or swap of:
i) shares in the issuer;
ii) financial instruments associated with the issuer's shares as defined in art. 152 sexies and amounting to at least Euro 5,000.00 by the end of the year.
The new rules require the issuer to identify the person charged with receiving, managing and publishing disclosure notices (the "Appointed Officer").
Transactions conducted by significant persons and persons closely associated with them must be disclosed to Consob, the issuer and the public within the term established by art. 152 octies of Consob Regulations for Issuers.
Significant persons may fulfil these obligations through the listed issuer by sending notice of the transactions undertaken to the Appointed Officer.
In the event of violation of the aforementioned obligation of disclosure, significant persons and persons closely associated with them are subject to the sanctions enacted by art. 193, subsection 1-bis of the Finance Consolidation Act (TUF).
In accordance with the provisions set forth in the aforementioned new regulations, Mediaset:
- has established a procedure to identify which of its managers are required to make disclosures;
- has informed the persons identified of this fact and their obligations pursuant to the law.
For further informations please contact:
Emanuela Bianchi - Head of Corporate Affairs
+39 02 25149588 - emanuela.bianchi@mediaset.it
Filing Models
27.01.2010Internal Dealing Communication
25.01.2010Internal Dealing Communication
13.10.2008Internal Dealing communication
13.10.2008Internal Dealing communication
01.07.2008Internal Dealing Communication
20.06.2008Internal Dealing Communication
13.06.2008Internal Dealing Communication
22.05.2008Internal Dealing Communication
22.05.2008Internal Dealing Communication
02.10.2007Internal Dealing Communication
27.09.2007Internal Dealing Communication
26.09.2007Internal Dealing Communication
10.07.2007Internal Dealing Communication
29.05.2007Internal Dealing Communication
20.04.2007Internal Dealing Communication
20.02.2007Internal Dealing Communication
14.11.2006Internal Dealing Communication
31.05.2006Internal Dealing Communication
31.05.2006Internal Dealing Communication
Documents
17.03.2005Code of Practice Internal Dealing in force until 31st march 2006