NEW PROSPECTUS - PUBLIC OFFERS
The provisions concerning insurance products with financial character, set forth in Part II, Title I, Head IV of CONSOB Regulation n. 11971 of 14 May 1999 ("Issuers Regulation"), has recently been subject to amendments aimed at implementing European directives n. 2003/71/CE concerning the public prospectus for the public offer and n. 2004/39/CE (Market in financial instruments directive "MIFID").
The most important innovations, introduced by CONSOB Resolutions n. 16840 of 19 March 2009, n. 16850 of 1 April 2009 and n. 16893 of 14 May 2009, may be summed up as follows:
- - Regarding the obligation to consign the prospectus (so called "prospetto d'offerta", formerly "prospetto informativo") to the client prior to underwriting, the new version of article 32 of the Regulation states the mandatory distribution only for fact sheet (Scheda sintetica), conditions of the contract and proposal form. Part I and Part II of the prospectus shall be distributed only in case of client's specific request, as already set forth for Prospectus Part III, the glossary and the regulation concerning the internal funds/UCITS (or the separate internal management).
- - CONSOB changed the forms n. 5, 6 and 7 contained in Annex 1B of the Issuers Regulation have been changed, rationalising their content and requesting more precise information, according to what had been stated in the recently issued provisions concerning the conflict of interests and incentives. Besides the fact that some new indications have been inserted in the single schemes, it is interesting to point out that also the content and the structure of the Scheda Sintetica changed. The new Scheda sintetica is composed by a part related to general information about the contract and a part containing specific information for each single investment offer. The investor shall be given the "general part" as well as all "Specific Parts" related to each single offer of interest.
- - With regards to the exemptions from the mandatory provisions concerning public offer, the following two specific exemptions for insurance products have been inserted within the cases listed in article 34-ter): policies with an initial premium amounting at least to 250.000 Euro and the so called "collective policies" (of class III or V), provided that the premium is not - even partially - paid by the insured persons.
- - In case of exemption according to article 34-ter , insurance companies shall however provide the mandatory information set forth by European law on life insurance policies. For this purpose, the new article 34-bis Section 2 contains a list of information to be provided to the investors, corresponding to the list of information contained in article 36 of Annex III of the Life Insurance Directive. Due to the fact, that CONSOB did not provide for a specific Scheme and in consideration of recent case law on insurer's civil liability for missing information on the investment's risk, it is advisable to provide the investors in any case with a prospectus drafted according to the schemes contained in Annex 1B.
- - Furthermore, the new version of the Regulation states obligations on mandatory updating of the prospectus, including the obligation to timely update the prospectus in case of variation of the information contained therein (art. 33) and the obligation on mandatory information to be provided to the investors during the validity of the policy (art. 34).
The new provisions of the Issuers Regulation apply to policies issued starting from 1 July 2009. In case of products already issued and commercialised before that date, insurance companies are requested to publish a prospectus in conformity with the new schemes provided by the Regulation in case of updating of the prospectus and, in any case, no later than by 31 March 2010 (art. 34-undecies).
In addition, for insurance products with initial premium exceeding Euro 50.000 but lower than Euro 250.000, which do not any more fall within the exemptions due to the changes provided by the new article 34-ter, insurance companies are requested to public a prospectus according to the new schemes of the Regulation during the period from 1 July 2009 and 31 August 2009.
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