To guarantee market transparency, Terna has adopted an Internal Dealing Procedure that governs the disclosure and conduct obligations of those who perform administration, control or management functions at Terna (“relevant parties”) and the so-termed “persons closely associated” with them concerning transactions involving shares or bonds issued by Terna or derivative instruments or other financial instruments linked to them.
Terna prohibits such relevant parties from either directly or indirectly conducting transactions that are subject to internal dealing regulations during two blocking periods, which are identified around the time that the draft (separate and consolidated) financial statements and interim financial report are approved by Terna’s Board of Directors.
The Procedure – prepared in accordance with the provisions of the aforementioned European legislation on market abuse in force since 3 July 2016 (and in particular of EU Regulation 596/2014 “MAR”, EU Delegated Regulation 2016/522 and EU Implementing Regulation 2016/523) - regards transactions, as identified in the legislation, once a total amount equal to or more than € 20,000 has been reached over the course of a calendar year. The € 20,000 threshold is calculated adding together all transactions completed during a calendar year, without compensation. It is understood that, after exceeding this threshold, all transactions (including those for smaller amounts) must be disclosed.
The obligations to disclose significant transactions provided for in art. 114, paragraph 7, of the Consolidated Law on Finance and of arts 152-sexies et seq. of the Regulations for Issuers are also confirmed for (i) shareholders that hold a stake of at least 10% in the share capital and parties that in any case control the issuer and (ii) persons closely linked to them, the definition of which was maintained in art. 152-sexies, paragraph 1, letter d), of the Regulations for Issuers.
Developments in the internal dealing procedure:
2004: first code of conduct regarding internal dealing
2005: adoption of the “Procedure for the management, processing and disclosure of information relating to transactions in financial instruments undertaken by relevant persons”, subsequent to the specific regulations introduced on internal dealing by Italian Law no. 62 of 18 April 2005, and completed with the relevant implementing directive issued by CONSOB.
2016: further adaptation of the Procedure and disclosure and transparency obligations, in compliance with EU legislation regarding market abuse, applicable from 3 July 2016.
2017: “Internal Dealing Procedure”, update of the Procedure, to comply with what had been laid down by CONSOB with Resolution no. 19925 of 22 March 2017 containing “Amendments to the regulations implementing Italian Legislative Decree no. 58 of 24 February 1998, concerning rules for issuers and markets, and to the regulation concerning related-party transactions, to implement EU Regulation no. 596/2014 on market abuse” and taking into account the guidelines received in the meantime, also from the ESMA, at its “Question and Answers on the Market Abuse Regulation”.
This page contains the Procedure in effect for:
- the identification of the “relevant persons” of Terna and their “closely associated persons”
- management, treatment and communication of information to the market regarding transactions on financial instruments carried out by the above;
- preparation and retention of the list of relevant persons established pursuant to applicable regulations;
- any authorisation required for relevant parties to carry out transactions during the blocking periods.
The Procedure has been updated to observe the Guidelines issued by CONSOB on the subject, along with certain organisational changes within the Terna Group.