Minibonds: regulation following the new provisions of law

The subject of so-called ‘minibonds’ has become, or perhaps it’s back to being, particularly topical, following the recent conversion into law of the decree law named ‘Destinazione Italia’ at the end of February, which contains a number of provisions that integrate the rules governing the issue of bonds and similar securities by non-listed companies. The matter was already dealt with by the Monti government into the law decree ‘Sviluppo Italia’ then converted into law.

The expression ‘minibond’ — a term used to describe the new instrument — is a not-technic expression, of which there is no trace in the various legislative provisions mentioned and which does not refer to a new category of securities. The term includes bonds in general and other securities so called similar (i.e. debt securities of limited liability companies according to article 2483 of the Italian Civil Code and equity financial instruments according to article 2346 of the Italian Civil Code in the form of loans), as well as the particular category of ‘equity bonds’ with subordination clause — already provided for by article 2411 of the Italian Civil Code.

The prefix ‘mini’ would appear to refer the size of the bond loan. However, if we examine the 20 and more issues that applied the new rules since 2012, we can observe that most of them were for a considerable amounts, ranging from €200m to €700m (£163m to £572m)…

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Jurisdiction: Italy