According to CONSOB, purchases of own shares in a listed company must be considered as purchases (for consideration) that may trigger the mandatory tender offer obligation, as they potentially strengthen the position of the controlling shareholder by limiting or even excluding the possibility of a change of control in the company. In addition, the Commission has stated that purchases of own shares trigger the majority shareholder's obligation to make a tender offer whenever, following such purchases, the controlling shareholder holds more than 30% of the total number of shares with voting rights in the ordinary shareholders' meeting, or its holding exceeds the threshold under Article 106 of the Consolidated Law on Financial Intermediation (Law no.58/98).

Source: CONSOB Guidance of 19th November 2001. Giovanni Carotenuto, Ughi E Nunziante email: [email protected]