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2024-01-01

Regulation No. 2023-03 on Investment Solicitation

The General Director of the Central Bank of the Republic of San Marino issued Regulation No. 2023-03 to establish the legal framework for investment solicitation activities within the territory. The regulation mandates that all investment solicitations require prior authorization from the Bank and the publication of an approved information prospectus, while defining specific exclusions for professional clients and small-scale offerings. It further details the mandatory structure of the prospectus, the authorization procedure, and grants investors a seven-day right of withdrawal from financial products.

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THE GENERAL DIRECTOR OF THE CENTRAL BANK OF THE REPUBLIC OF SAN MARINO HAVING REGARD TO Law No. 165 of 17 November 2005 (Law on banking, financial and insurance undertakings and services) and in particular Article 39, which grants the Central Bank of the Republic of San Marino the power to issue measures containing binding and regulatory provisions, as well as Part III of the same law, which refers certain matters concerning the regulation of issuers to the aforementioned regulatory powers; HAVING REGARD TO the Statute of the Central Bank of the Republic of San Marino approved by Law No. 96 of 29 June 2005 and subsequent amendments, and in particular Article 30, paragraph 3, pursuant to which acts of the Central Bank in matters of supervision, deliberated by the Supervisory Coordination, are issued by the General Director; HAVING REGARD TO the outcomes of the public consultation procedure on the draft regulation concluded on 20 October 2023; HAVING REGARD TO the resolutions of the Supervisory Coordination and the Board of Directors by which the text of Regulation No. 2023-03, named "Regulation on Investment Solicitation", was approved; ISSUES the attached Regulation No. 2023-03 which will enter into force on 1 January 2024. San Marino, 30 November 2023 Signed: THE GENERAL DIRECTOR Dr. Andrea Vivoli

REGULATION ON INVESTMENT SOLICITATION Year 2023 / Number 03

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INDEX PART I DEFINITIONS AND GENERAL PROVISIONS ..................................................................................... 3 Article 1 - Legislative Sources .................................................................................................................................. 3 Article 2 - Definitions .......................................................................................................................................... 3 Article 3 – Scope of Application .................................................................................................................... 4 Article 4 – Exclusions ........................................................................................................................................... 4 Article 5 – Cases of Exclusion .............................................................................................................................. 4 Article 6 – Publication of the Mandatory Information Prospectus .............................................................. 5 Article 7 – Subsequent Resale of Financial Products ................................................................................. 5 Article 8 – Publication of Information Documents Other Than Prospectuses .......................................................................... 6 Article 9 – Right of Withdrawal. ............................................................................................................................. 6 PART II INFORMATION PROSPECTUS .............................................................................................................. 7 Article 10 – Structure of the Information Prospectus. ........................................................................................... 7 Article 11 – Supplementary Information ......................................................................................................... 8 Article 12 – Attestation by Responsible Parties. ........................................................................................ 8 PART III PROCEDURE FOR AUTHORIZATION TO PUBLISH THE INFORMATION PROSPECTUS ........................................................................................................................................................ 9 Article 13 – Application for Authorization to Publish the Prospectus ................................................ 9 Article 14 – Procedure and Time Limits for Authorization ........................................................................................ 9 Article 15 – Supplements to the Information Prospectus ................................................................................... 10 Article 16 – Criteria for Evaluation ............................................................................................................ 10 Article 17 – Publication of the Information Prospectus. ............................................................................... 11 PART IV TRANSITIONAL AND FINAL PROVISIONS ....................................................................................... 13 Article 18 – Regime for Modification of Annexes. .............................................................................................. 13 Article 19 – Repeals. ................................................................................................................................. 13 Article 20 – Transitional Provisions. ....................................................................................................................... 13 Annex I ............................................................................................................................................................... 14 Annex II ............................................................................................................................................................. 16 Annex III ............................................................................................................................................................ 18 Annex IV ............................................................................................................................................................ 21

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PART I DEFINITIONS AND GENERAL PROVISIONS

Article 1 - Legislative Sources

  1. This Regulation falls within the category of measures referred to in Article 39 of Law No. 165 of 17 November 2005 and implements Part III of the same law.
  2. The regulatory powers of the Central Bank of the Republic of San Marino regarding supervision functions and investor protection also find their legislative source in Article 33 of Law No. 96 of 29 June 2005.

Article 2 - Definitions

  1. For the purposes of this Regulation, the expressions used shall be understood as follows: • “BCSM”: Central Bank of the Republic of San Marino; • “professional clients”: subjects referred to in Article 1, paragraph 1, letter f), of BCSM Regulation No. 2006-03; • “placement agent”: subject authorized to carry out in the Republic of San Marino the reserved activities referred to in letters D5 and/or D6 of Annex 1 to Law No. 165 of 17 November 2005 which promotes among the public of savers in San Marino the subscription of financial products; • “issuer”: a legal person that issues or intends to issue financial products, as defined below, and assumes the status of debtor in the phase where the obligatory relationship connected to the financial product arises; • “financial intermediary”: bank or investment firm as per Law No. 165 of 17 November 2005 and subsequent amendments; • “LISF”: Law No. 165 of 17 November 2005 and subsequent amendments; • “offeror”: any subject intending to carry out an investment solicitation in San Marino territory; • “financial products”: financial instruments as per Annex 2 to LISF and any other form of investment, different from insurance products, having a financial nature, found in the coexistence of: a deployment of capital, an expectation of financial return, the assumption of a risk directly connected and correlated to the deployment of capital. Therefore, financial products do not include bank or postal deposits not represented by financial instruments and crypto-assets that cannot be qualified as financial instruments; • “investment solicitation”: any offer, invitation, or promotional message, in any form, addressed to the public, aimed at the sale or subscription of financial products.
  2. Unless otherwise specified, for the purposes of these provisions, the definitions contained in LISF apply.

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  1. In the subsequent articles of this regulation, words that refer to these definitions are printed in CAPITAL LETTERS.

Article 3 – Scope of Application

  1. This regulation applies to all INVESTMENT SOLICITATIONS that take place within the territory of the Republic of San Marino, whether they are aimed at the subscription of the FINANCIAL PRODUCT and therefore conducted by the ISSUER or a FINANCIAL INTERMEDIARY acting as a PLACEMENT AGENT, or whether they are aimed at the subsequent sale of the FINANCIAL PRODUCT and conducted by any OFFEROR, provided that in such cases the use of INVESTMENT SOLICITATION is permitted only to FINANCIAL INTERMEDIARIES or, limited to FINANCIAL PRODUCTS of their own issuance, to the ISSUER.

Article 4 – Exclusions

  1. Pursuant to Article 106, paragraph 2, of LISF, INVESTMENT SOLICITATION is excluded when offers, invitations or messages aimed at the sale or subscription of FINANCIAL PRODUCTS: a) are addressed solely to PROFESSIONAL CLIENTS; or b) are addressed to a number of subjects not exceeding that specified in the following Article 5; or c) are of a total amount not exceeding that established in the following Article 5; or d) concern FINANCIAL PRODUCTS issued or guaranteed by the Republic of San Marino.
  2. Pursuant to Article 106, paragraph 4, of LISF, this Regulation does not apply to INVESTMENT SOLICITATION: a) when addressed solely to shareholders or corporate executives of the ISSUER; b) when it concerns FINANCIAL PRODUCTS issued or guaranteed by BCSM or by Entities and Companies of the Broad Public Sector of the Republic of San Marino; c) when the unit nominal value of the FINANCIAL PRODUCTS, or the minimum purchase amount per investor, is at least 100,000.00 (one hundred thousand) euros; d) in all cases provided for in Article 1, paragraph 2 of Regulation (EU) No. 2017/1129 of 14 June 2017 and subsequent amendments.

Article 5 – Cases of Exclusion

  1. Pursuant to Article 106, paragraph 2, letters b) and c), of LISF, offers, invitations or promotional messages aimed at the sale or subscription of FINANCIAL PRODUCTS do not constitute INVESTMENT SOLICITATIONS, provided that respectively: a) they are addressed to a number of subjects (natural and legal persons) other than PROFESSIONAL CLIENTS, not exceeding 150 (one hundred and fifty), provided that this circumstance is expressly indicated in the information documents and in the offers, invitations or promotional messages however disseminated, together with the criteria for identifying the recipients;

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b) the consideration of FINANCIAL PRODUCTS issued by the single ISSUER is less than 1,000,000.00 (one million) euros, referred to each single issuance. 2. The obligation to publish the information prospectus does not apply in the cases referred to in Article 1 of Regulation (EU) 2017/1129, provided for:

  • in paragraph 4, letters e), f), g), h) and i);
  • in paragraph 5, letters a), b), c), d), e), f), g), h) and j);
  • in paragraphs 6, 6bis and 6ter.
  1. For investment solicitations concerning units of common investment funds, reference is made to the specific provisions established in BCSM Regulation No. 2006-03.

Article 6 – Publication of the Mandatory Information Prospectus

  1. Any INVESTMENT SOLICITATION in San Marino territory is subject to prior authorization for the publication of the information prospectus by BCSM.
  2. The application for authorization referred to in the previous paragraph, with the information prospectus intended for publication attached, drawn up according to the criteria indicated in Part II of this Regulation, must be submitted by the FINANCIAL INTERMEDIARY entrusted with the placement service or directly by the ISSUER if it is a San Marino legal person and the INVESTMENT SOLICITATION takes place solely at its registered office or its branches within the territory, pursuant to Article 108, paragraph 3, of LISF.
  3. Pursuant to Article 111 of LISF, the information prospectus approved by the competent authority of an EU Member State is recognized in the Republic of San Marino provided that the following conditions are met: a) the prospectus itself is published on the website of the competent authority of the EU Member State or the certificate of approval attesting that the prospectus itself was drawn up in accordance with Regulation (EU) No. 2017/1129 and subsequent amendments is sent to BCSM by the aforementioned authority; b) the prospectus itself is drawn up in Italian or English.

Article 7 – Subsequent Resale of Financial Products

  1. The provisions of Article 6 also apply to the subsequent resale by FINANCIAL INTERMEDIARIES in San Marino territory of FINANCIAL PRODUCTS, provided that, none of the exclusion causes referred to in the previous Articles 4 and 5 apply, the resale itself is to be qualified as INVESTMENT SOLICITATION, regardless of whether such qualification also occurred during the issuance/placement phase.
  2. The publication of an additional prospectus is not mandatory in subsequent resales of FINANCIAL PRODUCTS if a prospectus drawn up in Italian or English is available, still valid pursuant to Article 14, paragraph 5, and the ISSUER or the parties responsible for drawing up the prospectus, referred to in Article 12, gives its consent to its use through a written agreement.

Article 8 – Publication of Information Documents Other Than Prospectuses

  1. When a public offer of FINANCIAL PRODUCTS falls outside the scope of application of this regulation or is exempted from the obligation to publish the prospectus, the OFFEROR may nevertheless voluntarily draw up an information prospectus, in compliance with the provisions of this regulation.
  2. If the prospectus referred to in the previous paragraph is nevertheless submitted for approval by BCSM, the approval entails the application of all rights and obligations provided for an information prospectus drawn up mandatorily, as well as all provisions of this regulation.
  3. The prospectus drawn up pursuant to this article that is not approved by BCSM is simply called "accompanying illustrative report" and may be published provided that adequate graphic warning is given that "this [present] document is not approved by the Central Bank of the Republic of San Marino."

Article 9 – Right of Withdrawal.

  1. Pursuant to the combined provisions of Article 108, paragraph 4, and Article 64, paragraphs 5 and 6, of LISF, the saver who has adhered to an INVESTMENT SOLICITATION has the right to withdraw by written communication to be sent to the OFFEROR within seven days from the subscription of the adherence form to the INVESTMENT SOLICITATION or from the eventual mandatory publication of a supplement to the information prospectus referred to in the following Article 15. The saver's communication must indicate the methods for the return of the sums due.
  2. If the news of the withdrawal reaches the OFFEROR before the settlement date, the exercise of the right of withdrawal cannot entail expenses for the withdrawer. If instead the news of the withdrawal reaches the OFFEROR after the settlement date, the OFFEROR returns to the withdrawer the sums relating to the nominal value of the invested capital, with the right to retain part of the sums as commissions or administrative expenses, provided that these have been analytically indicated in the adherence form to the INVESTMENT SOLICITATION.
  3. The existence of the right of withdrawal and the methods for its exercise must be expressly indicated in the adherence form to the INVESTMENT SOLICITATION. In the absence thereof, the contract is null and void pursuant to and for the effects of Article 64 of LISF.

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PART II INFORMATION PROSPECTUS

Article 10 – Structure of the Information Prospectus.

  1. The information prospectus is a single document, drawn up in Italian, and is composed of the following three parts: a) SUMMARY NOTE which provides the main information that investors need to understand the nature and risks of the issuer, the guarantor and the FINANCIAL PRODUCTS that are offered, as per the standard model in Annex I; b) INFORMATION NOTE which contains the final terms of the offer, i.e., the information, characteristics and risks connected to the FINANCIAL PRODUCTS that will be offered, as per the standard model in Annex II; c) REGISTRATION DOCUMENT which provides in-depth information on the ISSUER, describes its activity and the risks connected to it and presents more detailed information on any guarantors, as per the standard model in Annex III; along with the ADHERENCE FORM to be used for the subscription of the FINANCIAL PRODUCT, also for the purposes of the previous Article 9, as per the standard model in Annex IV.
  2. The information prospectus contains the information that, depending on the characteristics of the FINANCIAL PRODUCTS and the ISSUERS, is necessary for savers to proceed with a well-founded evaluation: a) on the FINANCIAL PRODUCTS subject to the SOLICITATION and their related rights; b) on the asset situation, economic results, financial situation and prospects of the ISSUER's activity, and of any guarantors, also following the issuance; c) on the risks connected to the FINANCIAL PRODUCTS and the ISSUER.
  3. The information prospectus is drawn up accurately and all information contained is presented in a clear and easily analyzable and understandable form, taking into account the purpose represented in the previous paragraph and simplifying technical jargon as much as possible.
  4. The information prospectus is presented and structured in such a way as to be clear and easy to read and has legible character sizes, with a medium size of at least 1.2 millimeters. Save for what is provided in the following paragraph, in the choice of colors, it must be verified that the prospectus does not become difficult to read when printed or photocopied in black and white.
  5. The risk level of the financial product is also indicated through the use of any legal design and a traffic-light color legend: to each risk factor presented in the Summary Note is associated a badge (with a diameter of at least 10 mm) which, depending on the level recognized for the PRESENTED FINANCIAL PRODUCT, must assume a different color (green for low risk, light blue for medium-low risk, yellow for medium risk, orange for medium-high risk and red for high risk).
  6. The summary note must have a maximum length of 7 A4 pages, with at least 2 centimeters of margin on each side.
  7. The final terms of the offer provide information relating to the FINANCIAL PRODUCT, in particular indicating its quantitative characteristics, the risks connected to subscription and holding, the circulation regime, the quotation and secondary market, the reimbursement and the eventual possibility of non-reimbursement.
  8. The information prospectus may contain "by reference" information in the manner provided for in Article 19 of Regulation (EU) No. 2017/1129 of 14 June 2017 and subsequent amendments. Mandatory reference is instead that concerning the details of the prior authorization for publication obtained from BCSM.

Article 11 – Supplementary Information

  1. For particular types of FINANCIAL PRODUCTS, BCSM may require that the information prospectus contain supplementary data compared to those presented in the previous articles.

Article 12 – Attestation by Responsible Parties.

  1. Save for what is provided for in Article 137 of LISF, the information prospectus is attached with an attestation by the responsible parties (in the case of legal persons coinciding with the Chairman of the Board of Directors and the Chairman of the Board of Statutory Auditors) of the drawing up of the information prospectus which certifies that, to the best of their knowledge, the information in the prospectus is in conformity with the facts and that there are no omissions that would alter its meaning.

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PART III PROCEDURE FOR AUTHORIZATION TO PUBLISH THE INFORMATION PROSPECTUS

Article 13 – Application for Authorization to Publish the Prospectus

  1. OFFERORS must submit an application to BCSM to obtain, pursuant to Article 107, paragraph 3, of LISF, the authorization for the publication of the information prospectus.
  2. The authorization applications referred to in the previous paragraph 1 are signed by the legal representative or by a delegate, are addressed to BCSM and drawn up in Italian. If documents or certifications in another language, other than English, are attached, a sworn translation into Italian must be provided.
  3. The authorization applications must be accompanied by the following documentation: a) draft of the information prospectus drawn up in accordance with the criteria indicated in the previous articles; b) copy of the resolution adopted by the competent corporate bodies of the

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issuer, authorizing the submission of the application and the publication of the prospectus; c) power of attorney, if the application is signed by a delegate; d) proof of payment of the fees due for the authorization procedure. 4. The application must be submitted electronically via the dedicated portal on the BCSM website, or by registered mail with return receipt, or by hand delivery against receipt.

Article 14 – Procedure and Time Limits for Authorization

  1. Upon receipt of the complete application, BCSM will verify the completeness of the documentation and the conformity of the prospectus with the provisions of this Regulation.
  2. If the documentation is incomplete or non-compliant, BCSM will request the integration or correction of the application within the time limit indicated in the request. Failure to comply with the request within the indicated time limit will result in the rejection of the application.
  3. BCSM will issue its decision on the authorization within thirty days from the receipt of the complete application. This time limit may be extended by another thirty days if BCSM deems it necessary to request further clarifications or additional information from the applicant.
  4. If BCSM does not issue a decision within the time limits provided for in paragraphs 3 and 4, the authorization is deemed granted.
  5. The authorization to publish the prospectus is valid for twelve months from the date of issuance. If the prospectus is not published within this period, the authorization expires and a new application must be submitted.
  6. The authorization may be revoked by BCSM if it is discovered that the prospectus contains false, misleading or incomplete information, or if the issuer or offeror fails to comply with the obligations provided for by this Regulation.

Article 15 – Supplements to the Information Prospectus

  1. During the validity of the authorization, if significant new facts, material errors or inaccuracies affecting the information contained in the prospectus arise, the issuer or offeror must draw up a supplement to the prospectus.
  2. The supplement must be submitted to BCSM for approval before publication.
  3. The provisions of Articles 10, 11 and 12 apply mutatis mutandis to the supplement.
  4. The supplement must be published in the same manner as the original prospectus.
  5. If the supplement contains information that significantly alters the risk profile of the financial product, investors who have already subscribed may exercise their right of withdrawal within seven days from the publication of the supplement.

Article 16 – Criteria for Evaluation

  1. In evaluating the application for authorization, BCSM will verify: a) the completeness and accuracy of the information contained in the prospectus; b) the clarity and comprehensibility of the language used; c) the conformity of the prospectus with the provisions of this Regulation and with the applicable laws; d) the adequacy of the risk warnings and the information on the rights of investors.
  2. BCSM may request the applicant to provide additional information or clarifications deemed necessary for the evaluation.
  3. The evaluation by BCSM does not constitute a guarantee of the quality or profitability of the financial products offered.

Article 17 – Publication of the Information Prospectus.

  1. Once the authorization has been obtained, the prospectus must be published on the website of the issuer or offeror and on the website of BCSM.
  2. The prospectus must also be made available to investors free of charge upon request.
  3. The prospectus must be published in Italian. If the prospectus is also published in another language, the Italian version prevails in case of discrepancies.
  4. The prospectus must remain available on the websites for at least five years from the date of publication.
  5. Any changes to the prospectus after publication must be communicated to BCSM and published on the websites referred to in paragraph 1.

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  1. The publication of the prospectus must be accompanied by a notice indicating the date of publication, the date of expiry of the authorization, and the contact details for obtaining the prospectus.
  2. The issuer or offeror must ensure that the prospectus is easily accessible and searchable on the website.
  3. In case of non-compliance with the publication obligations, BCSM may impose administrative sanctions as provided for by law.

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PART IV TRANSITIONAL AND FINAL PROVISIONS

Article 18 – Regime for Modification of Annexes.

  1. The Annexes to this Regulation may be modified by BCSM through specific provisions, without the need for a new Regulation, provided that such modifications do not alter the essential principles of this Regulation.
  2. The modifications to the Annexes will be published on the BCSM website and will enter into force thirty days after publication.

Article 19 – Repeals.

  1. Regulation No. 2018-01 on Investment Solicitation is repealed.
  2. Any other provisions contrary to this Regulation are repealed.

Article 20 – Transitional Provisions.

  1. Investment solicitations initiated before the entry into force of this Regulation are subject to the provisions of the previous Regulation No. 2018-01.
  2. For investment solicitations initiated before the entry into force of this Regulation but not yet concluded, the issuer or offeror may choose to comply with the provisions of this Regulation.
  3. Applications for authorization submitted before the entry into force of this Regulation will be evaluated according to the provisions of the previous Regulation No. 2018-01.

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ANNEX I SUMMARY NOTE

  1. General Information 1.1. Name of the Issuer 1.2. Registered Office 1.3. Legal Form 1.4. Main Activity 1.5. Contact Information

  2. Summary of the Financial Product 2.1. Type of Financial Product 2.2. Issuer 2.3. Guarantor (if any) 2.4. Maturity Date 2.5. Interest Rate / Yield 2.6. Payment Frequency 2.7. Currency

  3. Risk Factors 3.1. Credit Risk 3.2. Market Risk 3.3. Liquidity Risk 3.4. Interest Rate Risk 3.5. Other Risks

  4. Costs 4.1. Issuance Costs 4.2. Management Fees 4.3. Other Costs

  5. Tax Treatment 5.1. Withholding Tax 5.2. Other Taxes

  6. Rights of Investors 6.1. Right to Information 6.2. Right to Withdraw 6.3. Right to Participate in General Meetings (if applicable)

  7. Dispute Resolution 7.1. Applicable Law 7.2. Jurisdiction

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ANNEX II INFORMATION NOTE

  1. Introduction 1.1. Purpose of this Document 1.2. Important Notice

  2. Description of the Financial Product 2.1. Legal Structure 2.2. Economic Features 2.3. Subscription Process 2.4. Redemption Process

  3. Risk Analysis 3.1. Detailed Risk Factors 3.2. Risk Mitigation Measures 3.3. Risk Rating

  4. Financial Information 4.1. Historical Performance (if applicable) 4.2. Projections (if applicable) 4.3. Financial Statements

  5. Issuer Information 5.1. Corporate Governance 5.2. Management Team 5.3. Shareholding Structure

  6. Guarantor Information (if applicable) 6.1. Corporate Profile 6.2. Financial Strength 6.3. Guarantee Terms

  7. Market Information 7.1. Secondary Market (if applicable) 7.2. Liquidity Providers (if applicable)

  8. Subscription Details 8.1. Minimum Investment Amount 8.2. Subscription Period 8.3. Payment Methods

  9. Tax Information 9.1. Tax Residency 9.2. Reporting Obligations

  10. Legal and Regulatory Information 10.1. Applicable Laws 10.2. Regulatory Supervision

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ANNEX III REGISTRATION DOCUMENT

  1. Corporate Information 1.1. Legal Name 1.2. Registration Number 1.3. Date of Incorporation 1.4. Registered Office 1.5. Legal Form 1.6. Share Capital

  2. Corporate Governance 2.1. Board of Directors 2.2. Management Team 2.3. Board of Statutory Auditors 2.4. Committees

  3. Business Activity 3.1. Main Activities 3.2. Market Position 3.3. Competitive Advantages 3.4. Strategic Objectives

  4. Financial Information 4.1. Audited Financial Statements (Last 3 Years) 4.2. Management Discussion and Analysis 4.3. Risk Management Policies

  5. Legal Proceedings 5.1. Pending Litigation 5.2. Regulatory Sanctions

  6. Related Party Transactions 6.1. Description of Transactions 6.2. Impact on Financial Position

  7. Environmental, Social and Governance (ESG) Information (if applicable) 7.1. Environmental Policies 7.2. Social Responsibility 7.3. Governance Practices

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ANNEX IV ADHERENCE FORM

  1. Investor Information 1.1. Full Name / Company Name 1.2. Tax Code / VAT Number 1.3. Address 1.4. Contact Details 1.5. Professional Status (Retail / Professional)

  2. Product Details 2.1. Name of Financial Product 2.2. ISIN Code (if applicable) 2.3. Amount to Invest 2.4. Currency

  3. Declarations 3.1. Acknowledgement of Receipt of Prospectus 3.2. Understanding of Risks 3.3. Suitability Assessment (if applicable) 3.4. Consent to Data Processing

  4. Subscription Instructions 4.1. Payment Method 4.2. Bank Account Details

  5. Right of Withdrawal 5.1. Acknowledgement of Right to Withdraw within 7 Days 5.2. Instructions for Exercise of Right

  6. Signatures 6.1. Investor Signature 6.2. Date 6.3. Place

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