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Advising Mediobanca on first EMTN program of a bank issuer approved by CONSOB

Mediobanca celebrated its Italian Euro medium term notes (EMTN) on December 18, 2024, with a “ring the bell” event at Palazzo Mezzanotte, attended by representatives from CONSOB and Borsa Italiana. Mediobanca is the first bank to establish an EMTN program with a Base Prospectus entirely drafted in English, approved by CONSOB, and which has received a listing eligibility judgment on the MOT (Electronic Bond Market) from Borsa Italiana.

Mediobanca's EMTN program, for a maximum amount of EUR12 billion, underscores the issuer’s commitment to revitalizing the national bond market through the issuance of Italian law securities for both international and national capital markets. These securitites are issued on a euro medium term notes platform approved by the Italian Authority, intended to be centralized in dematerialized form through Euronext Securities Milan and listed on Borsa Italiana.

This transaction is part of a broader initiative promoted by Borsa Italiana with the full support of CONSOB.  Mediobanca played an active role in institutional and category associations working groups aimed at attracting issuers to the Italian market. A&O Shearman was also actively involved in this initiative, and, in April 2024, the Firm organized a seminar on CONSOB Prospectus Regime, involving the Authority and Borsa Italiana to discuss the implications of the Capital Markets Law, providing an overview on the latest updates in CONSOB rules and practices.

The transaction was led by Mediobanca’s in-house legal team comprising Francesco Vella, head of legal investment banking and capital markets, Federica Monaco, group legal counsel, and the related business units.

The A&O Shearman team advising on the transaction was led by counsel Emiliano La Sala and partner Cristiano Tommasi, supported by senior associate Sarah Capella, associate Marco Mazzurco, consultant Stefania Occhipinti and legal intern Christian Caprari. Counsel Elia Ferdinando Clarizia advised on tax-related matters.

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