Internal dealing and market abuse
In the context of the procedures relating to the Market Abuse Regulations the procedure for the fulfilment of internal dealing obligations governs disclosure obligations relating to transactions on Italgas’ financial instruments carried out by Relevant Persons in order to ensure greater transparency towards the market and adequate preventive measures against market abuse and, in particular, against insider trading.
In the context of the procedures relating to the Market Abuse Regulations (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse – Market Abuse Regulation), the procedure for the fulfilment of internal dealing obligations governs disclosure obligations relating to transactions on Italgas’ financial instruments carried out by Relevant Persons (hereinafter, also the “Procedure”), in order to ensure greater transparency towards the market and adequate preventive measures against market abuse and, in particular, against insider trading.
The regulations in fact required Relevant Persons, as identified by the Procedure itself, to promptly notify the market and Consob of any transaction on the Company’s financial instruments considered relevant under Consob regulations and the Procedure.
Relevant persons
Relevant Persons shall mean Relevant Parties together with Persons Closely Associated with Relevant Parties.
For the purposes of the procedure, the following are considered as Relevant Parties: (i) MAR Relevant Parties and (ii) Relevant Shareholders.
Relevant Shareholders are those who hold a stakean equity investment, calculated pursuant to Article 118 of the Issuers’ Regulation, amounting to at least 10% of the company’s share capital, represented by voting shares, as well as any other subject that controls the company.
The following are considered as Persons Closely Associated with Relevant Parties: (i) persons closely associated with MAR Relevant Parties and (ii) persons closely associated with Relevant Shareholders.
For more information on the types of relevant transactions, see the specific paragraphs of the Procedure.
The list of internal dealing disclosures made since 2016 is set out below.
Relevant Transactions
Relevant person | Position | Date of transaction | Transaction | No. of shares |
Marco Barra Caracciolo | Chairman and Chief Executive Officer Bludigit S.p.A. | 10/03/2023 | C | 11,846 |
Raffaella Marcuccio | Head of Procurement & Material Management | 10/03/2023 | C | 9,507 |
Chiara Ganz | Head of External Relations and Communications | 10/03/2023 | C | 8,838 |
Paolo Gallo | Chief Executive Officer | 09/03/2023 | B | 160,613 |
Pietro Durante | Chief Human Resources and Organisation Officer | 09/03/2023 | B | 25,226 |
Marco Barra Caracciolo | Chairman and Chief Executive Officer Bludigit S.p.A. | 09/03/2023 | B | 24,956 |
Gianfranco Amoroso | Chief Financial Officer | 09/03/2023 | B | 22,489 |
Raffaella Marcuccio | Head of Procurement & Material Management | 09/03/2023 | B | 20,457 |
Chiara Ganz | Head of External Relations and Communications | 09/03/2023 | B | 18,620 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 09/03/2023 | B | 17,701 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 14/12/2022 | D | 38,930 |
Marco Barra Caracciolo | Chairman and Chief Executive Officer Bludigit S.p.A. | 10/05/2022 | D | 1,000 |
Marco Barra Caracciolo | Chairman and Chief Executive Officer Bludigit S.p.A. | 09/05/2022 | D | 3,000 |
Alessio Minutoli | Manager of Legal and Corporate Affairs and Compliance | 11/03/2022 | D | 20,609 |
Gianfranco Amoroso | Chief Financial Officer | 10/03/2022 | C | 10,229 |
Raffaella Marcuccio | Head of Procurement & Material Management | 10/03/2022 | C | 9,113 |
Chiara Ganz | Head of External Relations and Communications | 10/03/2022 | C | 7,817 |
Paolo Gallo | Chief Executive Officer | 09/03/2022 | B | 147,430 |
Gianfranco Amoroso | Chief Financial Officer | 09/03/2022 | B | 23,009 |
Alessio Minutoli | Manager of Legal and Corporate Affairs and Compliance | 09/03/2022 | B | 20,609 |
Raffaella Marcuccio | Head of Procurement & Material Management | 09/03/2022 | B | 20,498 |
Chiara Ganz | Head of External Relations and Communications | 09/03/2022 | B | 17,583 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 09/03/2022 | B | 13,849 |
Alessio Minutoli | Manager of Legal and Corporate Affairs and Compliance | 09/04/2021 | D | 5,000 |
Alessio Minutoli | Manager of Legal and Corporate Affairs and Compliance | 25/03/2021 | D | 5,000 |
Alessio Minutoli | Manager of Legal and Corporate Affairs and Compliance | 18/03/2021 | D | 11,045 |
Antonio Paccioretti | General Manager of Finance and Services | 11/03/2021 | C | 35,308 |
Raffaella Marcuccio | Head of Procurement & Material Management | 11/03/2021 | C | 10,673 |
Chiara Ganz | Head of External Relations and Communications | 11/03/2021 | C | 8,287 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 11/03/2021 | C | 7,599 |
Paolo Gallo | Chief Executive Officer | 10/03/2021 | B | 191,432 |
Alessio Minutoli | Head of Legal, Corporate Affairs and Compliance | 10/03/2021 | B | 21,045 |
Antonio Paccioretti | General Manager of Finance and Services | 10/03/2021 | B | 81,599 |
Raffaella Marcuccio | Head of Procurement & Material Management | 10/03/2021 | B | 24,666 |
Chiara Ganz | Head of External Relations and Communications | 10/03/2021 | B | 19,152 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 10/03/2021 | B | 17,560 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 18/10/2018 | A | 3,000 |
Nunziangelo Ferrulli | Head of Institutional Relations and Regulatory Affairs | 30/05/2018 | A | 1,120 |
Antonio Paccioretti | General Manager of Finance and Services | 11/11/2016 | A | 10,000 |
Paolo Gallo | Chief Executive Officer | 10/11/2016 | A | 10,000 |
Antonio Paccioretti | General Manager of Finance and Services | 10/11/2016 | A | 10,000 |
A= Purchase
B= Other – Free allocation of Italgas S.p.A. ordinary shares following the accrual of rights assigned pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018.
C= Sale of Italgas S.p.A. ordinary shares allocated free of charge pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018, to cover tax charges (“sell to cover”) related to this allocation in accordance with the Plan.
D= Sale of ordinary shares in Italgas S.p.A.
Shareholdings of directors, statutory auditors and executives with strategic responsibilities
Subject | Shares purchased in 2020 | Shares sold in 2020 | Shares as at 31 December 2020 | Shares | Shares sold in 2021 | Shares as at 31 December 2021 | Shares | Shares sold in 2022 | Shares as at 31 December 2022 |
Paolo Gallo Chief Executive Officer | 0 | 0 | 14,000 | 191,432 | 0 | 205,432 | 147.430 (**) | 0 | 350.862 |
Executives with strategic responsibilities | 1,000 | 0 | 45,787 | 164,022 (*) | 82,912 (*) | 72,462 | 95.548 (**) | 90.698 (**) | 77.312 |
(*) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For theExecutives with strategic responsibilities 61.867 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with the assignment in accordance with the Plan; while 21.045 shares were sold as ordinary Italgas shares.
(**) Free assignment of Italgas S.p.A. ordinary shares following the accrual of rights allocated pursuant to the “2018-2020 Co-Investment Plan” approved by the Shareholders’ Meeting of 19 April 2018. For the Executives with strategic responsibilitie 27,159 shares were sold as ordinary shares to cover the tax charges (“sell to cover”) associated with this assignment in accordance with the Plan; while 63,539 shares were sold as ordinary Italgas shares.
Subject | Shares as at 31 December 2016 | Shares purchased in 2017 | Shares sold in 2017 | Shares as at 31 December 2017 | Shares purchased in 2018 | Shares sold in 2018 | Shares as at 31 December 2018 | Shares purchased in 2019 | Shares sold in 2019 | Shares as at 31 December 2019 |
Paolo Gallo1 Chief Executive Officer | 14,000 | 0 | 0 | 14,000 | 0 | 0 | 14,000 | 0 | 0 | 14,000 |
Executives with strategic responsibilities | 27,510 | 778 | 0 | 28,288 | 16,499 | 0 | 44,787 | 0 | 0 | 44,787 |
1 of which 12,000 in person and 2,000 by the spouse
Reference documents