Article 195. Obligations of special purpose companies.

1. Special purpose companies may issue bonds and debt securities, also in derogation of the limits set out in articles 2412 and 2483 of the civil code, as long as they are intended for subscription by institutional investors and professional clients indicated in article 6, paragraphs 2-quinquies and 2-sexies, of the consolidated text of the provisions on financial intermediation, pursuant to legislative decree 24 February 1998, n. 58, and in the implementing regulations or of their parent companies and subsidiaries pursuant to article 1, paragraphs 6-bis.1 and 6-bis.2 of the same consolidated act referred to in legislative decree no. 58 of 1998. The bonds and debt securities referred to in the first period can be dematerialized and cannot be transferred to parties who are not institutional investors or professional clients. In relation to the securities issued pursuant to this article, articles 2413, 2414-bis, first and second paragraphs, and from 2415 to 2420 of the civil code do not apply. 2. The issuing of bonds is permitted exclusively to finance or refinance the debt previously contracted for the construction of the infrastructure or works connected to the public utility service. 3. The offer documentation clearly and evidently contains the warning regarding the degree of risk associated with the operation. 4. The placement of the bonds and other debt securities issued by the special purpose company takes place within the maximum term of eighteen months, or in the shorter period set by the concession contract, after which the contract is automatically terminated unless, in the meantime, other forms of financing. 5. The bonds and debt securities, until the start of management of the infrastructure by the concessionaire, or until the maturity of the bonds and securities themselves, can be guaranteed according to methods regulated by decree of the Minister of economy and finance, in agreement with the Minister of Infrastructure and Transport, to be adopted within six months of the date of entry into force of the code. Until the entry into force of this decree, the decree of the Minister of Economy and Finance dated 7 August 2012, published in the Official Gazette of the Italian Republic no., applies. 210 of 8 September 2012. 6. The provisions referred to in paragraphs 1, 2, 3 and 5 also apply to companies operating in the management of the services referred to in article 3-bis of the legislative decree of 13 August 2011, n. . 138, converted, with amendments, by law 14 September 2011, n. 148, to the companies holding the authorizations for the construction of gas transport infrastructures and storage concessions referred to in articles 9 and 11 of the legislative decree of 23 May 2000, n. 164, to the companies holding the authorizations for the construction of infrastructures forming part of the development plan of the national electricity transmission network, to the companies holding the authorizations for the construction of electronic communications networks referred to in the electronic communications code, of which to the legislative decree of 1 August 2003, n. 259 and to the companies holding individual licenses for the installation and supply of public telecommunications networks referred to in the aforementioned electronic communications code, as well as to those holding the authorizations referred to in Article 46 of the Legislative Decree of 1 October 2007, n. 159, converted, with amendments, by law 29 November 2007, n. 222. For the purposes relating to the application of this paragraph, the decree referred to in paragraph 5 is adopted in agreement with the Minister of Business and Made in Italy. 7. Real guarantees, personal guarantees and guarantees of any other nature, including credit assignments for the purpose of guarantee which back bonds and debt securities, may be established in favor of the subscribers or even of their representative who will be entitled to exercise in the name and on behalf of the subscribers all rights, both substantive and procedural, relating to the same guarantees. EFFECTIVE FROM: 1 July 2023