Certificate placement focuses on innovation and direct listing

The evolution of financial markets has led to a profound transformation in the way certificates are distributed, starting from the most classic channels and moving on to highly innovative forms. As Paola Leocani of Simmons & Simmons points out, referring to the origins of the primary market: 'We started from the traditional distribution model, which means issuers and third-party networks or even issuers with their own networks. This set-up, which was originally governed by framework placement agreements and specific agreements also regulating commission aspects, was joined over time by the direct trading model (the so-called Direct Listing). Examining this evolution, Leocani points out the legal nature of Direct Listing: "Unlike public offer models (such as the Opv), Direct Listing is a secondary operation that was born that way. The securities are self-subscribed directly by the issuer itself or by a company in its group, ending up in its 'warehouse', to then be subsequently disseminated to the public through normal secondary market mechanisms and prices'. Precisely because of this nature without a placement network, the product requires advertising to be seen by investors.

The effectiveness and success of these multiple models are confirmed by stock exchange data - illustrated by Emanuele Grasso of Euronext -, which show an impressive growth in volumes and number of instruments between 2021 and 2025. New products listed in Private Placement rose from 429 to over 900, those in Direct Listing jumped from 2,890 to an impressive 4,938, while Public Offerings grew from 1,117 to over 2,000. Shifting our attention to the volumes traded on the secondary market, we see that in 2025 alone, public offers generated a countervalue of EUR 16.2 billion, direct listings reached the significant figure of EUR 8 billion, while private placements stood at EUR 0.5 billion. The aggregate result shows that Italy's primary market for investment certificates, driven by these distribution channels, exploded, reaching an all-time high of EUR 31.8 billion placed in 2025, with an average distribution fee of 2.40%.

A crucial aspect in this distribution architecture, especially for direct listing, which was created without a predefined sales network, is the management of marketing and promotion fees. Analyses conducted in Q1 2026 reveal that around 42% of the final documents (510 instruments in direct listings) bear references to marketing activities, with an average explicit fee of 2.5% of the capital. To facilitate promotion by keeping the price stable at the start of trading, the 'forward strike' mechanism, now applied to over 55% of products with marketing fees, has become strategically important. This practice makes it possible to start selling certificates on the secondary market replicating the same dynamics as the primary market, delaying the determination of the strike by an average of about five days and neutralising almost completely the normal price fluctuations due to the trend of the underlying.

The transition to these new market practices has raised unavoidable regulatory and compliance issues, making it essential to distinguish the activity of genuine public offering from that of pure advertising communication. In this regard, Gianluca Vittorioso, Head of Consob's Prospectus Office, recalls the simplification activities implemented by the authority.

Finally, the frontier of financial promotion has expanded to include the digital world and the emerging figure of the fininfluencer, introducing unprecedented challenges in terms of remuneration structures and often conflicts of interest. Fulvia Lucantonio, from Acepi, intervenes outlining the potential of this phenomenon: "The rise of influencers is an opportunity especially for more effective engagement with retail investors and new or different categories that are difficult to approach by distributors through standard channels". Despite this openness, Lucantonio issues a warning about remuneration structures that link compensation to the acquisition of new clients, pointing out that conflicts of interest can become more pronounced in this context. To defend the integrity of the market from the risk of hidden recommendations or manipulative practices, there is a need to ensure transparency: to this end, Enea Franza of Consob recalls the role of complaints to the Aughority and appeals to the Acf.