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News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more abusive websites
Fake Amazon investments, the company recommends Consob anti-scam presidiums
Interest rate risk and economic framework, European Supervisory Authorities increase vigilance
Takeover bid of D360 Holding Spa on shares of Digital360 Spa: Consob approves bid document
Save The Date: 20 October 2023: Conference to present Consob’s Legal Research paper no. 29, entitled “AI and Market Abuse: Do the Laws of Robotics Apply to Financial Transactions?”

Commission decisions taken during the week

N.B. measures adopted by Consob are published in the electronic Bulletin and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.

- NEWS OF THE WEEK-

Consob has ordered the black-out of 5 new websites that offer financial services illegally.

The Commission availed itself of the new powers resulting from the “Decreto Crescita” (“Growth Decree”; Law no. 58 of 28 June 2019, Article 36, paragraph 2-terdecies), on the basis of which Consob may order internet service providers to block access from Italy to websites offering financial services without the proper authorisation.

Below are the sites Consob has ordered to be blacked out:

  • Ether Arena Ltd (www.orionusdeal.com website and its https://clientzone.orionusdeal.com page);
  • ImpresaMarkets (website www.impresamarkets.com);
  • Fx-vita (websitehttps://fx-vita.com and its pages https://panel.fx-vita.com and https://trading.fx-vita.com);
  • Keysreim (websitehttps://keysreim.io and its pages https://client.keysreim.io and https://webtrader.keysreim.io);
  • Bitbinx.ltd (website https://bitbinx.ltd and its page https://trade.bitbinx.ltd).

The number of sites blacked out since July 2019, when Consob was given the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 935.

The measures adopted by Consob can be consulted on the website www.consob.it. The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.

Consob draws investors’ attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one’s savings: these include, for websites that offer financial services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products, that a prospectus has been published.

To this end, Consob would remind you that there is a section on the homepage of its website www.consob.it entitled “Watch for scams!“, providing useful information to warn investors against financially abusive initiatives.

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On its Italian site, in the section ‘Help and Customer Service’, Amazon has published an invitation to refer to the resources made available by Consob to protect oneself against financial scams, such as alleged investment proposals (which were the subject of a recent communication by Consob) that, by leveraging the Amazon brand, ask for sums of money or payment details from investors.

The initiative, which is part of the e-commerce giant’s broader framework of consumer awareness and customer protection activities, follows on from an informative email to all Amazon customers, in which they were invited by the company to protect themselves against scammers who, over the phone, through portals or other channels - posing as ‘Amazon financial services’ - asked for customers’ payment details to ‘invest’ in its shares or other alleged business opportunities.

In the new communication, Amazon invites you to turn to Consob as a “resource for verifying whether a company or domain is legitimate and authorised”, by viewing the list of companies authorised to provide investment services in Italy on the Consob page Investment Firms , and also by using the Watch out for scams! page for further tips on how to protect yourself.

In a communication dated 31 October 2022, Consob warned investors of the risks associated with investment proposals that, by unduly leveraging the reputation of the Amazon brand, envisage unrealistic earning opportunities related to the alleged purchase of shares of the company.These proposals, the subject of advertising campaigns promoted by unidentified parties through the Internet and via telephone, are scams, as they are not really attributable to Amazon and are aimed at the acquisition of personal data and/or sums of money from users.

Amazon, which has already been publishing banners to protect customers against financial scams for about a year, gives examples of the most frequent scams and offers tips on its ‘Help and Customer Service’ page.

Investment scams

  • Scammers contact customers posing as Amazon Financial Services, urging them to provide their payment and billing information in order to “invest” in Amazon shares or “business opportunities” that promise high returns in a short time.

    In this regard, the company points out that“Amazon will never push you to invest or buy shares in a company.We will not ask you to provide payment information for products or services over the telephone. Never accept an offer to buy an investment product that you have not solicited yourself”.

Contest/lottery scams

  • The scammers contact customers pretending to be Amazon, telling them that they have won a prize in a contest. The scammers then ask customers for their personal information and the payment of a sum for “shipping or handling” in order for them to receive the prize or collect the winnings.

    In this regard, the company states that“Amazon will never ask you to provide payment information for products or services over the phone. Never make a payment/share payment details with someone claiming that you have won a prize in a contest in which you did not participate”.

Here are some important tips that Amazon provides to detect scams and protect customers’ accounts and their data:

  1. Rely on Amazon-owned channels. Always consult the Amazon mobile app or website when seeking customer service or technical support, or when looking to make changes to your account.
  2. Be wary of false urgency. Scammers may try to create a sense of urgency to persuade you to do as they ask. Be wary any time someone tries to convince you that you must act now.
  3. Never pay over the phone. Amazon will never ask you to provide payment information for products or services over the phone, including gift cards (or “verification cards”, as some scammers call them).
  4. Verify links first. Legitimate Amazon websites contain “amazon.it”. Go directly to the website to request support with Amazon devices/services, with orders or to make changes to your account.

If you receive communications (calls, messages or emails) that you suspect are not coming from Amazon, the company recommends reporting something at this link “Report something suspicious“.

Amazon therefore recommends visiting the Communications Centre of its website to check the reference emails. For more information on how to stay safe online, we also recommend visiting the “Security and Privacy section“ on the Amazon Customer Service page.

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The three European Supervisory Authorities (ESAs) ensuring micro-prudential supervision warn of the risks to financial stability linked to increased macroeconomic uncertainty, calling on national authorities, investors and financial market participants to be as vigilant as possible and suggesting a series of safeguard actions.

ESMA (European Securities and Markets Authority), EBA (European Banking Authority) and EIOPA (European Insurance and Occupational Pensions Authority) accurately describe risks and vulnerabilities in the report entitled the Joint Committee Report on risks and vulnerabilities in the EU financial system published on 18 September.

Despite the fact that the events of the last few years (Ukrainian crisis, energy crisis, turmoil in medium-sized American banks) have been handled well by financial institutions, the European economy is still going through a phase of great uncertainty that presents real risks to financial stability.

This requires ongoing vigilance by all market participants. Geopolitical risks, inflation and an uncertain macroeconomic outlook all contribute in unison to a fragile economic outlook. While the turmoil in the banking sector has exacerbated the vulnerability of the European financial system to exogenous shocks, the uncertainties in the macroeconomic framework risk generating negative expectations and increased risk aversion. Another relevant issue addressed in the report is the impact of rising interest rates on the financial sector, such as higher net interest income for banks, lower profitability for insurers and liquidity risks for the asset management industry.

In light of this, the three ESAs make some suggestions to national authorities, financial institutions and market participants:

  • closely monitor the development and impact of (a) substantial increases in benchmark interest rates and (b) sudden increases in risk premiums, taking them into account in risk management;
  • prepare for a deterioration of asset quality in the financial sector and, accordingly, continuously monitor the quality of assets and the provisions for losses on loans;
  • closely monitor the impact of inflation risk, not only how it affects - for example - asset quality and asset valuation, but also the increase in expenditure for financing costs due to rising interest rates;
  • pay particular attention to effective risk management and governance arrangements, in relation to liquidity risk and interest rate risk, as highlighted by the recent problems in the banking sector in the US and Switzerland. All of this should ensure that financial institutions are able to remain resilient even in the face of substantial increases in the level of interest rates.

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Consob has approved the document relating to the totalitarian takeover bid (OPA), mandatory under the by-laws of Digital360 Spa (issuer), promoted, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance - TUF), by D360 Holding Spa (bidder) on ordinary shares issued by Digital360 Spa aimed at delisting the issuer (resolution no. 22808 of 20 September 2023).

The shares of Digital360 Spa are listed on the Euronext Growth Milan, an unregulated market.

The issuer’s mission is to support companies and public administration in understanding and implementing digital innovation, facilitating their encounter with technology suppliers.

The bidder is a public limited company, established on 12 May 2023, as a corporate vehicle to finalise the takeover and promote the offer.

In this regard, Digital360, in a press release dated 19 May 2023, announced that the private equity fund Three Hills Capital Partners, through TH Alessandro Srl, had signed a binding investment agreement with certain key shareholders of the issuer (and specifically with Andrea Rangone, Mariano Corso, Alessandro Perego, Gabriele Faggioli and Raffaello Balocco; jointly, the ‘key shareholders’), which provided for, upon the occurrence of the conditions of effectiveness of the same agreement, the contribution to the newly established company D360 Holding, of Digital360 shares held by the key shareholders and additional minority shareholders of the issuer, for a total of 12,724,116 shares, corresponding to 61.7 per cent of the issuer’s share capital (together referred to as the ‘reinvesting shareholders’). According to the terms of the investment agreement, on the date of closing, D360 Holding would also have purchased 2,422,233 Digital360 shares, corresponding to 11.7 per cent of the share capital, from some reinvesting shareholders and certain additional shareholders of the issuer at a selling price of 5.35 euro per share.

As a result of the execution of the investment agreement and further commitments undertaken by additional shareholders of the issuer between 18 July and 26 July 2023 - on the basis of which said parties undertook on the closing date, as the case may be, to contribute to D360 Holding, or to sell to the bidder, under the same economic terms and conditions as the key shareholders, additional shares of the issuer - D360 Holding came to hold 16,228,771 shares of the issuer, representing 79 per cent of Digital360’s share capital (the ‘initial shareholding’), and the obligation arose for D360 Holding, pursuant to Article 106 of the Consolidated Law on Finance (TUF), as referred to in Article 12 of the issuer’s by-laws, to launch a takeover bid for a maximum of 4,321,575 Digital360 shares, representing 21 per cent of the issuer’s share capital, and corresponding to all of the issuer’s outstanding shares less the Digital360 shares, constituting the initial shareholding, held by the bidder.

As at 12 September 2023, the shares purchased by the bidder as of 28 July 2023 amounted to a total of 1,592,838 shares, corresponding to 7.75 per cent of the capital, for a total outlay of 8,509,656 euro.

As at 12 September 2023, the bidder thus holds a total of 17,821,609 shares, or 86.72 per cent of Digital360’s share capital. The shares covered by the offer will therefore amount to a maximum of 2,728,737 shares, corresponding to 13.28% of the issuer’s share capital.

The unit price per share is 5.35 euro. This consideration has been set in accordance with the provisions of Article 106(2) of the Consolidated Law on Finance (TUF), in an amount equal to the price agreed by the bidder for the purchase of the shares by the selling shareholders, and incorporates a premium of 14.2 per cent with respect to the official price of Digital360 shares as at 18 May 2023 (the last stock market trading day prior to the announcement to the market of the signing of the investment agreement). In the event of total subscription to the bid, the maximum overall value of the bid, calculated on the basis of the price and the overall maximum number of shares involved in the bid, will be 14,972,504.65 euro.

The subscription period commences on 25 September and will end on 13 October 2023, with 20 October 2023 as the payment date.

The exclusion of Digital360’s shares from trading on Euronext Growth Milan is one of the objectives of the offer in light of the reasons and future plans relating to the issuer. Consequently, in the event that - following the outcome of the bid, as a result of the acceptance of the bid and of any purchases made outside of the bid in accordance with applicable legislation - the bidder comes to hold a total shareholding of more than 90 per cent of the share capital of the issuer, the bidder has declared its intention not to restore a float sufficient to ensure that Digital360’s shares may be traded as normal, with the consequent application to the bidder of the commitment to buy the remaining shares of the issuer’s shareholders who so request, pursuant to and for the purposes of Article 108, paragraph 2, of the Consolidated Law on Finance (TUF), as applicable pursuant to Article 12 of the issuer’s by-laws, recognising a consideration for each share equal to the bid price.

Additionally, if, following the bid, the bidder comes to hold a total shareholding equal to or greater than 90 per cent of the issuer’s share capital, the bidder has declared its intention to exercise the right to buy the remaining outstanding shares, pursuant to and for the purposes of Article 12 of the issuer’s by-laws, which refers to Article 111 of the Consolidated Law on Finance (TUF).

If, following the outcome of the bid, as a result of the acceptance of the bid and any purchases made outside of the bid in accordance with applicable legislation, the bidder comes to hold a total shareholding of more than 90 per cent of the share capital of the issuer, by exercising its right to buy the shares, it will fulfil its commitment to buy - pursuant to Article 108(2) of the TUF - the shares (if applicable), thus giving rise to a single procedure.

The issuer’s press release, prepared pursuant to the combined provisions referred to in Article 103(3) of the Consolidated Law on Finance (TUF) and Article 39 of the Issuers’ Regulation, approved by the Board of Directors of the issuer, is attached to the bid document and it also contains the opinion of the independent director.

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Consob and the University of Rome Tor Vergata are organising a conference on 20 October 2023, at 9:30 a.m., at ABI, the Italian Banking Association, Scuderie di Palazzo Altieri, Via di Santo Stefano del Cacco, 1 - Rome , for the presentation of Consob’s Legal Research Paper no. 29, entitled “AI and Market Abuse: Do the Laws of Robotics Apply to Financial Transactions?”.

The event will be held face-to-face only.

The proceedings are scheduled to begin at 9.30 a.m. , with a welcome address by the Rector of the University of Rome Tor Vergata, Nathan Levialdi Ghiron and a speech by Gianfranco Trovatore (Consob). A round table is scheduled at 10.00 a.m.: “Legal subjectivity and responsibility of artificial intelligence” with the participation of Salvatore Amato (University of Catania), Francisco Balaguer Callejon (Universidad de Granada and University of Rome Tor Vergata), Mario Palazzi(Public Prosecutor’s Office of Rome), Francesco Mucciarelli(Bocconi University), moderated by Bruno Montanari(Catholic University of the Sacred Heart and University of Catania). At 11.00 a.m., a round table is scheduled on“Supervisory and Regulatory Profiles”, with the participation of Filippo Annunziata(Bocconi University), Giulia Schneider (Catholic University of the Sacred Heart), Guido Scorza (Member of the Italian Data Protection Authority) and Gaetana Natale (Attorney General’s Office), moderated by Paola Lucantoni (University of Rome Tor Vergata). At 12 noon, a presentation is scheduled of research that iscurrently being published on “The New Frontiers of Artificial Intelligence” . At 12.30 p.m. the concluding remarks will be delivered by Raffaele Lener(University of Rome Tor Vergata).

Please confirm your participation by 13 October by scanning the QR Code on the poster or via email to t.poli@consob.it.

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Takeover bids and exchange tender offers
  • The document relating to the totalitarian takeover bid, mandatory under the by-laws of Digital360 Spa, promoted, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance - TUF), by D360 Holding Spa on ordinary shares issued by Digital360 Spa, has been approved (resolution no. 22808 of 20 September 2023).
Prospectuses
  • The supplement to the registration document of Iccrea Banca Spa was approved on 17 March 2023 (decision of 20 September 2023).
Combating market abuse (art. 7-octies of the Consolidated Law on Finance)

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CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Domenico Conti, Laura Ferri, Chiara Tomaiuoli, Alfredo Gloria - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.