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Newsletter


News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more abusive websites
The sixth edition of Financial Education Month gets underway
EEMS: Consob approves the prospectus highlighting the risk factors
ePrice: supplement to the prospectus approved
ESMA, the 2024 programme between digitisation and green transition
EU, consultation on the Sustainable Finance Disclosure Regulation (SFDR) gets underway
Changes at the top of Consob's structure
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 Authority availed itself of the powers deriving from the “Decreto crescita” ("Growth Decree"; Law no. 58 of 28 June 2019, Article no. 36, paragraph 2-terdecies), on the basis of which Consob can order Internet service providers to block access from Italy to websites offering financial services without the proper authorization.

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

  • “Stockplus-it.com” (website https://stockplus-it.com and related page https://client.stockplus-it.com);
  • “Alfacapitalmarketsltd” (website https://alfacapitalmarketsltd.com and related page https://account.alfacapitalmarketsltd.com);
  • “Fintech Market” (website https://fintechmarket-consulting.com and related page https://cfd.fintechmarket-consulting.com);
  • “AfexEU” (website https://afexeu.com and related pages https://client.afexeu.com and https://trade.afexeu.com);
  • “Aiontrader” (website https://aiontrader.com and related pages https://client.aiontrader.com and https://client1.aiontrader.com).

The number of websites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 940.

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 behaviors, essential to safeguard their savings: these include, for websites that offer financial services, checking in advance that the operator with whom they are investing is authorized, and, for offers of financial products, that a prospectus has been published.

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

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The sixth edition of Financial Education Month began on 1st October. The appointment is promoted by the Committee for the planning and coordination of financial education activities (Edufin Committee).

The new Committee will take office on 9 October, whose members include: Donato Masciandaro (Bocconi University, Director), Stefano Cappiello (Ministry of the Economy and Finance), Gianfrancesco Romeo (Ministry of Enterprises and Made in Italy), Luca Tucci (Ministry of Education and Merit), Mauro Nori (Ministry of Labour and Social Policies), Alessandra Staderini (Bank of Italy), Elisabetta Cafiero (CONSOB), Alessandra Caretta (COVIP), Maria Luisa Cavina (IVASS), Mauro Maria Marino (OCF), Stefano San (National Council of Consumers and Users).

The Month will bring events and initiatives to promote the development and learning of financial, insurance and social security knowledge and skills throughout Italy.

The event programme includes seminars, lectures, webinars, games, educational workshops and free in-person and online performances on the topic of managing and planning personal and family financial resources.

Like every year, the initiatives will open with World Investor Week (WIW, from 2 to 8 October) and continue with Social Security Education Week (from 9 to 14 October) and Insurance Education Day (19 October).

To register for the 2023 Financial Education Month events, please consult the calendar on the Committee's website www.quellocheconta.gov.it.

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Consob approved the prospectus for the EEMS Italia Spa capital increase to service the convertible debenture loan reserved for Negma Group Limited ("Negma"), approved by the Extraordinary Shareholders' Meeting of 24 October 2022, whilst highlighting the risks relating to the issuer's economic and financial situation.

On 13 September 2022, EEMS signed an investment agreement with Negma concerning a financing scheme for the company through the issuance of a convertible debenture loan (POC) in EEMS ordinary shares, consisting of convertible bonds with a nominal amount of EUR 10,000 each, for a total maximum amount of EUR 20 million.

EEMS itself, in a statement released on 28 September 2023, refers to the "risk factors" highlighted by Consob and relating to the issuer's economic and financial situation and to the financial instruments subject to admission to trading: it states that "the investment in EEMS shares is highly risky", and that "the prospect of the issuer's and the group's ability to continue as a going concern is closely linked to both the ability to raise sufficient financial resources to meet the group's overall net financial requirements for the twelve months following the date of the prospectus (the estimate of such financial requirements is 7,438 thousand), and to the ability to implement the 2023-2027 Business Plan in accordance with the timeframes and measures indicated therein.

It should be noted that the 2023-2027 Business Plan is characterised by assumptions with a high degree of uncertainty.

Furthermore, it should be noted that the POC referred to in the investment agreement "although representing the main measure identified by the issuer to raise the necessary financial resources for the above purposes, is not sufficient to cover the group's overall net financial requirements for the twelve months following the date of the prospectus and to finance the actions of the Plan, as the issuer will have to resort in addition to borrowing".

The investment agreement provides for Negma's commitment to subscribe the bonds (20 tranches, each equal to EUR 1 million) over a period of 24 months (extendable up to 36 months at the company's request) starting on 31 October 2022, the issue date of the first tranche of bonds by the company.

The subscription price of each tranche of bonds is equal to 100% of the nominal amount of the bonds being subscribed, and thus, in total, to a nominal amount of EUR 1 million. Each bond has a maturity of 12 months from its issue date ("maturity date") and is interest-free.

As at the date of the prospectus, in response to the requests for conversion of the POC reserved for Negma, the issuer has

issued a total of 108,814,786 new ordinary shares (first, second, third tranche and half of the fourth tranche), equal to 19.64% of the share capital with voting rights, with no indication of the face value. These shares have already been admitted to trading exempt from the prospectus requirement.

The admission of the new shares to trading will allow the company to continue to implement the investment agreement - the admission of the shares being preparatory to the conversion of the POC.

The admission to trading transaction described in the prospectus does not involve a simultaneous offer of financial instruments for subscription and, therefore, following admission to trading of the shares, no new financial resources are envisaged for the issuer arising from the transaction.

The issuer is part of Gruppo Industrie Riunite Srl (Gir) whose strategies focus on the development of the energy and financial business. On 12 January 2022, EEMS began its operations as a wholesaler eligible for free market activities in the field of electricity, gas and any other energy carrier.

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Consob approved the supplement to the prospectus published on 28 June 2023, (see "Consob Informa" no. 23/2023), regarding the admission to trading on Euronext Milan of the ePrice Spa shares arising from a reserved capital increase to service the conversion of an ePrice 2021-2023 convertible debenture loan, as part of the agreement signed with Negma (POC).

The supplement became necessary in view of:

  1. the non-payment of the amount owed to creditors not party to the restructuring agreements and the non-payment of the first two instalments under the agreements reached with creditors party to the restructuring agreements, due to delays in the signing of the POC as a result of the discussions with Negma;
  2. the signing of an agreement amending the investment agreement signed with Negma (so-called amendment);
  3. the start of negotiations with creditors in order to submit the new payment schedules for the issuer's debts, aligned with the dynamics of the POC drawdowns according to the amendment, to them.

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ESMA, the European Union's Financial Markets Regulatory and Supervisory Authority, published its work programme for 2024 on 28 September, in which it pledged to promote, even in a macroeconomic environment of high inflation, acute geopolitical tensions and rapid technological change, effective regulation and supervision of the European capital markets while maintaining its digitisation and environmental sustainability objectives.

Those objectives include finalising the regulatory framework under MiCA (Markets in Crypto-Assets) and strengthening investor protection in the crypto-asset market. The parallel authorisation of the first "Consolidated Tape Providers" is intended to help increase transparency by favouring a single source of data in the Union's financial markets.

As emphasised by ESMA's Chair, Verena Ross, the election of the new European Parliament and the new Commission next June will involve a commitment by ESMA to support those priorities with "technical" advice and input on the main legislative initiatives of interest to the Authority.

As far as sustainable finance is concerned, ESMA intends to develop standards under the new European green bond regulation in 2024 and to present its final report on greenwashing. In the area of digital finance, ESMA will then conclude its work on technical standards and guidelines in connection with the MiCA Regulation and the Digital Operational Resilience Act (DORA).

From the point of view of financial stability and investor protection, ESMA intends to act in the area of asset management, within the framework of the recently concluded revisions of the directives on Alternative Investment Fund Managers (AIFMD), Undertakings for Collective Investment in Transferable Securities (UCITS) and the Central Securities Depositories Regulation (CSDR).

The ongoing revisions of the European Market Infrastructure Regulation (EMIR) and the new listing law could also lead to new mandates for ESMA in 2024.

In relation to investor protection, ESMA will contribute to the finalisation/implementation of the new retail investment strategy and, in 2024, will also assess whether the national competition Authorities have brought about sufficient improvements in the surveillance of cross-border activities of investment firms.

Moreover, ESMA will engage with retail investors in close liaison with the National Competent Authorities (NCAs), to improve investor understanding, complementing and amplifying their actions and messages.

In 2024, ESMA also plans to continue adapting its market surveillance efforts to be ready for the entry into force of DORA in 2025 and to begin the process of selecting and authorising Consolidated Tape Providers (CTP) in the Union. ESMA will also develop the technical standards for the European Single Access Point (ESAP) and continue to prepare the necessary IT infrastructure to support it.

Finally, a key part of the 2023-2028 ESMA strategy is the effective use of data and information and communication technologies. Indeed, the Authority will work to further improve the overall quality of all market surveillance data and to increase the ability to share and analyse such data, in close cooperation with National Competition Authorities and other European authorities.

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On 14 September, the EU Commission launched a targeted consultation on the Sustainable Finance Disclosure Regulation 2019/2088 (SFDR). The Regulation, which became applicable as of 10 March 2021, introduced new transparency disclosure obligations regarding sustainability for certain types of intermediaries concerning, among other things, the methods adopted for the integration of sustainability risks into investment choices and advisory activities, as well as specific disclosure obligations with reference to financial products that promote environmental or social characteristics, or that have sustainable investments as defined by the regulation.

The European Commission intends to gather input, by means of the "targeted" consultation, from public Authorities and stakeholders who are most familiar with the Regulation and the EU regulatory framework on sustainable finance, including in particular financial market participants and financial advisors who are subject to disclosure obligations, investors, NGOs, and national competent authorities.

The main topics of the consultation are:

a) the implementation of the Regulation's disclosure obligations and the potential difficulties that have arisen during their first application, including in relation to other EU regulations on sustainable finance;

b) some amendments to the Regulation's disclosure obligations;

c) the potential creation of a classification system for financial products covered by the regulation.

The targeted consultation follows statements by EU Commissioner Mairead McGuinness, who had announced a comprehensive review of the regulatory framework at the end of 2022 to assess its potential shortcomings, particularly in the areas of legal certainty, effectiveness of the regulation and its suitability to counteract greenwashing phenomena.

The targeted consultation will be accompanied by a public consultation, open to participation by any interested party. The deadline for the two consultations is 15 December 2023.

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Consob appointed Giampiero Longobardi to the role of Deputy Director General, effective 16 October 2023, for a five-year term (resolution no. 22817 of 27 September 2023).

The role was held temporarily for six months, until 30 September, by Marina Cicchetti. The Director General may, by specific provision, adopted pursuant to Article 27-bis, paragraph 3, of the Regulation on the Organisation and Operation of Consob, delegate the exercise of his functions to the Deputy Director General.

The Commission also appointed Marina Cicchetti as Head of the Internal Control Office (resolution no. 22816 of 27 September 2023), a role she had already previously held.

The Commission also decided to extend the appointment of Tommaso De Vitis as Consob's Head of Corruption Prevention and Transparency until 31 December 2024 (resolution no. 22815 of 27 September 2023).

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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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Consob
Prospectuses
  • The prospectus relating to the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of ordinary EEMS Italia Spa shares arising from a capital increase to service the conversion of a convertible debenture loan reserved to Negma was approved (decision of 27 September 2023).
  • The supplement to the prospectus published on 28 June 2023 relating to the admission to trading on Euronext Milan of ePrice Spa shares arising from a reserved capital increase to service the conversion of an ePrice 2021-2023 convertible debenture loan as part of the agreement signed with Negma was approved (decision of 27 September 2023).
  • The registration document relating to an offer of securities other than equity securities aimed at retail investors issued by Banca Profilo Spa was approved (decision of 27 June 2023).
  • Pursuant to Article 44 of Legislative Decree No. 58/1998, the marketing in Italy was approved of the units of the "FAI Progetto Italia II" sub-fund of the non-reserved closed-end multi-compartment AIF (Alternative Investment Fund) "FAI Progetto Italia", operated by Fideuram - Intesa Sanpaolo Private Banking Asset Management Sgr Spa (decision of 27 September 2023).
Combating market abuse (art. 7-octies of the Consolidated Law on Finance)
  • Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of Consolidated Law on Finance, put in place by:

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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.