Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more unauthorised websites
Second Consob report on the dynamics of sustainable investments and cryptoassets
IOSCO: the recommendations on six key areas of intervention for operators in cryptocurrencies and digital assets have been published
Memorandum of Understanding between the Bank of Italy, AGCM, Consob, ANAC, IVASS and ACN for the acquisition of goods, services and works
Carel capital increase: Consob approves the offer document and the admission to listing of new shares
Changes to COMI's charter and appointment of new members
Policy on requests for sponsorship and authorisation to use the Consob logo
Save The Date: 23 November 2023, 9.30 a.m. ACF/Sapienza University of Rome Conference on "Ordinary Justice and ADR in Financial Markets"
Save The Date: 27 November 2023, 10.00 a.m.-12.00 p.m. - Conference to mark the “International Day for the Elimination of Violence against Women”: FREE TO COUNT - More
financial awareness, less economic violence
Save The Date: 14-15 December 2023, National Cryptography Conference
Commission decisions
Management decision
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 can 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:
- Bitblanco (website www.bitblanco.com and its page https://webtrader.bitblanco.com); Alphascrypto (website www.alphascrypto.uk);
- Billionaire Trade Ltd (website https://billionaire-trade.com and its relative pages https://panel.billionaire-trade.com and https://trading.billionaire-trade.com);
- Infinity Invest (website https://infinityinvest.pro and its pages https://office.infinityinvest.pro and https://trade.infinityinvest.pro);
- CustomhouseCL (website www.customhousecl.com and its pageshttps://client.customhousecl.com and https://platform.tnxtechno.com).
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 970.
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.
Please note, there is a section on the homepage of the www.consob.it website, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.
The high volatility of cryptocurrencies is increasingly characterised as a structural aspect of this type of asset, whose market value, in September 2023, was down by more than 50% on its value at the end of 2021. There is also their high vulnerability to cyberattacks, with around $3.8 billion stolen globally in hacker attacks in 2022, up from $3.3 billion the year before.
These are some of the most significant figures from Consob's annual report ‘Main trends in sustainable investments and cryptoassets', now in its second edition. The same survey also confirms the tendency of euro area companies to have a greater capacity to manage their exposure to ESG risks.
Cryptoassets
In September 2023, the annualised bitcoin return (which together with ether represents more than 60% of the market value of cryptocurrencies) was only slightly higher than the returns of other categories of non-digital assets, but with much greater risk-taking due to their extreme price volatility. That same volatility is also found in inactive cryptocurrencies, i.e. the ones that have not been involved in any transactions over the last year, at values close to 60% and 70% respectively for bitcoin and ether.
Then there is the critical issue of cybersecurity: only a clear minority of cryptocurrency exchange platforms (14 out of 188) can be considered ‘very safe'. Moreover, compared to 2022, the share of platforms that have poor cybersecurity assessments is increasing.
Sustainable investments
The Sustainalytics ESG Risk Score, an index that helps investors identify ESG risks, records an upward trend in the ability of euro area companies to manage ESG risks, i.e. related to the environment, social aspects and corporate governance. At sector level, ESG risk exposure is on average higher for utilities and energy producers than for manufacturing or service companies.
In Italy, ESG Risk Scores are in line with the values recorded in the eurozone countries, although the exposure of financial companies to ESG risks is on average higher than that of non-financial companies.
The 2023 Report includes a focus on listed companies in Italy, aimed at verifying whether the ESG risk score and the ESG Refinitiv rating (a measure of the ESG performance of companies) are correlated to some of the main features of companies (such as performance, volatility, liquidity, leverage, capitalisation, price to book value or price on earnings). The focus shows that the group of companies with the highest sustainability score is represented by the companies with the highest liquidity and capitalisation, while there are no significant differences between the two groups in terms of performance, volatility and market valuations.
IOSCO, a transnational body that determines global standards for securities market regulators, published its final report on 16 November with policy recommendations for the Crypto and Digital Assets (CDA) markets, in order to progressively provide a coordinated regulatory response, worldwide, to the risks that Crypto Asset Service Providers (CASPs) pose both to investors and to the integrity of the market.
IOSCO issued eighteen detailed recommendations, divided into six subject areas, to stimulate the development of new standards - or the application of existing ones – with the aim of addressing the main critical areas.
The recommendations referring to the Crypto and Digital Assets markets will thus have to form the necessary international regulatory basis to ensure that Crypto Asset Service Providers meet the standards of business conduct applicable in traditional financial markets.
The reference is to six key areas, in line with IOSCO's objectives and good practices for the regulation of securities.
These are, in particular:
1. conflicts of interest arising from the vertical integration of activities and functions;
2. unlawful disclosure of inside information, insider trading and fraud;
3. safekeeping and protection of the customer's assets;
4. cross-border risks and regulatory cooperation;
5. operational and technological risk;
6. retail distribution.
The ongoing process is a first and important step to ensure investor protection and the fair, efficient and transparent functioning of cryptoasset markets, in line with the requirements of the G20 and the FSB. The next must consist in regulation of the internal jurisdictions of the IOSCO members in line with these principles, so that the same activities (and the same risks) correspond to consistent regulatory results.
Consob, the Bank of Italy, the Italian Competition Authority (AGCM), the National Anti-Corruption Authority (ANAC), the Italian Insurance Supervisory Authority (IVASS) and the National Cybersecurity Agency (ACN) have renewed the Memorandum of Understanding for the management of joint tender procedures for the procurement of goods, services and works, in accordance with the provisions of Legislative Decree no. 36 of 31 March 2023.
The agreement was signed pursuant to Article 15 of Law no. 241/1990 for a period of five years and with the possibility of renewal. The Memorandum defines the methods of coordination between the participating entities, aimed at identifying joint public procurement strategies, to meet common procurement needs.
The Memorandum of Understanding is a continuation of the fruitful cooperation already experienced between the Authorities in matters of expenditure and is in line with the regulations of the new Code on Public Contracts.
This legislation focuses, among other things, on the qualification of contracting authorities and on cooperation between administrations, with the aim of implementing increasingly efficient shared procurement strategies, including with a view to the common development of complex and innovative projects.
Consob has approved the prospectus in tripartite format (registration document, securities note and summary) concerning the offer and admission to trading on Euronext STAR Milan of the Carel Industries Spa shares arising from the capital increase.
On 14 September 2023, the extraordinary shareholders' meeting of Carel resolved to increase the share capital, against payment and in tranches, for a maximum total amount of EUR 200 million, by issuing ordinary shares to be offered in option to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code.
The capital increase is part of the group's growth strategy that has involved several takeovers since its year of listing (2018), the latest of which concerns the controlling share of a company under Norwegian law, Kiona Holding As.
The new shares will be offered as an option at a maximum price of EUR 22 for each new share, in the theoretical option ratio calculated on the maximum price of 1 new share for every 11 shares of the issuer held. The amount of the option offer and, therefore, the overall amount of the capital increase based on the maximum price, is equal to EUR 199,987,282.00.
Option rights will be exercisable from 20 November 2023 to 4 December 2023 (inclusive); option rights will be negotiable on Euronext Milan, Euronext Star Milan segment, from 20 to 28 November 2023 (inclusive).
The results of the offer will be communicated within 5 working days of the end of the option period.
The Carel group is active in the design, production and global marketing of technologically advanced components and solutions (hardware and software) to achieve high energy efficiency performance in the control and regulation of equipment and systems in the air conditioning and refrigeration markets. As at the date of the registration document, the group owns 15 production sites located in Italy, Croatia, Germany, China, the United States, Brazil and Poland and operates through 36 commercial companies located in 32 countries, distinguished mainly in the following geographical macro-areas: EMEA (Europe, the Middle East and Africa including Russia and Ukraine), APAC (Asia Pacific and Australia), North America and South America.
As at the date of the registration document, the major direct shareholders are: Luigi Rossi Luciani Sapa (36.18%); Athena Spa (20.00%); Capital Research and Management Company (7.82%); 7 Industries Holding Bv (5.00%). The market holds 30.99%. The issuer is controlled, pursuant to Article 93 of the Consolidated Law on Finance, by the Joint Holders LRL through the company Luigi Rossi Luciani Sapa, by way of the shareholding it holds in Carel equal to 36.18% of the share capital, corresponding to 46.33% of the voting rights.
The shareholders Luigi Rossi Luciani Sapa and Athena Spa ("major shareholders") have assumed two distinct irrevocable, unconditional and unsecured commitments, without joint and several liability, to subscribe to a part of the capital increase to which they are entitled for a total amount of approximately EUR 50 million. The share covered by the subscription commitments of the major shareholders is equal to 44.5% of the share of the capital increase to which they are entitled.
The prospectus outlines the risks with regard to the issuer and the group, to the sector in which they operate, and to the financial instruments that will be admitted to listing.
Consob has amended the Charter of the Committee of Market Operators and Investors (COMI) and has appointed 5 new members for the two-year period 2023-2025, in addition to the 30 new members appointed by Resolution no. 22869 of 2 November 2023.
The amendments were adopted by Resolution no. 22889 of 15 November 2023.
The list of the 35 new COMI members is available on Consob's website at the following link: https://www.consob.it/it/web/area-pubblica/componenti-comi.
The role of the Committee, set up at Consob in 2018, is to facilitate discussion and dialogue with stakeholders. In particular, it expresses the opinion of market operators and investors and assists Consob in defining its strategic guidelines and related actions. The Committee is also responsible for analysing market risks and identifying areas for improving the competitiveness of the capital market.
All 35 new members of COMI will remain in office for a two-year period until the expiry date laid down in Resolution no. 22869 of 2 November 2023 (see "Consob Informa" no. 37/2023). Participation in the Committee is not remunerated.
Consob has published the policy on requests for sponsorship and authorisation to use the logo of the Commissione Nazionale per le Società e la Borsa [National Commission for Companies and the Stock Exchange] on its website, together with the application form to be completed online and sent to the email address segr.dst@consob.it.
The policy establishes the general principles and requirements necessary for granting a sponsorship and indicates the cases of exclusion from the granting of a sponsorship and the authorisation to use the logo.
Sponsorship represents a symbolic form of participation in events and activities not directly organised by Consob, as well as an expression of appreciation for the contribution they make to Consob's institutional objectives.
The initiatives for which a sponsorship and/or the authorisation to use the logo are requested may be submitted to Consob by public or private entities that, by virtue of their institutional, scientific, economic, social, cultural importance, and their notoriety, guarantee the reliability, seriousness, correctness and validity of the proposal.
The granting of a sponsorship and/or the authorisation to use the logo are free of charge and are granted for the entire duration of individual initiatives, but do not extend by analogy to other similar initiatives.
On 23 November, from 9.30 a.m., a conference will be held in the Sala Lauree of the Faculty of Economics of the Sapienza University of Rome on "Ordinary justice and ADR in financial markets. Alternation, complementariness and new forms of collaboration" organised by the Alternative Financial Dispute Resolution Scheme – ACF and Sapienza University of Rome.
The event will include a welcome address at 9.30 a.m. by Giovanni Di Bartolomeo (Dean of the Faculty of Economics - Sapienza University of Rome). Followed by the First Session, chaired by Domenico Siclar i (Professor of Economic and Financial Markets Law - Sapienza University of Rome) with talks by Giampaolo Barbuzzi (ACF Chairman) and Roberto Natoli (Professor of Economic Law, University of Palermo).
The Second Session is scheduled after 11.00 a.m., with a Round Table chaired by Filippo Cucuccio (Director General of the National Association for the Study of Credit Problems - ANSPC).
Speakers include Maria Margherita Clara Manzato (Individual Customer Protection Service - Bank of Italy), Flaminia Montemaggiori (Insurance Arbitrator Division – IVASS), Giuseppe Tiracorrendo (Secretary General of the Banking and Financial Conciliator Association), Antonio Pinto (Head of the Banking and Financial Products Sector – Confconsumatori) and Massimo Cerniglia (Expert in Investor Law - Suedtirol Shareholders Committee).
Participation at the Conference envisages the attainment of 3 training credits recognised by the Board of the Rome Bar Association.
It will be possible to connect remotely via the link: "meet.google.comcct-qzod-qrp".
The flyer for the event is available at the following link.
The conference FREE TO COUNT - More financial awareness Less economic violence will be held on 27 November, from 10.00 am to 12.00 pm, at the Consob Auditorium in Rome, Via Claudio Monteverdi 35, to mark "International day for the elimination of violence against women".
Paolo Savona (Chair of Consob) and Federico Freni (Undersecretary of State, Ministry of the Economy and Finance) will open the meeting.
Director and performer Micaela Ramazzotti will speak.
The following will take part in the debate: Gabriella Alemanno (Consob Commissioner); Magda Bianco (Head of the Department of Customer Protection and Financial Education, Bank of Italy); Claudia Cattani (Chair of BNL-BNP Paribas); Maria Rosaria Covelli (Head of the Inspectorate General, Ministry of Justice); Alessandro Grispini (Head of the Mental Health Multispeciality Department 2nd District - ASL Rome 1); Luisa Todini (Entrepreneur - Chair of Todini Finanziaria).
Moderator: Roberto Sommella (Director of MF-Milano Finanza).
Participation is free.
The flyer for the event is available at the following link.
For organisational reasons, you are kindly requested to register online: http://www.consob.it/web/area-pubblica/iscrizione-seminari
On 14 December, from 10.00 a.m. to 7.00 p.m., and on 15 December, from 9.00 a.m. to 6.30 p.m., the National Cryptography Conference, organised by the "De Componendis Cifris" Association (De Cifris) and Consob, will be held at the Consob Auditorium in Rome in Via Claudio Monteverdi 35.
The Conference is divided into four sessions (one half-day each) with the aim of presenting the latest cryptography discoveries and applications, including financial cryptography and its applications in the financial and markets sector.
1st Session. 14 December, 10.00 a.m. - 1.00 p.m.
After the opening address by Consob Chairman, Paolo Savona, and De Cifris Chairman, Massimiliano Sala, some institutional representatives (including the Ministry of Defence, the Guardia di Finanza and the Postal Police) will take part in a round table where they will discuss the impacts related to the growing use of cryptography. In the second part, Massimo Giulietti's keynote speech will give an overview of the state of the art in Italian cryptography.
2nd Session. 14 December, 2.30 p.m. - 7.00 p.m.
The first part of the Scientific Session of the Conference will be opened by Goedel Prize winner Antoine Joux and will be followed by numerous research speeches by international academic experts, selected by the De Cifris Scientific Committee.
3rd Session. 15 December, 9.00 a.m. - 1.30 p.m.
Multiple workshops will take place in parallel in this session. In particular, two consecutive workshops will be held in the Auditorium, the first organised by Consob on "Synthetic data and cybersecurity" with the intervention of the Supervisory Authorities and internationally renowned academics and the second organised by De Cifris on "CBDCs, Digital Currencies and Asset Tokenization".
4th Session. 15 December, 2.30 p.m. - 6.30 p.m.
The last scientific session of the Conference will be opened by Svetla Petkova (Research Manager) and will be followed by several research speeches by academic experts.
A detailed programme of the Conference and information on how to participate will be published shortly.
- The prospectus has been approved in tripartite format (registration document, securities note and summary) concerning the offer and admission to trading on Euronext STAR Milan, organised and operated by Borsa Italiana Spa, of the Carel Industries Spa shares arising from the capital increase approved by the extraordinary shareholders' meeting of 14 September 2023 (decision of 15 November 2023).
- The registration document issued by Mediobanca - Banca di Credito Finanziario Spa relating to an offer of securities other than equity securities aimed at retail investors was approved (decision of 15 November 2023).
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:
- Bitblanco via the website www.bitblanco.com and its page https://webtrader.bitblanco.com (Resolution no. 22891 of 15 November 2023);
- Alphascrypto via the website www.alphascrypto.uk (Resolution no. 22890 of 15 November 2023);
- Billionaire Trade Ltd via the website https://billionaire-trade.com and its pages https://panel.billionaire-trade.com and https://trading.billionaire-trade.com (Resolution no. 22893 of 15 November 2023);
- Infinity Invest via the website https://infinityinvest.pro and its pages https://office.infinityinvest.pro and https://trade.infinityinvest.pro (Resolution no. 22894 of 15 November 2023);
- CustomhouseCL via the website www.customhousecl.com and its pages https://client.customhousecl.com and https://platform.tnxtechno.com (Resolution no. 22892 of 15 November 2023).
Based on the provisions of article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and articles 144-ter et seq. of the Issuers' Regulation, the Head of Consob's Corporate Governance Division has determined the minimum shareholdings for the submission of the slates of candidates for the election of the board of directors and internal control bodies of the company I Grandi Viaggi Spa, whose financial year ended on 31 October 2023 (threshold identified at 2.5%). The full text of management decision no. 86 of 16 November 2023 is available on the website www.consob.it, accompanied by the table with the criteria used to determine the qualifying shareholding.