Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 7 more unauthorised websites
The issue of economic and financial violence against women is the focus of today's conference organised by Consob
Pierrel voluntary takeover bid: Consob approves the bid document
Updated list of financial conglomerates as at 31 December 2022
ESMA: publication of three explanatory notes on certain key concepts of the EU regulatory framework on sustainable finance
Save The Date: 5 December 2023 - The first in a series of meetings dedicated to new frontiers in financial markets and regulation, entitled 'Capital Markets, Stock Exchanges
and the challenges ahead'
Save The Date: 14-15 December 2023, National Cryptography Conference
Commission decisions taken during the week
Consob has ordered the blackout of 7 new websites that abusively offer financial services/financial products: 6 abusive financial intermediation sites and 1 site through which financial products are offered without a prospectus.
The Authority availed itself of the powers deriving from the "growth decree" (Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies) regarding the blackout of the sites of abusive financial intermediaries, as well as the power introduced by Law no. 8 of 28 February 2020, article 4, paragraph 3-bis, regarding the blackout of the website through which the abusive offer is made.
Below are the sites Consob has ordered to be blacked out:
- BTX+ (website https://btxplus.io and its pages https://client.btxplus.io and https://webtrader.btxplus.io);
- Tide Technologies Group (website https://tidetechnologiesgroup.ltd);
- Fast-MNG EU Limited (website www.fast-mng.com);
- Alfacapitalinvest (website https://alfacapitalinvest.com and its page https://client.alfacapitalinvest.com);
- Bitcoinup and UfinaCapital (websites https://bitcoinup.io and https://ufinacapital.pro and page https://ufina.trade);
- Digital Trust CSP Fzco (website www.doublefinance.io).
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 977.
The measures adopted by Consob can be consulted on its 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.
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Consob has also suspended as a precautionary measure, for a period of 90 days, the activity of offering to the public residing in Italy, including via the website www.doublefinance.io of Digital Trust CSP Fzco (resolution no. 22900 of 22 November 2023).
With the conference FREE TO COUNT - More financial awareness Less economic violence held today, 27 November, from 10.00 am to 12.00 pm, at the Consob Auditorium in Rome, Via Claudio Monteverdi 35, Consob marks "International day for the elimination of violence against women".
For the first time, the Italian Financial Markets Regulatory and Supervisory Authority focuses its attention, in a public event, on this social scourge of our times.
Paolo Savona (Chair of Consob) and Federico Freni (Undersecretary of State, Ministry of the Economy and Finance) will open the meeting.
Micaela Ramazzotti, the director and performer from the film Felicità, 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. Program of the conference
Consob approved the document relating to the total voluntary takeover bid launched, in accordance with Articles 102 et seq. of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance - TUF), by PRL Spa for ordinary shares issued by Pierrel Spa (resolution no. 22896 of 22 November 2023).
The transaction is aimed at delisting the issuer.
The issuer, established on 30 June 2005 and listed on the Euronext Milan since May 2006, is involved in the development and production of medicinal specialities on behalf of third parties and on its own account at its production site in Capua and their subsequent distribution. In particular, the products manufactured and distributed by Pierrel fall into two categories: (i) drugs for dental anaesthesia; (ii) products for the prevention of dental diseases.
The offer is launched by the current key shareholders of Pierrel Spa, already bound by governance agreements concerning the issuer:
the current controlling shareholder Fin Posillipo Spa, active in the pharmaceutical distribution, marketing, production and logistics sector, which holds more than 2/3 of the share capital of the issuer (79.27%), together with the persons acting in concert through PRL Spa, a corporate vehicle wholly owned by Fin Posillipo itself;
an additional shareholder, Bootes Srl, a corporate body acting in agreement with the bidder, who acquired a stake in the capital of Pierrel in 2006, with a holding equal to 10.68%.
The relations between Fin Posillipo and Bootes are governed by the shareholders' agreement already in force between Fin Posillipo and Bootes since 2018 as regards the governance of Pierrel prior to the possible delisting and since the framework agreement executed on 11 October 2023, which contains relevant shareholders' agreements pursuant to Article 122, paragraphs 1 and 5, letters c) and d bis), of the Consolidated Law on Finance, concerning, among other things, the promotion of the bid and the commitment to establish shareholders' agreements for the subsequent management of Pierrel, in the event of the delisting of the issuer.
The bid concerns the residual share of the issuer's outstanding capital, that is, 5,518,975 shares, representing 10.05% of the capital of Pierrel, corresponding to all of the shares of the issuer minus the total 49,412,531 shares, equal to 89.95% of the share capital of the issuer, owned by Fin Posillipo and Bootes. The bid is aimed at ensuring that the bidder, together with the main shareholders of the issuer, namely Fin Posillipo and Bootes, buys 100% of the issuer in total.
The transaction, therefore, falls within those defined as going-private transactions, that is, transactions involving the insiders of the company, that is, the managers or controlling shareholders, who participate in order to take over the entire share capital, resulting in the revocation of the stock from the stock exchange ("delisting") to continue the business activity in an unlisted form; in this case, these insiders are the key shareholders of the issuer.
The bid begins on 27 November 2023 and ends on 15 December 2023, unless the subscription period is extended. The subscription period, if the conditions indicated in the bid document are met, could be reopened for five stock market trading days, from 27 December 2023 to 3 January 2024.
The bidder will pay each participant a consideration equal to 1.75 euro for each share tendered in acceptance of the bid.
The consideration incorporates: (i) a premium equal to 10.1% with respect to the official price of Pierrel shares on 10 October 2023 (the last stock market trading day before the dissemination of Communication 102); and (ii) a premium, equal to 9.8% and 11.4% respectively, with respect to the weighted average for the traded volumes of the official prices recorded by Pierrel shares in the 1 and 3 month time intervals prior to the date of Communication 102. The overall maximum amount of the bid is equal to 9,658,206.25 euro.
The bid is subject to the following conditions precedent, all of which can be waived and modified by the bidder:
(a) that subscriptions to the bid involve an overall number of shares such as to allow the bidder, together with the persons acting in concert, to become the holder of a total shareholding at least equal to 95% of the share capital of the issuer (the "Threshold Condition");
(b) that no events or situations not known to the bidder and/or the market that have or could reasonably be expected to have a substantially negative effect on the bid and/or on the equity, financial, economic or income position of the issuer have occurred by the second stock market trading day prior to the payment date (the "MAC Condition");
(c) the failure of institutions, bodies or competent Authorities, by the second stock market trading day prior to the payment date, to adopt/publish legislative, administrative or judicial acts or measures aimed at, or in any case such that this precludes or limits, in whole or in part, even on a transitional basis, the possibility for the bidder to purchase the shares concerned in the bid; or hinders the bid, or the achievement of the objectives of said bid or that impose charges or conditions on the ability of the bidder to purchase the shares concerned in the bid and/or to achieve the objectives of said bid (the "Obstructive Event Condition").
In the event that the bidder waives the threshold condition and, upon completion of the bid, including the extension of the subscription period and the possible reopening of the terms upon the fulfilment of the relevant conditions, comes to hold, together with the persons acting in concert, a total shareholding of more than 90% but less than 95% of the issuer's share capital, the bidder has declared its intention not to restore a sufficient float to ensure normal trading of the shares.
Consequently, upon the occurrence of the aforementioned circumstance, the bidder will proceed, pursuant to Article 108(2) of the Consolidated Law on Finance, with the purchase of the remaining shares from each shareholder who requests it as established therein.
In the event that, upon completion of the bid, and as a result of the fulfilment of the commitment to buy pursuant to Article 108, paragraph 2 of the Consolidated Law on Finance, it comes to hold a total shareholding of at least 95% of the issuer's share capital, the bidder has declared its willingness to exercise the right to buy.
By exercising its right to buy, the bidder will also fulfil the commitment to buy referred to in Article 108(1) of the Consolidated Law on Finance towards the shareholders who have requested it, thus carrying out a joint procedure to be agreed with Consob and Borsa Italiana, pursuant to the Issuers' Regulation.
As regards delisting, under the framework agreement it is envisaged that, if this is not achieved as a result of the bid, Fin Posillipo and Bootes will jointly consider carrying out extraordinary transactions that may result in the delisting of the issuer, including the merger by incorporation of Pierrel into the bidder or into another unlisted company belonging to the Fin Posillipo group.
The press release, approved pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, by the Board of Directors of the issuer, accompanied by the opinion of the independent director, is attached to the bid document.
Based on the provisions of the Coordination Agreement signed on 31 March 2006, Consob, Bank of Italy and IVASS updated the list of the Italian financial conglomerates, that is, those corporate groups that carry out significant activities both in the insurance sector and in the banking and/or investment services sector.
Supervision of financial conglomerates is carried out, pursuant to Italian Legislative Decree no. 142/2005 ("conglomerate decree"), with the additional supervisory instruments that are added to those used for sector supervision, in order to systematically monitor the capital adequacy and the riskiness of the group as a whole, taking into account the interrelation between the insurance and banking/financial activities carried out by its various components.
The list as at 31 December 2022 includes a financial conglomerate - predominantly an insurance conglomerate - that was subject to supplementary supervision as early as last year (Generali). IVASS maintains its role as coordinator of the conglomerate.
The list does not comprise financial conglomerates that include significant supervised entities, the identification of which is the responsibility of the European Central Bank within the framework of the Single Supervisory Mechanism.
The updated list of the conglomerates identified as at 31 December 2022 can be found on the Consob, Bank of Italy and IVASS websites.
ESMA, the European Securities and Markets Authority, has published three explanatory notes on certain key concepts of the EU regulatory framework on sustainable finance.
In particular, the notes concern:
a) the concept of "sustainable investments" and "environmentally sustainable economic activities";
b) the content of the "Do No Significant Harm" (DNSH) principle and the related application criteria;
c) the concept and use of estimates in Sustainable Finance (SF) legislation.
The aim of the notes is to provide factual information regarding these concepts, in order to assist stakeholders in better understanding the legislative framework on sustainable finance.
These are descriptive documents, which do not replace or modify existing legal texts, nor do they provide guidance on the application of the relevant provisions.
Tuesday 5 December at 10:00, at the Sala delle Lauree of Sapienza University of Rome, Consob and the Faculty of Economics of Sapienza University of Rome will hold the first in the 2023-2024 series of meetings dedicated to the new frontiers in financial markets and regulation, entitled "Capital Markets, Stock Exchanges and the challenges ahead".
The following papers will be presented during the seminar:
Financial Structure and Income Inequality by Giovanni Ferri (LUMSA University);
Where do Angels come from? by Silvio Vismara (University of Bergamo).
Chiara Mosca (Consob Commissioner), Giovanni Di Bartolomeo (Dean of the Faculty of Economics, Sapienza University of Rome), Luca Filippa (Consob Director General) and Marina Brogi (Sapienza University of Rome) will speak at the meeting.
The meeting schedule can be found at the following link.
You are free to attend until the capacity of the room is reached; it will also be possible to follow the event by streaming it at the following link: https://uniroma1.zoom.us/j/84232237834.
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 is available at the following link https://www.consob.it/web/area-pubblica/seminari-e-convegni#convegno20231214.
The document relating to the total voluntary takeover bid launched, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998, by PRL Spa, on ordinary shares issued by Pierrel Spa (resolution no. 22896 of 22 November 2023) has been approved.
Forfeiture due to express waiver by PVM Oil Futures Limited of the authorisation to provide investment services/activities for execution of orders on behalf of customers, order receipt and transmission, and management of organised trading systems, referred to in Article 1(5), respectively letters b), e) and g-bis) of Italian Legislative Decree no. 58 of 24 February 1998, with the subsequent removal of the same company from the Register of third-country companies other than banks referred to in Article 20(1) of the same decree (resolution no. 22899 of 22 November 2023).
Forfeiture due to express waiver by ICAP Energy Limited of the authorisation to provide the investment services/activities for execution of orders on behalf of customers, order receipt and transmission, and management of organised trading systems, referred to in Article 1(5), respectively letters (b), (e) and g-bis) of Italian Legislative Decree no. 58 of 24 February 1998, with the subsequent removal of the same company from the Register of third-country companies other than banks referred to in Article 20(1) of the same decree (resolution no. 22898 of 22 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:
- BTX+ via the website https://btxplus.io and its pages https://client.btxplus.io and https://webtrader.btxplus.io (resolution no. 22901 of 22 November 2023);
- Tide Technologies Group via the website https://tidetechnologiesgroup.ltd (resolution no. 22904 of 22 November 2023);
- Fast-MNG EU Limited via the website www.fast-mng.com (resolution no. 22903 of 22 November 2023);
- Alfacapitalinvest via the website https://alfacapitalinvest.com and its page https://client.alfacapitalinvest.com (resolution no. 22902 of 22 November 2023);
- Bitcoinup and UfinaCapital via the websites https://bitcoinup.io and https://ufinacapital.pro and page https://ufina.trade (resolution no. 22905 of 22 November 2023).