Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 6 more abusive websites
Save The Date: 12 April 2024 - Italian Dbt Capital Market - Initiatives to improve competitiveness and market access
Save The Date: 18 April 2024 - Alternative Financial Dispute Resolution Scheme report on the activity in 2023
Save The Date: 9 May 2024 - The tokenisation of financial instruments - Outlook for the Italian market
Voluntary takeover bid on UnipolSai Assicurazioni Spa shares: Consob approves the bid document
Commission decisions taken during the week
Management decisions
NOTICE: The publication of "Consob Informa" will be suspended for one week and will resume on Monday 15 April with No. 13/2024.
Consob has ordered the black-out of 6 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 36, paragraph 2-terdecies) regarding the blackout of the websites 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:
- "Mainrow" (website https://momentumltd.io and its pages https://client.momentumltd.io and https://webtrader.momentumltd.io);
- "Sgbfinancesa.io" ( website https://sgbfinancialsaltd.cmand its pages https://client.sgbfinancialsaltd.cm and https://webtrader.sgbfinancialsaltd.cm);
- "Fiducia Capital FX" (website www.fiduciacapitalfx.com and its page https://client.fiduciacapitalfx.com);
- "Immediate Eurax 24" (websites www.immediateeurax.net andwww.immediateeurax24.com);
- "AMACAP" (website https://amacap.eu and its page https://client.amacap.eu).
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 1053.
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.
On 12 April 2024, at 10:30 am, at the Consob Auditorium (Via Claudio Monteverdi 35, Rome), the conference organised by Consob in cooperation with Borsa Italiana will take place, dedicated to the presentation of initiatives aimed at increasing the efficiency and competitiveness of the Italian debt primary market.
During the conference, the various innovative solutions to encourage the development of the debt capital market will be explored as a strategic lever to support public finance, facilitating the flow of private resources and supporting the realisation of private sector investments.
Federico Cornelli (Consob Commissioner) will open the conference, followed by the speech by Fabrizio Testa (Chief Executive Officer of the Italian Stock Exchange, Borsa Italiana) and a round table with the participation of: Maurizio Pastore/Anna Marucci (Euronext), Michele Siri (Committee of Market Operators and Investors - COMI), Guglielmina Onofri (Consob), Manuela Carra (CDP), Stefano Vincenzi (Mediobanca).
The event will be moderated by Luca Iezzi (Head of the economic-financial editorial staff of La Repubblica).
To participate in the event, aimed mainly at operators in the sector and companies that intend to turn to the capital market, it will be necessary to send a request with your details to the following email address: segr.DIE@consob.it.
On 18 April 2024, at 11.00, at the Consob Auditorium in Rome, Via Claudio Monteverdi, 35, the Report on the Activity of the Alternative Financial Dispute Resolution Scheme for the year 2023 will be presented.
Participants will be registered from 10:00 am onwards. A welcome coffee break will be offered
For more information, please contact the following number: 06-84.77.718.
Attendance is free of charge, although attendees are asked to register online at: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
On Thursday 9 May 2024, from 2:15 pm to 5:30 pm, at the Auditorium in Rome (Via C. Monteverdi 35), Consob will hold a seminar entitled “The tokenisation of financial instruments – Outlook for the Italian market”.
The event will be opened by Piero Cipollone, member of the Executive Committee of the European Central Bank, and closed by Paolo Savona, Chair of Consob.
Attendance is free of charge, though attendees are asked to register online: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
The complete programme of the event will be available shortly.
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 Unipol Gruppo Spa, company listed on Euronext Milan for shares not already held by the bidder issued by UnipolSai Assicurazioni Spa, also listed on Euronext Milan (resolution no. 23052 of 27 March 2024).
Unipol already directly and indirectly holds a stake of 2,410,749,524 shares representing 85.194% of the capital of UnipolSai (and 91.846% of the voting rights as a result of the increased voting rights pursuant to Article 127-quinquies of the TUF).
In addition, the issuer currently directly and indirectly holds around 179,631 treasury shares, corresponding to 0.006% of the share capital, excluded from the scope of the offer. Therefore, the offer covers a maximum of about 418,788,217 shares representing 14.800% of UnipolSai's share capital, in addition to a maximum of 4,622 UnipolSai shares that may be allocated through the execution of the 2019-2021 compensation plans and the 2022-2024 compensation plans based on treasury shares.
The offer is part of the corporate rationalisation of the Unipol group, to be implemented with the subsequent merger by incorporation of UnipolSai into Unipol (as well as the subsidiaries Unipol Finance, UnipolPart I and Unipol Investment – the "intermediate holding companies"), taking the company name "Unipol Assicurazioni".
The merger process has already been initiated and announced to the market as of 16 February 2023, following the signing of the framework agreement between Unipol and UnipolSai, with which they defined the terms and conditions of the transaction.
The offer constitutes an early option to monetize their participation for UnipolSai shareholders, in the consideration of the offer compared to the alternative of remaining shareholders of UnipolSai until the merger of the same into Unipol and then becoming shareholders of the combined entity resulting from the merger on the basis of the exchange ratio of the merger equal to 3 Unipol Group shares for every 10 UnipolSai shares, as agreed by Unipol Group and UnipolSai.
The effectiveness of the bid is not subject to any conditions.
The effectiveness of the merger is subject to a series of conditions precedent including – in addition to the approval of the merger plan by the respective extraordinary meetings of the companies participating in the merger – (i) the issue of the authorisation by Ivass pursuant to and for the purposes of Article 201 of the Cap (Private Insurance Code) and Articles 23 et seq. of the ISVAP Regulation no. 14 of 2008, and (ii) the issue by the joint expert appointed pursuant to Article 2501-sexies of the Italian Civil Code of a positive opinion on the appropriateness of the exchange ratio.
The consideration for the offer was determined by Unipol at EUR 2.70 cum dividend, i.e. inclusive of coupons relating to any dividends distributed by the issuer. In this regard, taking into account that the subscription period of the bid begins on 8 April 2024 and ends on 26 April 2024 with a payment date of 3 May 2024 and that the dividend record date for the year – if the related proposal of the Board of Directors of 21 March is approved by the ordinary shareholders' meeting of the issuer convened for 23 April 2024 - appears to be 21 May 2024 (with a cut-off date of 20 May 2024 and a payment date of 22 May 2024), the oblates (unless the subscription period is extended) will be entitled to receive an amount equal to EUR 2.70.
If, as a result of the offer, the conditions exist for the fulfilment of the purchase obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance or for the fulfilment of the purchase obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and for the simultaneous exercise of the purchase right, the date of payment of the consideration relating to the subscribed shares during these procedures could fall after the record date of the 2024 dividend and, consequently, the shareholders of the issuer who subscribe their shares during these procedures will deliver to the bidder ex-dividend
shares (i.e. not including the coupon relating to the 2024 dividend, equal, if confirmed by the shareholders' meeting, to EUR 0.165) and, consequently, will be entitled to receive an amount equal to EUR 2.535 for each subscribed share.
The maximum total disbursement is EUR 1,130,740,665.30.
The issuer's statement, drawn up pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, will be approved by the Board of Directors on 3 April 2024 and attached to the bid document, together with the opinion of the independent directors drawn up pursuant to Article 39-bis of the Issuers' Regulation.
- The document relating to the total voluntary takeover bid (OPA) launched, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998, by Unipol Gruppo Spa, on shares issued by UnipolSai Assicurazioni Spa (resolution no. 23052 of 27 March 2024) has been approved.
- The supplement to the prospectus published on 28 September 2023 (see "Consob Informa" no. 32/2023) relating to the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa on the ordinary shares of EEMS Italia Spa resulting from the capital increase serving the convertible bond referred to in the investment agreement of 13 September 2022, has been approved. The supplement contains the description of the significant new events that occurred after the publication of the prospectus and has been updated in relation to further information including: preliminary closing data 2023 of the group and update of the 2023-2027 plan; signing of an amendment to the investment agreement; signing of some service contracts between the companies of the EEMS group and Gruppo Industrie Riunite Srl, reference shareholder of the issuer (decision of 27 March 2024).
- The prospectus relating to the marketing in Italy of the shares of the unreserved closed-end securities AIF "Anthilia MUST" by Anthilia Capital Partners AMC pursuant to Article 20 of EU Regulation 2017/2019 has been approved following the expiry of the prospectus approved on 1 March 2023 (decision of 27 March 2024).
Order, pursuant to Article 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of Article 18 of said Consolidated Law on Finance, put in place by:
- "Mainrow" via the website https://momentumltd.io and its pages https://client.momentumltd.io and https://webtrader.momentumltd.io (resolution no. 23054 of 28 March 2024);
- Sgbfinancesa.io" via the website https://sgbfinancialsaltd.cm and its pages https://client.sgbfinancialsaltd.cm and https://webtrader.sgbfinancialsaltd.cm (resolution no. 23056 of 28 March 2024);
- "Fiducia Capital FX" via the website www.fiduciacapitalfx.com and its page https://client.fiduciacapitalfx.com (resolution no. 23058 of 28 March 2024);
- "Immediate Eurax 24" via the websites www.immediateeurax.net and www.immediateeurax24.com (resolution no. 23057 of 28 March 2024);
- "AMACAP" via the website https://amacap.eu and its page https://client.amacap.eu (resolution no. 23055 of 28 March 2024);
- 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 shareholding for the submission of slates of candidates for election of the board of directors and internal control bodies of Unieuro Spa. Unless the company's by-laws prescribe a lower shareholding, the threshold has been set at 4.5%. The full text of the management decision (no. 98 of 22 March 2024) is available on the website www.consob.it, together with a table setting out the criteria used to determine the qualifying shareholding.