Consob has launched two public consultations (only in italian) with the market on the subject of: 1) Guidelines on the performance of operations on own shares and Communication on the repurchase of bonds; 2) Criteria for controlling the prospectus within the framework of the EU Regulation no. 1129/2017 and the EU Delegated Regulation n. 980/209 (19 July 2019)
The Cyprus Securities and Exchange Commission (Cysec) is reporting to have issued (https://www.cysec.gov.cy/CMSPages/GetFile.aspx?guid=eb4c73c5-f52f-4b56-8fc7-71a454134b9d), the suspension of the authorization to provide investment services to the Cypriot company AFX Capital Markets Ltd, with effect from 19 July 2019.
The investment firm will therefore no longer be authorized to operate in Italy starting from the aforementioned date (except in case of a possible revocation of this suspension).
Consob invites all savers to check with particular attention the lists of the investment firms which actually operate in Italy with authorization (http://www.consob.it/web/area-pubblica/imprese-di-inilizia1) as well as to check all the warnings published for the protection of savers (http://www.consob.it/web/area-pubblica/avvisi-ai-risparmiatori) and, in any case, to exercise the utmost caution before making any investment choice.
Consob also recommends to check the "Occhio alle Truffe" (Beware of frauds!) section of its website, to prevent the risk of online scams.
"Be aware of fraud!" fight against illegal financial operations on the web - 35 new supervisory interventions between may and june of the current year, 95 from the beginning of 2019 – unavailability of a registered office: several companies do not disclose from which country they operate (Press release – 15th july)
Consob reports that the so-called "City Group Italy banking group", by sending e-mail messages, fraudulently using the logo and the name of the CONSOB and an authorized financial intermediary, claims to has been mandated by CONSOB itself to apply the legislation of an unspecified "Investor Compensation Fund" to recover the investments lost through online trading sites.
Please note that the content of these messages is false and misleading.
CONSOB, which has never authorized such initiatives, believes that behind these activities lies the intention to defraud investors.
It is therefore recommended not to adhere absolutely to these proposals and to view the section of the CONSOB institutional website called "Occhio alle truffe!" and, in particular, the previous Consob communications for investor prottection regarding the phenomena of self-styled credit recovery companies and the cc.dd. "clone companies".
Consultation document (only italian version) - June 27th, 2019
The Commission has launched a public consultation on the proposed amendment to the Issuers' Regulation (IR),for the implementation of the delegation contained in Article 120, paragraph 4-bis, of the TUF, concerning the obligation to make the declaration of intentions for those who purchase a significant holding in the capital of a listed issuer (so-called "anti-raid" rule).
The decree-law of October 16, 2017, n. 148, converted with amendments by the law of December 4, 2017, n. 172 (so-called Fiscal Decree), introduced the new paragraph 4-bis into Article 120of Legislative Decree of February 24, 1998, n. 58 (TUF), which imposes an additional disclosure than currently provided in respect of ownership structures, aimed to make any attempted takeovers involving Italian listed issuers transparent.
In summary, the new Article 120, paragraph 4-bis, of the TUF, provides that on the occasion of the acquisition of a shareholding in listed issuers equal to or greater than the thresholds of 10%, 20% and 25% of the share capital, the subject who performs the disclosure referred to above should (also) declare the objectives that they intend to pursue in the course of the next six months (so-called "declaration of Intentions").
The legislator has also assigned CONSOB the power to identify, with its own regulation, "the cases in which the aforesaid declaration is not due by taking into account, if appropriate, of the characteristics of the subject making the declaration or the company whose shares were purchased".
CONSOB has thus identified the following cases of exemption from the obligation to make the declaration pursuant to Article 120, paragraph 4-bis, of the TUF:
a) in the cases of exemption regarding compulsory takeover bids referred to in Article 49, paragraph 1, letters a), c), d) and h), of the IR;
b) in the cases of exemption referred to in Article 119-bis, paragraph 3, letters a), b) and c-ter), of the IR;
c) passive exceedances of the relevant thresholds;
d) purchases made by managers of certain types of funds;
e) purchases made in the context of a public takeover or exchange bid already communicated to the market.
The operation of the exemption in the cases referred to in letters a), c), d) and e) shall be subject to a declaration by the subject concerned about the existence of one of the specific cases for exemption. This declaration will be reported in the model provided for the fulfilment of the disclosure obligations pursuant toArticle 120 of the TUF (Annex 4 of the IR).
The declaration of the existence of a ground for exemption will not be applied in relation to the case referred to in the preceding letter b) because in this case it is not required to make the notification using the model contained in annex 4.
For purchases of treasury shares by the issuer, in implementation of a plan communicated to the market within the meaning of Article 144-bis, paragraph 3, of the IR, taking into account that in this case there can be no "takeover", there is no obligation to make the declaration provided for in Article 120, paragraph 4-bis, of the TUF. In addition, the declaration is not due on the occasion of the first communication of major holdings with reference to the abovementioned thresholds by selling shareholders in the context of an IPO. This is however without prejudice to the fact that the obligation to make the declaration of intentions should be acquitted even in cases where the relevant thresholds are exceeded due to the increase in voting rights.
Still on the subject of ownership structure, CONSOB has submitted for consultation some proposals for amendment of the IR which relate to Article 117. In particular, the new paragraph 2-bis of this article, whose introduction is proposed, is designed to promote the emergence of holdings comprised between the thresholds of 3% and 5% of the capital to if it does not qualify for SME status due to exceeding the criteria referred to in Article 1, paragraph 1, letter w-quater.1), of the TUF. The amendment introduces an obligation of notification of the infra-threshold shareholding held, following the change of applicable regime (from SMEs to ordinary listed companies), with reference to the initial threshold (from 5% to 3%) provided for the notification of holdings in shares.
Specifically, the regulatory proposal provides that:
- issuers shall disseminate a communication to the market in relation to the variation of the SME status (Article 2-ter, paragraph 2, second sentence);
- the obligation for those who hold a shareholding of more than 3% but less than 5% of the voting rights of the issuer that has lost its SME status to communicate this participation to CONSOB and the investee company shall run from the date of the communication described above (Article 117, new paragraph 2-bis, and 121, new paragraph 3-bis, of the IR).
The 20-day consultation will end on July 17, 2019.
Consob, Esma and Bocconi University, in collaboration with the Baffi-Carefin Research Center, published today a call for papers for the eighth edition of the "Securities Markets: Trends, Risks and Policies" conference to be held on March 12th 2020 in Milan at the Bocconi University.
Works will be taken into account with reference to the following topics: financial innovation in securities markets: FinTech, RegTech and SupTech; market microstructure, post-trading and market efficiency; Esg: non-financial information, asset management, value creation; corporate governance issues: board functioning, shareholders engagement and remuneration; financial services, investor protection and financial education.
Contributions must be sent before 23 September 2019 to the e-mail box firstname.lastname@example.org.
Each proposal will be submitted to a referral process – managed by a Scientific Committee chaired by Massimo Guidolin (Bocconi University), Nadia Linciano (Consob) and Claudia Guagliano (Esma) to be approved by a Steering Committee, composed of Bocconi University (Donato Masciandaro, Centro Baffi-Carefin, Director), Esma (Steffen Kerne) and Consob (Carmine Di Noia, Commissioner).
The selection process outcomes will be delivered by November 15th, 2019.
Works applying data relating to the European context, with their policy implications, will be particularly appreciated. It is encouraged, moreover, the sending of contributions by the European Supervisory Authorities and by other competent National Authorities for the strengthening of the debate about financial supervisory issues.
The President of Consob, Paolo Savona, will deliver the introductory keynote speech of the Conference. The final program of the event will be published on Consob and Bocconi University websites by mid-January 2020.
The full text of the call for papers is available at the following links:
Emir Regulatory Fitness and Performance Program (Refit): Publication of the reporting forms relating to the clearing threshold and for the notification of the exemption from the reporting obligation of intercompany derivative contracts (June 21st, 2019)
CONSOB notification on intragroup exemption from the reporting obligation pursuant to Regulation EU n. 2012/648 (EMIR) art. 9.1, as amended by Regulation EU n. 2019/834 (REFIT)
Refit provides an exemption from the reporting obligation of intragroup derivatives contracts.
The exemption can be applied where at least one counterparty of the group is a Non Financial Counterparty (or would be qualified as a non financial counterparty if it were established in the Union) provided that:
1) both counterparties are included in the same consolidation on a full basis and both are subject to appropriate centralised risk evaluation, measurement and control procedures;
2) the parent undertaking is not a financial counterparty;
3) the counterparty has notified their competent authorities of their intention to apply the exemption;
4) the competent authority has express no denial – within three months from the notification – about the compliance with the condition referred to point 1) and 2).
CONSOB notification should be submitted through the following forms. Filling instructions are included in the forms.
CONSOB notification on clearing threshold pursuant to Regulation EU n. 2012/648 (EMIR) art. 4 (a) and art. 10, as amended by Regulation EU n. 2019/834
EMIR Refit provides for a new regime to determine when Financial counterparties (FC) and Non-Financial counterparties (NFC) are subject to the clearing obligation.
A Financial Counterparty (FC) that enters into position in OTC derivatives contracts may calculate their aggregate month-end average position every 12 months.
Where an FC does not calculate its position or where the aggregate result of the calculation, at group level, exceeds the clearing threshold for at least one asset class, the FC immediately notifies CONSOB and ESMA. From that point onward, the FC becomes subject to the clearing obligation for all the asset classes subject to the clearing obligation.
Non Financial Counterparty (NFC) that enters into position in OTC derivatives contracts may calculate its aggregate month-end average position every 12 months.
Where the aggregate result of the calculation, at group level, exceeds the clearing threshold for at least one asset class, the NFC immediately notifies CONSOB and ESMA. From that point onward, the NFC becomes subject to the clearing obligation for OTC derivative contracts that pertain to the asset classes in respect of with the result of the calculation exceeds the clearing threshold.
Where the NFC does not calculate its position NFC become subject to the clearing obligation for the OTC derivative contracts that pertain to any asset class.
This notification should be submitted using the clearing obligation notification form below.
The form also contains a section to notify that the Counterparty "no longer exceeds the clearing threshold".
Consob introduced in Italy on a permanent basis - pursuant to Article 42 of the EU Regulation on financial instruments markets (MiFIR) and of art. 7-bis of the Consolidated Law on Finance - intervention measures to protect retail investors similar to those already adopted by the ESMA, the European Authority for Financial Instruments and Markets, concerning the offer of binary options and contracts for difference (CFD). The measures (resolution n. 20975 and 20976 of 20 June 2019) include:
(i) the ban on the marketing, distribution or sale, in Italy or from Italy, of binary options to retail investors;
(ii) certain limitations concerning the marketing, distribution or sale, in Italy or Italy, of CFDs to retail investors: the setting of leverage limits on the opening of positions; automatic closing when the margin is reached based on the account; protection from negative balance based on the account; the failure to pay incentives by a CFD provider; a warning on the specific risks of the investment, to be prepared according to a standardized format.
The adoption of the measures follows the confirmation of the existence of significant fears for the protection of retail investors in CFDs and binary options. This is due to the complexity and lack of transparency of these products, their peculiar characteristics - which entail, inter alia, disparity between expected return and risk of loss - as well as the methods with which they are marketed and distributed.
The intervention measures will come into force the day after their publication in the Official Journal and will apply, for binary options, from 2 July 2019 and, in relation to CFDs, from 1 August 2019, until their eventual revocation, which will be prepared to apply the conditions set forth in art. 42, par. 6, of the MIFIR regulation.
Rome, 21 June 2019
Consob launched today two public consultations: 1) amendments to the Issuers' Regulations for the adaptation to Regulation (EU) 2017/1129 regarding information prospectuses for the public offer or for the admission to the trading of securities in a regulated market; 2) amendments to the Regulation relating to Crowdfunding for the implementation of the 2019 budget law (Law no. 145 of 30 December 2018).
Amendments to the Issuers' Regulations for the adaptation to Regulation (EU) 2017/1129 regarding information prospectuses for the public offer or for the admission to the trading of securities in a regulated market
Consob Notice of 17 June 2019
Notice regarding compliance with the Guidelines issued by ESMA regarding the limitation of procyclical margins of central counterparties
Consob and the Bank of Italy, as competent authorities for the supervision of Italian central counterparties, comply with the "Guidelines on EMIR anti-cyclical margin measures for central counterparties" issued by the European Securities and Markets Authority (ESMA ), integrating them into their supervisory practices.
The Guidelines, published on the ESMA website in all the official languages of the Union on April 15th, provide detailed indications on the measures that central counterparties must implement to limit the procyclicality of margins, in order to favor a common, uniform and consistent application of the European standards (Article 41 of Regulation (EU) No. 648/2012 and Articles 10 and 28 of Delegated Regulation (EU) No. 153/2013).
ESMA was informed of this compliance pursuant to Regulation (EU) no. 1095/2010.
On 14th June, the Consob annual meeting with the financial market it has been held in Milan, Palazzo Mezzanotte, Piazza degli Affari.
The documentation concerning the meeting is published below:
After the first edition, with the participation of 108 organizations (197 subjects involved overall, including public and private institutions and organizations), and more than 350 events in 120 cities throughout Italy, the Financial Education Month returns from 1 to 31 October 2019. It is promoted by the Committee for the planning and coordination of financial education activities, with the participation of Consob.
The programme of the Month includes a full calendar of events, starting in the first week of October with the "World Investor Week" - the international event dedicated to asset management - to continue with cultural events, information seminars, shows, play days and training on financial education as well as insurance and social security issues.
Projects and initiatives can be submitted to the Committee with the filling out of the online form at www.quellocheconta.gov.it/ottobreedufin from today June 12 until 13 September next.
It will be granted to the participants to the event the use of the official logo of the Month and all the participants will be given evidence in a full national-scale promotion of the event itself, so as to guarantee to the organizers of the various initiatives greater visibility as well as to promote the effectiveness of the undertaken actions through coordination with the other participating subjects.
For all the partners of the Month there will also be available a chat and interactive tools as to maximize communication on the various events as well as to identify all the subjects committed in Italy on these topics, so as to favour the creation of synergies.
The Committee encourages the participation, by the submission of their candidacy, of associations, institutions, companies, universities and research centers, schools, foundations, public administrations and any organization that wants to be involved in the field of financial education with quality events, both non-profit and free for all the participants. All the initiatives having the objective of the increase of basic knowledge on insurance, social security and management and planning of personal and family financial resources will be accepted. All they represent essential knowledge for the serenity of today and the future.
CONSOB and Banca d'Italia, as the authorities in charge of supervising Italian central counterparties, comply with the ‘Conflicts of Interest Guidelines for Central Counterparties' issued by the European Securities and Markets Authority (ESMA), integrating them as part of their respective supervisory practices (Notice of June 3 2019).
The Guidelines, published on the ESMA website on April 5 and on the CONSOB website (at http://www.consob.it/documents/46180/46181/esma70_151_1439_IT.pdf/57b98f79-c68e-4a04-b558-717397426e61), clarify the concept of conflicts of interest and detail the rules and procedures that the central counterparties should adopt in relation to the identification, prevention and management of conflicts of interest.
The intention is to encourage the shared, uniform and consistent application of European standards (article 33 of Regulation (EU) no. 648/2012 and articles 3, 5, 6 and 7 of Delegated Regulation (EU) no. 153/2013).
ESMA was informed of this compliance pursuant to Regulation (EU) no. 1095/2010.
The CONSOB meeting with the financial market will be held this year on Friday, June 14 in Milan.
The meeting is scheduled for 11.00 am at Palazzo Mezzanotte, headquarters of Borsa Italiana.
A speech will be given by the Chairman, Professor Paolo Savona.
"Be aware of fraud!" Fight against illegal financial operations on the web - 38 new supervisory interventions between March and April this year, 60 from the beginning of 2019 - Consob warns against "sites and clone companies" (Press release 17th May 2019)
The cooperation project between Consob and FederTerziario for financial education of small business was presented today in a conference, set at the Chamber of Deputies.
The project aims to the promotion and to the spreading of financial culture in the fabric of small business throughout the Italian national territory. Consob will offer a team ad hoc of technicians, for the purpose of a wider dissemination of the training offer with the organization of on-site meetings in cooperation with the FederTerziario network and IT platform.
The initiative aims in particular to the broadening of information about to the opportunities available for small businesses for accessing the capital market as well as collecting fresh financial resources for the support of both growth and innovation through complementary channels with respect to bank credit ones, like equity crowdfunding, mini-bonds, private equity. At the same time, the initiative aims to the strengthening, by financial education leverage of the self-protection measures against frauds and it aims, too, to make known the out-of-court resolution available mechanisms with the Arbitrator for financial disputes (ACF) for disputes between savers, businesses and intermediaries.
- Participants and Markets
- Be aware of fraud!