Newsletter


Weekly newsletter - year XXIV - No. 31 - 6 August 2018

Commission decisions:

N.B. measures adopted by Consob are published in the Bollettino 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 INVESTOR PROTECTION WARNINGS

Pursuant to art. 7- octies, letter b) of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance - TUF), the National Commission for Companies and the Stock Exchange has ordered the following companies to cease the infringement of art. 18 of the Consolidated Law on Finance - TUF consisting of the provision of unauthorised investment services and activities to the Italian public:

  • Bauman Ltd, through the website https://ava.investments (resolution n. 20553 of August 2, 2018);
  • TradeBNP, through the website www.tradebnp.com (resolution n. 20555 of August 2, 2018);
  • Capital FXG Ltd and Nordic Pearl Ltd, through the website www.forexgrand24.com (resolution n. 20554 of August 2, 2018).

* * *

The National Commission for Companies and the Stock Exchange, has also:

- Suspended, for a period of 90 days, pursuant to article 99, paragraph 1, letter b) of the TUF, the offer to the Italian public concerning the offer of standardised units of "managed accounts" carried out through the website www.opcompany.net (resolution n. 20556 of August 2, 2018);

- Suspended, for a period of 90 days, pursuant to article 99, paragraph 1, letter b), of the TUF, the offer to the public of "lots" of the investment "programme" of Risolvo Srl, also carried out through the website www.risolvobroker.it and the Facebook page https://www.facebook.com/

Risolvo-Broker-Assicurativo-437198853128484 (resolution n. 20550 of August 2, 2018);

- prohibited, pursuant to article 101, paragraph 4, letter c), of the TUF, the advertising activities carried out by Risolvo Srl, through the Facebook page https://www.facebook.com/Risolvo-Broker-Assicurativo-

437198853128484, relating to the offer to the public of financial investments promoted by the companies "Questra World" and "Atlantic Global Asset Management" (resolution n. 20549 of August 2, 2018);

- prohibited, pursuant to Article 99, paragraph 1, letter d), of the TUF, the offer to the Italian public concerning standardised units of "managed accounts" through the website www.segnalivincenti.net (resolution n. 20547 of August 2, 2018).


INVESTOR PROTECTION WARNINGS

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Hong Kong (Securities and Futures Commission - SFC), Malta (Malta Financial Services Authority - MFSA) and British Columbia (British Columbia Securities Commission - BCSC) report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Moneyfall, clone of the authorised company Serpable Ltd (reference n. 799104);
  • My-PersonalLoan, clone of the authorised company McCrory Finance Ltd (reference n. 779887);
  • Lindmand Group (www.lindmandgroup.com), with declared offices in Tokyo;
  • Vbm Capital Partners (www.vbmcapitalpartners.com), with declared offices in Luxembourg, clone of the authorised company Vbm Sarl (reference n. 596802);

Reported by the SFC:

  • Abby Finance Limited (www.amicnk.com, with declared offices in Hong Kong.
  • Xinghui International Development Co Limited (www.xhforex.cn), with declared offices in Hong Kong;
  • En Zheng Gold New Zealand Limited (www.597.hr.com);
  • www.dtgj.com.hk / www.qh.svrvip.com;
  • Huaxin Capital (www.hxfinance.hk).

Reported by the MFSA:

  • Marantino Capital Ltd - OnlyTrades (www.onlytrades.com);
  • FXenergy (www.fxenergytrade.com).

Reported by the BCSC:

iqtrade24/ Bo Tradefinancials Ltd (www.iqtrade24.com).


2I TOWER SRL PUBLIC TAKEOVER BID ON EI TOWERS SPA SHARES: CONSOB APPROVES THE BID DOCUMENT

CONSOB has approved the document relating to the full voluntary public takeover bid promoted by 2i Towers Srl, pursuant to and for the effects of articles 102 and 106, paragraph 4 of Italian Legislative Decree n. 58/1998 (TUF), on ordinary shares issued by Ei Towers Spa (resolution n. 20545 of August 1, 2018).

The bidder is a vehicle company established on July 10, 2018 and indirectly controlled by F2i Fondi Italiani per le Infrastrutture Società di Gestione del Risparmio Spa (F2i). The share capital of the bidder is entirely held by 2i Towers Holding Srl (Holdco), a company established on July 6, 2018 for the purposes of the operation. The share capital of Holdco is held at 60% by F2i Tlc Srl (Topco), a company established on July 3, 2018 for the purposes of the operation, and at 40% by Mediaset Spa, Topco entirely owned by F2i in behalf of, for and in the interest of the F2i fund - Terzo fondo per le infrastrutture ( third infrastructure fund). In the case of completion of the bid, F2i will exercise control over Ei Towers, pursuant to article 93 of the TUF.

The issuer Ei Towers (EIT), listed on the Mercato Telematico Azionario (MTA), STAR segment, operates in the field of network infrastructures and integrated services for electronic communications for the benefit of the operators in the field of broadcasting, radio and the mobile telecommunications sector, wireless, as well as operators of public utilities and institutions. It also operates in the sector of theInternet of Things.

The bid concerns 28,262,377 ordinary Ei Towers shares, equal to 100% of the ordinary share capital of the issuer. In the context of the framework agreement signed on July 16, 2018, there is the obligation of Elettronica Industrial to participate in the bid with all 11,305,120 Ei Towers shares held (equal to 40.001% of its share capital). Currently EIT holds 1,364,540 treasury shares, equal to 4.83% of the share capital.

The unit price offered is equal to 57 Euros and recognises a premium of approximately 15.6% with respect to the official price of the Ei Towers shares on July 16, 2018.

The bidding period agreed with Borsa Italiana starts on August 27, 2018 and ends on October 5, 2018. Payment shall be made on the fifth open trading day following the closure of the bidding period, or October 12, 2018.

The offer is subject to the rules on the opinion of the independent directors and to the possible reopening of the terms, which will take place on October, 15, 16, 17, 18 and 19, 2018 and the related payment on October 26, 2018.

The bidder intends to achieve the delisting of the security and has stated that:

(i) if, as a result of the bid, it should come to hold a shareholding greater than 90% but below 95% of the issuer's share capital it will not restore a float sufficient to ensure smooth running of trading and will fulfil the commitment to buy referred to in article 108, paragraph 2 of the TUF;

(ii) if, as a result of the bid, it should come to hold a shareholding of at least 95% of the issuer's share capital, it will exercise the right to buy referred to in article 111 of the TUF and will simultaneously fulfil the commitment to buy referred to in article 108, paragraph 2 of the TUF through a single procedure.

The completion of the offer is conditional upon the occurrence of the following events:

- Participation in the offer is such as to allow the bidder to come to hold a total shareholding exceeding 90% of the share capital of the issuer (condition on the threshold);

- that no communications are received, no later than the second trading day prior to the date of payment of the consideration, from the Presidency of the Council of Ministers, relating to the exercise of vetoes and/or remarks and/or opposition to the conditions in relation to the acquisition of control of Ei Towers by the bidder (Golden power condition);

- the unconditional approval by the AGCM (Italian Competition Authority), no later than the second trading day prior to the date of payment of the consideration, of the acquisition of control of Ei Towers by the bidder (Antitrust condition);

- non-occurrence, within the first day of trading following the end of the bidding period, of events that have substantially prejudicial effects on the bid and/or on the issuer, i.e. involving or that could lead to detrimental capital, economic or financial changes to the issuer (Mac condition).

The above conditions are waivable. With reference to the condition on the threshold, the bidder has stated that, in the case in which the condition on the threshold does not occur, it reserves the right to waive the same and purchase a lower amount of shares, if it should come to hold a shareholding in the issuer's capital above 61.30%.

The statement referred to in article 103, paragraph 3, of the TUF and article 39 of the Issuers' Regulation is attached to the bid document.


FENICE SPA PUBLIC TAKEOVER BID ON ZEPHYRO SPA SHARES: CONSOB APPROVES THE BID DOCUMENT

CONSOB has approved the document relating to the public takeover bid promoted, pursuant to articles 102 et seq. of Italian Legislative Decree n. 58 of 1998 and of Article 9 of the issuer's bylaws, by Fenice - Qualità per l'Ambiente Spa (Edison group) on the entirety of the shares issued by Zephyro Spa (resolution n. 20544 of August 1, 2018).

Fenice is a company that belongs to the Edison group and offers its customers energy eco-efficiency solutions to reduce energy consumption and environmental impact, offering services that start from the first eco-energy diagnosis and go up to asset management . In these areas, Fenice offers auditing and design, certification and consultation, construction and management of systems, and the operation and maintenance of the same.

The capital of the bidder is entirely held by Edison Spa whose savings shares are listed on the MTA.

The issuer, whose shares are traded on Aim Italia/Mercato alternativo del capitale, an MTF organised and managed by Borsa Italiana Spa, is active in the design, implementation and financing of energy-saving interventions (for example cogeneration, trigeneration and district heating services) with high technological content as well as in the management and maintenance of the systems and the provision of related services for complex energy-intensive facilities, aimed at reducing consumption and pollutant emissions and the achievement of cost savings.

The date of the bid document, the issuer only has one other shareholder in addition to the bidder that holds a shareholding in excess of 5% of the share capital with voting right: DeA Capital Alternative Funds Sgr Spa, in the name and on behalf of the fund "Idea Efficienza Energetica e Sviluppo Sostenibile" with a shareholding equal to 7.46% of the share capital with voting right.

The rules dictated by the TUF on public takeover bids and, consequently, the competence of the Commission, also applies to public takeover bids and exchange of securities listed on the Aim if directed to a number of subjects exceeding 150 and with a total counter-value in excess of 5 million euros, as in the case in question, as it is expected that the total value of the offer is equal to 39,095,201.50 Euros.

The circumstance of the mandatory public takeover bid arose due to the purchase by the bidder of 7,007,299 ordinary shares of the issuer on July 2, 2018, equal to 71.32% of the ordinary share capital and 70.66% of the total share capital with voting rights of the issuer, at a price of 10.25 Euros for each ordinary Zephyro share, in execution of the sale contract signed on May 28, 2018 between the bidder and Prima Holding Srl.

The offer concerns a maximum of 3,814,166 ordinary Zephyro shares, solely traded on the AIM, equal to 34.95 % of the total share capital with voting rights post-conversion of Zephyro warrants (and to 35.25% of its ordinary share capital), i.e.:

- 2,817,340 shares, corresponding to the entirety of the issuer's ordinary shares in circulation at the date of the bid document not held by the bidder on the same date;

- 996,826 shares, corresponding to the entirety of the issuer's ordinary shares which may be issued to the outcome of the exercise of "Zephyro Spa warrants".

The maximum number of issuer's shares potentially arising from the exercise of the warrants was calculated by taking the maximum exercise ratio within the meaning of Article 3 of the regulation of the warrants themselves, i.e. 0.2881 newly issued Zephyro shares for each warrant exercised.

The bid does not cover the 91,672 "performing shares" issued by Zephyro, which have voting rights and amount to 0.93% of the issuer's overall capital with voting rights which are not admitted to trading on the AIM (nor in any other equity market), are not transferable, are all held by Prima Holding and at a date following the regulation of the offer will be converted into ordinary shares of the issuer in the ratio of one ordinary share for every performing share as provided for in the issuer's Bylaws.

The warrants are not covered by the bid.

The unit price offered is equal to 10.25 Euros for each share.

The bidding period starts on August 20, 2018 and ends on October 1, 2018 (inclusive). The possible reopening of the terms of the offer will take place on October 9, 10, 11, 12 and 15, 2018.

The offer is aimed at delisting the Zephyro security on the AIM.

The issuer's Bylaws do not invoke articles 108 and 111 of the TUF, therefore the commitment to buy and the right to buy provided for therein are neither applicable by law or according to the Bylaws.

Pursuant to "Part Two - Guidelines" of Article 41 of the AIM Regulation, should the bidder come to hold, at the end of the bid, a percentage of the issuer's ordinary share capital exceeding 90% of the capital itself, the preconditions for the delisting occur automatically, without the need to pass through the assembly and/or other particular formality.

In the event that, instead, at the end of the bid, the bidder should come to hold a total shareholding equal to or less than 90% of the issuer's share capital, it may (i) request to the board of directors of the issuer to convene a meeting of the issuer's shareholders to deliberate on the delisting pursuant to the guidelines referred to in art. 41 of the AIM Regulation (which shall be approved by a favourable vote of at least 90% of the votes cast by the shareholders meeting) or (ii) proceed to a merger into a company forming part of the Edison group whose shares are not traded on regulated markets, nor traded on an MTF, nor widely circulated among the public, with consequent delisting of the issuer's shares and warrants pursuant to the regulations in force.

The statement referred to in article 103, paragraph 3, of the TUF and article 39 of the Issuers' Regulation is attached to the bid document.


A2A SPA AND LARIO RETI HOLDING SPA PUBLIC TAKEOVER BID ON ACSM-AGAM SPA SHARES CONSOB APPROVES THE BID DOCUMENT

CONSOB has approved the document relating to the mandatory public takeover bid promoted, pursuant to articles 106, paragraph 1 and 109 of Italian Legislative Decree n. 58 of 1998, by A2A Spa and Lario Reti Holding Spa on shares issued by Acsm-Agam Spa (resolution n.20546 of August 2, 2018).

Acsm-Agam, head of the group of the same name has been listed on the MTA since1999 and operates in the sale of gas and electricity, gas distribution and water services, waste incineration, district heating, heat management and public lighting.

The bidders are A2A, listed on the MTA and operational in the field of the production and distribution of gas and electricity and Lario Reti Holding (LRH), an entirely public capital company that operates in the integrated water service in the provinces of Lecco and Como.

The obligation to promote the offer arose due to the execution of a broader operation of

aggregation between various multi-utility companies, most of whose shares are held by local authorities, located in the north of Italy and operating mainly in the field of sale and distribution of electricity and gas and, in general, in the provision of public services.

On January 23, 2018, the board of directors of Acsm-Agam, Aspem, Azienda Energetica Valtellina Valchiavenna (Aevv), Aevv Energie, Lario Reti Holding, Acei Service, Lario Reti Gas and A2A, approved an industrial partnership project (operation) the terms and means of implementation of which were outlined through a framework agreement, signed on January 23, 2018, by Acsm Agam, A2A, Lrh, Aspem, and Aevv.

Within the meaning of the above framework agreement, the operation would have involved, inter alia:

- the transfer by A2A, the sole shareholder of A2A Idro4 Srl, to A2A Idro4 itself of the branch of the company constituted by four hydroelectric plants;

- the merger by incorporation into Acsm-Agam of: Aspem, and the beneficiary of the transfer A2A Idro4, both controlled by A2A; Aevv and Aevv Energies, a company controlled at 51% by Aevv; Acei Service and Lario Reti Gas, both under Lrh;

- the division of a branch of A2A ENERGY, entirely controlled by A2A, in favour of Acsm-Agam;

- the execution of a single capital increase of Acsm-Agam, at the service of the merger and the division of the value of 120,724,700 Euros of which: 110,907,805 Euros in service of the merger with the assignment of 110,907,805 shares to the shareholders of the companies to be merged on the basis of the exchange rates reported in the draft terms of the merger and determined by the boards of directors of the participating companies and 9,816,895 Euros at the service of the division, with the issue of 9,816,895 shares to be assigned to the sole shareholder of the company being divided, A2A;

- the addmission to listing of the new Acsm-Agam shares issued within the scope of the capital increase at the service of the merger and of the division;

- the definition of the governance of Acsm-Agam and of its subsidiaries through the subscription of a new shareholders' agreement that would aggregate the Acsm-Agam shares held post merger and division by the bidders and the Municipality of Como, by the Municipality of Monza, by the Municipality of Sondrio and by the Municipality of Varese;

- The possible fulfilment of the obligation to promote a public takeover bid on Acsm-Agam shares not held, post operation, by subjects participating in the agreement, if the issuer's assembly called to approve the draft terms of the merger and division had not resolved with the majorities required for the purposes of the applicability of the hypothesis of exemption from the bid obligation referred to in Article 49, paragraph 1, letter g, of the Issuers' Regulation.

On March 12, 2018, as communicated to the market on March 15, the Municipality of Como, the Municipality of Monza, the Municipality of Sondrio and the Municipality of Varese were also party to the framework agreement ("jointly obliged" or the "Municipalities"). On March 30, 2018, A2A, LRH and the Municipalities signed a shareholders agreement in the form already substantially agreed by the parties within the framework agreement.

The draft terms of the merger and division were approved by the assembly of Acsm-Agam held on May 16, 2018 without the majorities envisaged, for the purposes of exemption from the obligation to promote a public takeover bid referred to in Article 49 paragraph 1, letter g, of the Issuers' Regulation.

The merger and division were finalised on July 1, 2018 and on the same date the transfer was implemented and the shareholders' agreement took effect. As a result of the merger and the division, the shareholders of the companies to be merged and of the company being divided received Acsm-Agam shares in exchange and, in particular, A2A increased its percentage shareholding in the capital of Acsm-Agam from 23.9 % to 38.91 %, Lrh purchased 23.05% of the same capital and, overall, those jointly obligated received 171,078,920 Acsm-Agam shares in exchange, equal to 86.69 % of the issuer's capital. Therefore, at the effective date of the merger and division, pursuant to articles 106, paragraph 1, and 109 of the TUF, the bidders and those jointly obliged due to the shareholders' agreement, in particular, A2A, Lrh and the Municipalities, came to bear the obligation to launch a bid on the entirety of the shares issued by Acsm-Agam.

The bid obligation, as agreed by the parties in the framework agreement, will be fulfilled by A2A and Lrh including on behalf of other parties jointly obliged.

The bid covers 26,264,874 Acsm-Agam shares, equal to 13.31 % of the capital and the entirety of the shares issued by the issuer having deducted the shares held by the bidders and those jointly obliged with them. At the document date, the issuer holds no treasury shares.

The consideration is of 2.47 Euros per share, the same value as that that attributed to Acsm-Agam shares for the purposes of the determination of the exchange rate of the merger and division.

The maximum disbursement will be equal to 64,874,238.87 Euros of which, according to the agreements between the parties, 47,624,178.69 Euros will be paid by A2A and the remaining 17,25,060.09 Euros by LRH.

The bidding period agreed with Borsa Italiana runs from August 20, 2018 and will end on September 7, 2018 (inclusive), unless extended, with payment date September 14, 2018. The offer is subject to the rules on the opinion of the independent directors and on the reopening of the terms, which will take place on September, 17, 18, 19, 20 and 21, 2018 and the related payment on September 28, 2018.

The bid is not aimed at the delisting of the issuer, therefore:

- If the bidders, alongside those jointly obliged, should come to hold an overall shareholding

exceeding 90% of the issuer's shares, they have declared, pursuant to Article 108, paragraph 2, of the TUF, that they intend to restore a float sufficient to ensure smooth running of trading, within 90 days;

- if they should come to hold an overall shareholding of at least 95% of the issuer's share capital, they will be required to fulfil the commitment to buy the remaining shares in circulation, pursuant to article 108, paragraph 1 of the TUF.

Moreover, the bidders have stated that the do not intend to make use of the right to buy referred to in article 111 of the TUF and, in any case, will not restore a float sufficient to ensure smooth running of trading.

The statement referred to in article 103, paragraph 3, of the TUF and article 39 of the Issuers' Regulation is published alongside the document.


ACSM-AGAM: EQUIVALENCE FINDING ON THE INFORMATION DOCUMENT CONCERNING THE MERGER BY INCORPORATION AND THE PARTIAL DIVISION

CONSOB has also issued the equivalence finding on the prospectus of the information document (drawn up on the basis of the directors' illustrative report) concerning the merger by incorporation into Acsm-Agam of A2IA Idro4, Acei Service, Aevv Energie, Aspem, Azienda Energetica Valtellina Valchiavenna and Lario Reti Gas and the partial division of A2A Energia in favor of Acsm-Agam.

The equivalence finding exempts the company from the obligation to publish a prospectus for the admission to trading on the MTA of new ordinary Acsm-Agam shares issued at the service of the merger and division. In fact, Article 57, paragraph 1(d) of the Issuers' Regulation provides for an exemption from the obligation to publish a prospectus provided that "a document containing information considered by CONSOB to be equivalent to that of the prospectus, taking into account the obligations laid down by EU legislation" is made available.


CONSOB APPROVES THE BID PROSPECTUS OF BANCA POPOLARE ETICA SCPA

The public bid prospectus for subscription of ordinary shares and the sale of treasury shares of Banca Popolare Etica Scpa has been approved.

The Bank is an issuer of widely circulated financial instruments pursuant to article 116 of the TUF, therefore it is subject to the legal obligations envisaged for these issuers. The bank's shares are also admitted to the centralised management and administration system in dematerialised form.

The subscription bid is addressed to the general public and relates to ordinary shares with the same rights and characteristics as the shares in circulation. The subscription price is 57.50 Euros per each share (of which 5.00 Euros as share premium).

The minimum lot for participation in the bid for those who are not the issuer's shareholders is 5 shares, for a counter-value of 287.50 Euros, including share premium. There is no minimum lot for participants in the bid that, at the time of the participation request, are already shareholders of the issuer.

The bid also includes the treasury shares in the bank's portfolio (offer of sale) and will start on August 13, 2018 and end on January 31, 2019 and is divided into seven monthly sub-periods.

The bank, as in the previous bid (August 2017 - January 2018, see "Consob informa" n.24/2017), has stated its intention to also promote the new bid in Spain, although with a deferred start date (September 10, 2018) with respect to that established for the bid to be carried out in Italy.

There is no maximum amount of newly issued shares nor a predetermined amount of treasury shares subject to sale.

The issue or sale and the delivery of the shares will take place at the first meeting of the Board of Directors in the month following the end of each monthly bidding period.

In the "warnings" and "risk factors" paragraphs the prospectus reports the risk elements for investors relating to the issuer and the group, the sector and the markets in which they operate, the operation and the financial instruments offered. In the warnings and risk factors, the prospectus highlights that the shares are not listed on regulated markets nor traded in multilateral trading facilities or through systematic internalisers.


 CONSOB APPROVES THE LISTING PROSPECTUS OF SPACE4 SPA SHARES AND WARRANTS

The prospectus for the admission to trading on the MTA, STAR segment, of ordinary shares and market warrants issued by Space4 Spa, as a result of the merger by incorporation of Guala Closures Spa (GC) into Space4, has been approved.

Borsa Italiana Spa issued the admission measure of on July 30, 2018.

Space4 is a special purpose investment vehicle ("SIV") established in order to seek out a target company with which to carry out the relevant operation pursuant to the Bylaws. Space4 was established by Space Holding Srl on September 19, 2017 and, since December 21, 2017, ordinary Space4 shares and the Space4 market warrants have been admitted to listing on the MIV, SIV segment.

The activity of seeking out investment opportunities carried out by Space4 terminated with the identification, as a target company, of Guala Closures Spa, the parent company of a group operating in the sector of the production of caps for alcoholic beverage bottles and aluminium caps for wine. It also produces caps for containers of water olive oil, vinegar and pharmaceutical products.

The Guala Closures group also operates in the sector of the production of PET (polyethylene terephthalate) bottles.

The Space4-Guala Closures business combination transaction is substantially divided into three phases:

A. a capital increase of Guala Closures for approximately 25 million Euros, to be executed through the issue of a maximum of 3,701,614 ordinary shares of the company to be merged with which the GC management warrants will be combined;

B. the purchase by Space4, PII (by virtue of the designation by Peninsula within the meaning of the framework agreement) and Quaestio Capital Sgr Spa of a total of 61,200,000 ordinary shares of the merging company held by Gcl, representing 78.13% of the share capital of Guala Closures, for a total consideration amounting to 413.3 million Euros and a consideration per share equal to 6.753813 Euros ("purchase");

C. the merger by incorporation of Guala Closures into Space4 with simultaneous allocation to the shareholders of Guala Closures other than Space4 of ordinary shares in exchange and B shares in exchange offer and the holders of GC warrants of management warrants in exchange ("merger").

At the service of the merger the extraordinary shareholders meeting of Space4 has approved:

(i) a divisible capital increase in for a nominal maximum of 52,899,963 euros to be carried out through the issue of up to a maximum 52,899,963 shares of which (i) a maximum of 48,577,525 ordinary shares to be assigned in exchange for ordinary shares of Guala Closures, on the basis of the exchange rate indicated in the draft terms of the merger and (ii) a maximum of 4,322,438 B shares to be assigned in exchange for B shares of Guala Closures on the basis of the exchange rate indicated in the draft terms of merger;

(ii) a further divisible capital increase for a maximum amount, inclusive of share premium, of 13 million Euros to be carried out through the issue of a maximum of 1,000,000 Guala Closures management warrant conversion shares in exchange (i.e. issuer's ordinary shares), reserved for the exercise of the right to subscription held by carriers of management warrants in exchange (which will be issued and assigned as part of the merger on the basis of the exchange rate, to the holders of GC management warrants).

Upon completion of the merger, the share capital of the issuer will consist of 67,184,904 shares, of which 62,049,966 ordinary shares, 4,322,438 Class B shares and 812,500 category C shares. The class B shares will be give entitlement to three votes in assembly and will be entirely held by Gcl while the C shares, which do not have voting rights, will be held by Space Holding Spa. The B and C shares will not be traded on the MTA. There is a pledge in favor of Credit Suisse AG on the issuer's ordinary shares held by Gcl and on B shares held by Gcl.

At the prospectus date, Space4 has issued the following warrants:

(i) 10,000,000 warrants called "Space4 Spa market warrants" that will not be the subject of the exchange as part of the merger and that, at the effective date of the merger, will be renamed "Guala Closures Spa market warrants" ("market warrants");

(i) 2,500,000 warrants called "Space4 Spa sponsor warrants", unlisted, that will not be the subject of the exchange as part of the merger and that, at the effective date of the merger, will be renamed "Guala Closures Spa sponsor warrants" ("sponsor warrants").

On the effective date of the merger, the following will be issued: (a) a further 9,367,402 market warrants with the same characteristics as the 10,000,000 market warrants and that, together with the latter, will be admitted to trading on the MTA, STAR segment; (b) 1,000,000 management warrants in exchange, unlisted, which will be assigned, on the basis of the exchange rate, to the holders of GC management warrants. The sponsor warrants and the management warrants will not be traded on the MTA.

In the "warnings" and "risk factors" paragraphs the prospectus reports the risk elements for investors relating to the issuer and the Guala Closures group post-merger, the sector in which the Guala Closure group operates and in which it will operate, at the effective date of the merger, and the financial instruments issued by the issuer post-merger for which admission to listing is requested.


MEMO: CONSOB-ESMA-BOCCONI CONFERENCE, "SECURITIES MARKETS: TRENDS, RISKS AND POLICIES" - CALL FOR PAPERS

Through the Baffi-Carefin Research Centre, CONSOB, ESMA and Bocconi University have published a call for papers for the conference, "Securities markets: trends, risks and policies", to be held March 7, 2019 in Milan at the Bocconi University.

Work on the following topics will be taken into consideration: financial innovation and systemic risk; microstructure of markets, post-trading and market efficiency; market-based finance; corporate governance; financial services, investor protection and financial education.

Contributions are to be submitted by October 31, 2018 via email to "convegni@consob.it" . Each proposal will be subject to a referral process - supervised by a scientific committee coordinated by Massimo Guidolin (Bocconi University), Claudia Guagliano (ESMA) and Luca Giordano (CONSOB) - with approval by a steering committee, composed of Bocconi University ( Donato Masciandaro, Director of the Baffi-Carefin Centre), ESMA and CONSOB (Carmine Di Noia, Commissioner). The results of the selection will be announced by December 10, 2018.

Work that employs data relating to the European context with policy implications shall be particularly welcome. We also encourage contributions from European supervisory authorities and other competent national authorities in order to strengthen the debate on issues of financial supervision.

CONSOB Chairman, Mario Nava will make the keynote speech introducing the conference and Andrea Sironi (Bocconi University and President of Borsa Italiana) will present the final considerations. The final conference programme will be published on the CONSOB, ESMA and Bocconi University websites by the end of first week of January 2019.

The full call for papers is available at the following links:

http://www.consob.it/web/area-pubblica/seminari-e-convegni;

http://www.bafficarefin.unibocconi.eu/wps/wcm/connect/cdr/baffi_carefin/home/newsevents.


MEMO: ROME, OCTOBER 4, 2018: PRESENTATION OF "CONSOB REPORT ON THE INVESTMENT CHOICES OF ITALIAN HOUSEHOLDS"

In collaboration with the CASMEF (Arcelli Centre for Monetary and Finance Research) of the Luiss University of Rome and the magazine Minerva Bancaria, CONSOB has organised a seminar called "Financial knowledge, attitudes and investments of Italian households. The indications of the CONSOB Report". The report provides evidence on the level of financial knowledge, investment habits and the demand for financial advice among Italian households.

The presentation, introduced by the CONSOB Chairman Mario Nava, will be held on Thursday, October 4 at 5 pm at the Luiss Guido Carli, Aula Toti (Via Romania, 32 - Rome).

The conference programme will be available in early September.

Participation is free; however, please register online using the SIPE form (http://www.consob.it/web/area-pubblica/iscrizione-seminari).http://www.consob.it/web/area-pubblica/iscrizione-seminari).


- COMMISSION DECISIONS -

taken or made public during the week
(the documents are available in the Italian version of "Consob Informa") 

Takeover bids and exchange tender offers

  • The document relating to the full voluntary public takeover bid promoted by 2i Towers Srl, pursuant to and for the effects of articles 102 and 106, paragraph 4 of Italian Legislative Decree n. 58/1998, on ordinary shares issued by Ei Towers Spa has been approved (resolution n. 20545 of August 1, 2018).
  • The document relating to the public takeover bid promoted, pursuant to articles 102 et seq. of Italian Legislative Decree n. 58 of 1998 and of Article 9 of the issuer's bylaws, by Fenice Spa on the entirety of the shares issued by Zephyro Spa has been approved (resolution n. 20544 of August 1, 2018).
  • The document relating to the mandatory public takeover bid promoted, pursuant to articles 106, paragraph 1 and 109 of Italian Legislative Decree n. 58 of 1998, by A2A Spa and Lario Reti Holding Spa on shares issued by Acsm-Agam Spa has been approved (resolution n.20546 of August 20546, 2018).

Prospectuses

  • The prospectus concerning public subscription offer and sale of ordinary Banca Popolare Etica Scpa shares has been approved (decision of August 1, 2018).
  • The prospectus for the admission to trading on the MTA, STAR segment , of ordinary shares and the market warrants issued by Space4 Spa has been approved (decision of August 2, 2018).
  • The base prospectus relating to the public bid programme of debenture loans issued by Cassa di Ravenna Spa has been approved (decision of August 1, 2018).
  • The base prospectus relating to the public bid programme of debenture loans issued by Banca di Credito Cooperativo di Carate Brianza Sc has been approved (decision of August 2, 2018).
  • The registration document and the base prospectus relating to the public bid programme of debenture loans issued byCassa di Risparmio di Asti Spa has been approved (decision of August 1, 2018).
  • The registration document and the base prospectus relating to the public bid programme and/or listing of debenture loans issued by Iccrea Banca Spa - Istituto Centrale del Credito Cooperativo has been approved (decision of August 2, 2018).
  • The registration document and the base prospectus relating to the public bid programme of debenture loans issued by Cassa di Risparmio di Biella e Vercelli Spa has been approved (decision of August 1, 2018).
  • The supplement to the base prospectus relating to the public bid programme of debenture loans issued by Banca di Credito Cooperativo Bergamasca e Orobica Sc has been approved (decision of August 1,2018).
  • The registration document and the base prospectus relating to the public bid programme of debenture loans issued byBanca Nazionale del Lavoro Spa has been approved (decision of August 2, 2018).

Registers and lists

  • Precautionary suspension, for one year, of Riccardo Buti from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20507 of June 28, 2018).
  • Precautionary suspension, for sixty days, of Renio Marchesini from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20538 of July 25, 2018).

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, Laura Ferri, 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.