Weekly newsletter - year XXVIII - No. 43 - 27 December 2022

News of the week:
SAVE THE DATE - The investment choices of Italian households - Financial culture, innovation and sustainability: Presentation VIII Consob Report
Professional assignments relating to companies operating in the crypto-asset sector. Warnings
Consob amends the Issuers' Regulation regarding key information that investment funds must provide to investors
Holding Stilosa Spa takeover bid on Nice Footwear Spa shares and warrants
Tiscali Spa: Consob approves the listing prospectus for new shares
Fidia Spa: Consob approves the listing prospectus for new shares
Question on the non-applicability of the Takeover Bid regulation in relation to a capital increase transaction
Investor protection warnings from other regulatory authorities

Other Commission decisions

- NEWS OF THE WEEK -

NOTICE: The publication of "Consob Informa" will be suspended for two weeks and will resume on Monday 16 January with No. 1/2023.

 

Consob presents a series of seminars entitled The investment choices of Italian households – Financial culture, innovation and sustainability based on the data collected by the Observatory 'The approach to finance and investment of Italian households'.

The first seminar, The investment choices of Italian households Evidence from the eighth Consob Report, will be held on Thursday 26 January 2023, from 10:00 to 11:30. Paolo Savona, Consob Chairman, Riccardo De Lisa (University of Cagliari), Nadia Linciano and Monica Gentile (Consob Studies Division) shall take part. The detailed programme of the event will be available shortly.

The Report provides evidence regarding the financial knowledge, attitudes and investment choices of Italian financial decision-makers. The eighth edition, which will be available on the Consob website at the end of the seminar, is dedicated to investors and explores knowledge of investment products and services, demand for financial advice, interest in sustainable investments and digitised services, and gender differences. Attendance is free of charge, though attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari.

The event can also be streamed using the following link: https://youtu.be/Edlqh9QsGbg.

Professional assignments relating to companies operating in the crypto-asset sector. Warnings

The Commission has published a warning addressed to audit firms and independent auditors with assignments concerning the financial statements of Public-Interest Entities (PIEs) and Entities subject to intermediate regime (ESRI).

Following the recent events affecting the crypto-asset sector, Consob warns auditors (Warning no. 6 of 20 December 2022) about the high risks, also in terms of anti-money laundering, associated with these activities, considering the potential professional and legal responsibilities arising from the acceptance and performance of audit and assurance assignments on subjects operating in the sector. 

The limits that the crypto-asset sector presents in terms of regulation and transparency, the interconnections that characterise the subjects operating in various capacities, as well as the effects associated with the events of default of the sector's main operators, require that auditors raise professional skepticism to the maximum level.

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The Commission has published a warning addressed to audit firms and independent auditors with assignments concerning the financial statements of Public-Interest Entities (PIEs) and Entities subject to intermediate regime (ESRI).

Following the recent events affecting the crypto-asset sector, Consob warns auditors (Warning no. 6 of 20 December 2022) about the high risks, also in terms of anti-money laundering, associated with these activities, considering the potential professional and legal responsibilities arising from the acceptance and performance of audit and assurance assignments on subjects operating in the sector. 

The limits that the crypto-asset sector presents in terms of regulation and transparency, the interconnections that characterise the subjects operating in various capacities, as well as the effects associated with the events of default of the sector's main operators, require that auditors raise professional skepticism to the maximum level.

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The rules change regarding the key information that investment funds must provide to investors. From 1 January 2023 - according to the latest amendments to the Issuers' Regulation (resolution no. 22551 of 21 December 2022) approved by Consob in implementation of the EU regulations – the Key Information Document (KID), already adopted for financial-insurance products and closed-end AIFs (alternative investment funds), aimed at retail investors, will also apply to the other categories of funds, UCITS (undertakings for collective investment in transferable securities) and open-end AIFs for retail customers. Until the end of 2022, UCITS and AIFs, benefiting from a special exemption provided for by European legislation, will use, on the other hand, another critical information sheet, referred to as the KIID (Key Investor Information Document), as required by sector-specific EU provisions.

This standardises the rules on critical information sheets, which in just a few pages describe the characteristics of the financial products offered, such as their duration, return, degree of risk, for instance. Starting in 2023, therefore, all types of PRIIPS (Packaged Retail and Insurance-based Investment Products), that is, hybrid financial products of a financial-insurance nature, aimed at retail customers, will be accompanied by key information presented according to the same model.

Offers of UCITS funds aimed at non-retail investors (known as "qualified" investors, such as banks and investment firms), for which managers will have a choice between KIDs and KIIDs, are an exception to this.

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Consob has approved the document, relating to the voluntary takeover bids promoted, pursuant to Article 102, paragraph 4 of the Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance) and pursuant to Article 11 of the Articles of Association of Nice Footwear Spa, by Holding Stilosa Spa on ordinary shares and warrants issued by Nice Footwear Spa and traded on Euronext Growth Milan (resolution No. 22553 of 22 December 2022).

Holding Stilosa Spa (that is, BidCo) is a corporate vehicle under Italian law, specifically established for takeover bids whose share capital is 100%-owned by Palladio. Palladio, 52.78%-owned by Sparta Holding, is controlled indirectly by Jacopo Meneguzzo, who has an aggregate holding of 60.83% of the votes in Sparta Holding - directly (28.33%) and through Kite Spa (32.5%) - the latter being a company that Meneguzzo controls with 59.03% of the voting rights. Jacopo Meneguzzo is therefore the ultimate holding company of the bidder, pursuant to Article 2359 of the Italian Civil Code, paragraph 1, no. 1, and Article 93 of the Consolidated Law on Finance.

Palladio, Sparta Holding, Jacopo Meneguzzo, Nice Company and Bruno Conterno, as well as Francesco Torresan (the "Persons Acting in Concert") act in concert with BidCo in the context of the offers, pursuant to Article 101-bis, paragraphs 4 and 4-bis of the Consolidated Law on Finance.

Nice Footwear is the operational holding company of the Nice Footwear group, specialising in the design, development, production and marketing of sports and leisure footwear with its own brands, under licence and on behalf of third parties. The share capital of the issuer consists of 2,049,900 ordinary shares, of which 73.2% are held by Nice Company and the remaining 26.8% are on the market. Nice Footwear has also issued 259,980 warrants, currently outstanding, of which 57.7% (or 150,000), which will be contributed to the warrant offer, is held by Nice Company.

The subject of the offers was determined on the basis of the subscription and non-subscription commitments undertaken by Nice Company pursuant to the agreement. In particular, Nice Company, which as mentioned holds 73.2% of the share capital of the issuer, has undertaken to:

- not subscribe to the share offer, for 49% of the pre-dilution share capital (the "retained shareholding"), and to subscribe to the remaining shares held by it, for 24.2% of the same capital;

- to subscribe to the warrants offer with all of its warrants, equal to 57.7% of the same (unable in this way to exercise them and subscribe to the relative compendium shares).

Therefore, in the light of these commitments:

the bid on the shares covers:

the warrants offer covers a maximum of 259,980 warrants, representing 100% of the warrants issued and in circulation, including the 150,000 warrants held by Nice Company (57.7% of the warrants) subject of the relative commitment to subscribe.

Therefore, as a result of the subscription period, as possibly extended: Bruno Conterno, indirectly – through Nice Company – will continue to hold a shareholding of at least 46.5% (in the case in which all the compendium shares are issued) and at most 49% of the share capital of Nice Footwear; the bidder, on the other hand, may hold a shareholding of between a minimum of 31% (if it accepts the so-called minimum sub-threshold –) and a maximum of 51% of the relative Pre-Dilution share capital (in the case of full subscription to the share offer) – and between 33.49% and 53.5% in the case in which all the Compendium Shares are issued –, as well as, at the most, all the warrants.

The agreement also governs the commitment of the relevant shareholder to obtain the resignation of the majority of the members of the Board of Directors of the issuer and the corresponding commitment of the bidder to ratify the work of the same, not to encourage or vote on liability actions against them (without prejudice to the hypotheses of wilful misconduct and gross negligence) and not to make complaints pursuant to articles 2408 and 2409 of the Italian Civil Code with related indemnity in favour of the resigning parties in the event of actions and/or claims brought by the bidder, by the issuer and by companies belonging to the same group as the bidder in breach of the commitments thus assumed.

The transaction is aimed at withdrawing the shares and the warrants of the issuer from trading on Euronext Growth Milan (delisting) and, in line with this reasoning, the bids are conditional on the bidder reaching - whilst also taking into account the shares and warrants held by the persons acting in concert - 90%+1 share ("Shares Threshold Condition") and 95% of the warrants ("Warrants Threshold Condition" and, together with the Shares Threshold Condition, also, the "Thresholds Condition").

The bid document provides that the share threshold condition and the warrant threshold condition can be waived provided that at least 80%+1, respectively, of the shares/warrants – the so-called non-waivable sub-thresholds - is reached.

The document also specifies that if the share threshold condition does not occur (and the bidder does not exercise the right to waiver it), neither offer will take place; conversely, the bidder may decide to consider the share offer effective, subject to the fulfilment or waiver of the share threshold condition (and of the other conditions of effectiveness), even if the warrant threshold condition does not occur (and the bidder does not waiver it).

In the second case, Nice Company, in addition to retaining ownership of the retained shareholding (49%), will also retain ownership of 150,000 warrants which, if exercised in the exercise periods provided for by the KID Warrant Regulation (and assuming full exercise of all other warrants in circulation), could bring it up to 49.98% of the share capital of the issuer.

In order to allow the bidder to obtain the legal control of the company, the parties, by means of an agreement, have jointly assumed specific commitments for the recapitalisation of the issuer that will allow Palladio to reach up to 60% of the share capital of the same.

The bidder will pay each subscriber a consideration, for the Nice Footwear shares submitted, equal to 12 euro (the "consideration for shares") and a consideration, for the warrants submitted, equal to 0.20 euro (the "consideration for warrants" and, together with the consideration for shares, the "consideration").

If, prior to the payment date, the issuer's corporate bodies should approve the distribution of any dividend, with a detachment date prior to the aforementioned payment date, the share consideration will be reduced by the gross amount of said dividend.

The objective of the offers is that the bidder and the persons acting in concert come to hold the entire share capital of the issuer and the delisting of the shares and warrants is achieved. This would allow a more agile pursuit of the medium- to long-term strategic objectives that the bidder and Nice Company have set, increasing managerial and operational flexibility.

If the delisting is not achieved following the conclusion of the share offer, the bidder reserves the right to assess whether to achieve this objective by asking the issuer's Board of Directors, in accordance with Article 2367 of the Italian Civil Code, to convene a shareholders' meeting to decide on the delisting of the shares, in accordance with the provisions of Article 41 of the Euronext Growth Milan market Rules.

Nice Company, the bidder and the shareholders of Nice have entered into the agreement – which will be in force following the conclusion of the offers – through which they intend to agree and regulate the principles of governance of the issuer both in the event that, following the completion of the offers, the bidder comes to hold a controlling interest in Nice Footwear, and in the event that the bidder's interest does not reach the threshold of 50% + 1 share.

This agreement, in any case, provides for: (i) the achievement of the delisting; (ii) the acquisition by the bidder of a controlling interest in the share capital of the issuer; (iii) the acceleration of the growth path of the Nice Footwear business.

Furthermore, in the same agreement, the following are agreed: (i) a procedure for the withdrawal of the bidder's investment, within a period of about 5 years following the delisting, through a procedure for the complete sale to third parties of the share capital of Nice Footwear; (ii) the joint commitment to contribute to the growth of the Nice Footwear business through the subscription to future capital increases up to a maximum of 7 million euro, by the bidder, and up to a maximum of 2,250 million euro by Nice Company, "also with the shared objective of allowing the bidder to achieve a maximum shareholding of 60% of the share capital with a reduction in the total shareholding held by Nice Company up to 40% (even in the face of further subscriptions to capital increases by the same)".

The subscription period for the offers begins on 9 January 2023 and ends on 10 February 2023 (inclusive), unless extended any further. Any re-opening of the terms will take place from 20 to 24 February 2023.

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Consob has approved the prospectus in tripartite format (registration document, securities note and summary note) concerning the admission to trading on Euronext Milan of the Tiscali Spa shares issued connected with the merger and the shares deriving from a capital increase serving the conversion of a convertible bond loan ("bond loan").

The issuer is a non-infrastructure based telecommunications company (known as a "smart telco") that utilises the access infrastructure made available by wholesale fibre optic operators, fixed wireless and mobile telephony; it caters to e-business consumers along the lines of: broadband access and VoIP services, mobile telephony services, business services and wholesale and media, including advertising services and offers to users.

At the date of the registration document, the share capital of the issuer amounted to 185,513,965.37 euro and is represented by 177,509,104 ordinary shares with no face value designation. The only subject with a shareholding in Tiscali of more than 5% is Opnet Spa, the issuer's controlling shareholder with a shareholding of 58.6%.

The prospectus in question concerns the admission to trading on Euronext Milan of:

- 5,806,112 Tiscali ordinary shares, deriving from the conversion of the bond loan referred to in the investment agreement signed on 14 May 2021 between the issuer and Nice&Green Sa (N&G); this agreement concerns a Tiscali financing programme through the issue of the bond loan, consisting of convertible bonds of a nominal amount of 100,000 euro each, for a maximum overall amount of 21 million euro;

- 104,025,497 Tiscali ordinary shares, issued for the merger by incorporation of Linkem Retail Srl into Tiscali (also referred to as "the merger"), which became effective on 1 August 2022.

On 1 August 2022, the merger by incorporation into Tiscali of Linkem Retail Srl was completed - a company established in 2021, active in the fixed and mobile telecommunications sector, and in favour of which the parent company Opnet Spa (both a fixed and mobile telephony company and which launched the FTTH service in 2021) conferred the business unit relating to the retail business.

Even after the conclusion of the above-mentioned transaction, significant uncertainties remain regarding the future of the business continuity of the issuer and of the Tiscali group.

The continuation of the group's business activity is closely linked to both the company's ability to find sufficient resources to meet the group's overall net financial needs for the 12 months following the date of the registration document, and to its ability to implement the actions of the post-merger business plan in accordance with the terms and measures indicated therein.

The Tiscali group post-merger must find financial resources to cover both the overall net financial requirement for the twelve months following the date of the registration document and to finance the actions of the post-merger business plan. The main source of financing for the Group's needs is the New POC Investment Agreement ("Investment Agreement").

The investment agreement entered into on 5 April 2022 between Tiscali and N&G, and amended on 23 November 2022, concerns a Tiscali financing programme through the issue of a bond consisting of convertible bonds and mandatory convertible bonds, of a nominal amount equal to 100,000 euro each, for a maximum overall amount of 90,000,000 euro reserved for N&G, through the subscription of a maximum of 18 tranches, of a maximum amount equal to 5 million euro each ("the New POC").

The investment agreement provides for an overall issue period for the New POC equal to 21 months from the resolution of the issuer's decision to request the subscription to the first tranche.

As at the date of the registration document, no tranches of bonds have been issued under the New POC.

The bonds will mature on the twenty-fourth month following the issue date of the first tranche.

Upon maturity, all outstanding bonds not yet converted will be irrevocably converted into Tiscali shares.

The Investment Agreement contains provisions regarding circumstances upon the occurrence of which the investor has the right not to subscribe to the New POC or to withdraw from the agreement.

In the "Risk Factors" chapter, the prospectus outlines the risks relating to the sector in which the issuer operates, to the economic and financial situation and to the uncertainties associated with business continuity, with the implementation of the post-merger business plan, and with the financial instruments listed.

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Consob has approved the prospectus, prepared under the simplified disclosure regime pursuant to Article 14-bis of the Prospectus Regulation as supplemented by Regulation (EU) 2021/337, known as the EU Recovery Prospectus, concerning the admission to trading on Euronext Milan of Fidia Spa shares deriving from a reserved capital increase and shares deriving from a capital increase serving the conversion of a convertible bond loan.

The Fidia group, composed of the issuer and its foreign subsidiaries, operates in the production of high-speed milling machines, the production of numerical controls, the design of control systems and the production of CAM software, catering mainly to the automotive and aerospace sectors.

At the date of the prospectus, the share capital of the issuer amounted to 5,123,000 euro and consisted of 5,123,000 shares with no face value designation. Fai Bidco Uno Srl is the sole relevant shareholder of Fidia with a holding equal to 52.03% of the share capital. Fai Bidco Uno Srl is controlled by Negma with a holding equal to 55% of the share capital.

At the date of the prospectus, in order to cope with a situation of economic and financial tension exacerbated by the Covid-19 pandemic, Fidia undertook a process of corporate recovery, initiating a composition procedure at the Court of Ivrea pursuant to Article 161, paragraph 6, of the Bankruptcy Law. By a measure notified on 24 June 2022, the Court of Ivrea approved the composition.

The company has also initiated a process of research on the market of possible investors who were interested in supporting the execution of the composition, and as a result of this process, has identified in the Futuro all'Impresa Srl ("FAI") and Negma Group Limited ("Negma") the partners prepared to support the execution of the procedure. With an irrevocable offer and an investment agreement signed on

29 September 2021 (the "Investors' Offer"), FAI and Negma have assumed the irrevocable commitment to support the composition procedure by implementing a transaction that involves:

The Financial Manoeuvre underlying the composition proposal consists of:

The success of the Financial Manoeuvre assumes that the investor, with whom the issuer signed the investment agreement in order to execute the Manoeuvre, subscribes to a convertible bond loan (POC) according to measures and times that are consistent with the issuer's need to meet the composition requirement and to finance part of the shares of the plan.

In the "Risk Factors" chapter, the prospectus outlines the risks with regard to the economic and financial situation of the issuer and of the group, the operating activities and the sector in which they operate, and the financial instruments listed.

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The Commission, in response to a question brought to its attention, confirmed the non-applicability of the regulation regarding mandatory takeover bids, referred to in Articles 106 et seq. of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance), for the shareholders of an issuer involved in the transaction to strengthen the capital structure and reschedule the debt of the issuer itself, in the absence of the related conditions, that is, in the absence of exceeding any takeover bid thresholds attributable to any of the parties involved in the operation, individually or – in the presence of the conditions referred to in Article 101-bis, paragraphs 4 and 4-bis, of the Consolidated Law on Finance– jointly considered (communication no. 0503185/22 of 16 December 2022).

As part of the aforementioned transaction to strengthen capital structure, there are two capital increases of the issuer, one as option, in relation to which the two relevant shareholders of the issuer have undertaken to fully subscribe to the option rights due to them and to guarantee the subscription of any unsubscribed part, and another capital increase reserved for a pool of banks, including some that are already shareholders of the issuer. As a result of the option capital increase, the two relevant shareholders could individually exceed the threshold of 30% of the capital; as a result of the reserved increase, the shareholding percentages held by the same shareholders will be reduced below the aforementioned threshold and will be lower than the percentage currently held. None of the banks involved in the transaction will individually exceed the threshold of 30% relevant for Takeover Bid purposes; moreover, in the absence of a relevant agreement pursuant to Article 101-bis, paragraph 4, of the Consolidated Law on Finance, the banks cannot be considered jointly as parties acting in concert with each other.

From the analysis of the information referred to in the question, the relative documentation and the press releases made by the issuer in relation to the transaction, it is clear that the two distinct capital increases, the option increase and the reserved increase, are inseparably connected in the context of the capital strengthening manoeuvre with the common purpose (together with the other measures referred to in the recovery agreement) of the recapitalisation of the issuer, to restructure the debt and ensure business continuity, facilitating the implementation of the new plan.

From this and from the circumstance for which the two capital increases – one fully guaranteed by the institutional partners, the other reserved to the banks – are simultaneous and mutually dependent, the unity of the operation and the need to consider the effects on the shareholders can be deduced with reference to the execution of the entire transaction; therefore, we do not believe the two moments should be considered separately: 1) the execution of the option capital increase and any commitments for the unsubscribed part, which could result in significant purchases for Takeover Bid purposes; 2) the execution of the reserved capital increase, from which the consequent dilutive effects derive for institutional partners and for shareholders other than banks.

Given the above, it was concluded that the capital increases, which can be considered together, do not result in any significant overshoot for Takeover Bid purposes by any of the parties involved.

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The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Belgium (Financial Services and Markets Authority - FSMA), Poland (Polish Financial Supervision Authority - KNF), Ontario (Ontario Securities Commission - OSC), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Argentina (Comisión Nacional de Valoresa- CNV), the Netherlands (Netherlands Authority for the Financial Markets - AFM), Spain (Comisión Nacional del Mercado de Valores - CNMV), Hong Kong (Securities and Futures Commission - SFC), Ireland (Central Bank of Ireland) and France (Authorité des Marchés Financiers - AMF) report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the Financial Conduct Authority (FCA) - United Kingdom:

• Adrofx (https://adrofx.com);
• Fxhubs (https://fxhubs.com);
• Forexuniontrades (https://forexuniontrades.com);
• Fxlive Traders (https://fxlivetraders.com);
• Graybitcrypto (https://graybitcrypto.live);
• General Fxs Exchange (https://generalfxsexchange.com/home);
• Bunksfx (https://bunksfx.com);
• Moon Shell Bank (https://moonshellbank.com/home);
• Ultra Fx Option / Ultrade Fx Options (www.ultrafxoption.com);
• Atomic Coin Venture (www.atomiccoinsventure.net);
• Buildreachy Ltd (www.buildreachy.ltd);
• Future Bright Investment (www.futurebrightinvestment.com);
• Fx Wealth (www.fxwealth.org);
• Bunksfx (https://bunksfx.com);
• Fptrades / fxpoptrades (https://www.fxpoptrades.com/home.php), clone of a licensed company;
• Forexstackprofit (www.forexstackprofit.com);
• Bv Bank (www.bv-bank.com);
• Pro Max Finance (promaxfinance.co.uk);
• Cryptos Fintech (www.cryptosfintech.com);
• World Wide Lenders (www.worldwidelenders.co.uk);
• Trade Simple (www.tradesimple.org);
• Realfxtradeotf (www.realfxtradeotf.com);
• Nitro Forex (www.nitro-forex.com);
• Sonance Online Bank Plc (www.sonancebank.com);
• Growth Bank (www.growthbank.net);
• GoldVest Fx (www.goldvestfx.live);
• FxUnlocked (www.fxunlocked.com);
• Trust Cap Fx Ltd (www.trustcapfxltd.online);
• FxMetaTrade (www.fxmetatrade.net);
• Forex4u (www.forex4u.co.uk);
• Acetoro (www.acetoro.com), clone of a licensed company;
• Aoi Union Bank (www.aoiunionbank.com);
• Delta Fx (www.delta-fx.org);
• Goldfinance Fx (www.goldfinancefx.net);
• Tsdl Finbank Uk Limited (www.tsdlbank.com);
• C-Tech Digital Crypto Currency (www.c-techdigitalcryptocurrency.com);
• Bing Forex Ltd (www.bingfxl.com);
• Glob Fx Trading (www.globfxtradings.online);
• www.cryptosaur.co.uk (clone of a previously registered company);
• Crypto Fortune Investment;
• Hubblebit (www.hubblebit.vip);
• Crypto Wallet (www.crypto-wallet.info);
• CryptoKG (www.cryptokg.io);
• Sparkle Finance - Direct Lender / Sparkle Finance Services Limited;
• Bitscoinfx (www.bitscoinfxs.shop);
• Authpips Fx (www.authpipsfx.com);
• Coastal City Savings (www.coastalcitysavings.com);
• Capital Trust Investments (www.capitaltrust-investments.com);
• Fx Trade Gain (www.fxtradegain.com);
• Crypto Global Trades (www.cryptoglobaltrade.live);
• Forex Crypto Payout (www.forexcryptopayout.com);
• Ex Investment (www.ex-investment.com);
• Blue Ray Investment Group (www.bluerayinvestmentgroup.com);
• Desert Financial Bank (www.desertfinancialbank.com);
• Englandbank.Top (www.englandbank.top);
• Alliance Fx Limited (www.alliancefxltd.com);
• Altexintel.com (www.altexintel.com);
• Asset Builder (www.assetbuilder-limited.com);
• Blueberry Automated Market (www.blueberryautomatedmarket.com);
• Propnex Ltd (www.propnexltd.com);
• Piper Fx (www.piperfx.com);
• SaxoFXCompany (www.saxofxcompany.online);
• Powerbitfxsignal (www.powerbitfxsignal.com);
• Pelagiabank (www.pelagiabank.com);
• Fxminim (https://fxminin.com);
• Vantagefx365 (https://vantagefx365.com);
• Metafx Pay Trading (https://metafxpaytrading.com);
• Touch Cash Fx (https://touchcashfx.com);
• Chrimafx (www.chrimafx.com);
• Mondial Investments Limited (www.mondialinvestmentsltd.vip);
• Eu Fx Bank (https://eufxbank.com);
• Fxt Traders u(www.fxt-traders.ltd);
• Index Fx (www.indexfx.online);
• Luton Fx Trade (www.lutonfxtrade.net);
• Fx Investent Miner (www.fx-investmentminer.com);
• Fx Unlimited Trade / Unlimitedfxtrade (www.fxunlimitedtrade.com);
• Lqd Fx (www.lqdfx.com);
• Standard Crypto Currency (www.standardcryptocurrency.net);
• Hfx SwiftCapita (www.hfx-swiftcapita.com);
• ChandFxLtd (www.chandfxl.com);
• pretradefx.site (www.pretradefx.site);
• Cryptoboasting (www.cryptoboasting.online);
• Trades Fx Pips / Fxtradepips (www.tradesforexpips.com);
• Fxbinax Tradex (www.fxbinax-tradex.online);
• North Global Fx (www.northglobalfx.com);
• fx cycle trader ltd (www.fxcycletraderltd.com);
• Brokerof.uk (www.brokerof.uk);
• Magic Loans / Magicloans.Uk (https://magicloans.uk);
• Ad Crypto Limited (www.adcryptoltd.com);
• Fx Morgan Capital (www.fxmorgancapital.com);
• GlobaloddFxTrades (www.globaloddfxtrades.com);
• Vintage Crypto (www.vintages-crypto.com);
• Primaxfx Global Trade Ltd (www.primaxfx.com);
• Moonletoken (www.moonletoken.co);
• Afx Capital Excel (www.afxcapitalexcel.com);
• Crypto Mart Trade (www.crypto-mart.trade);
• Njw Car Sales (www.njwcarsales.co.uk);
• Greenfrank Group Ltd (www.greenfrank.co.uk);
• Forexprofitsolutionsltd (www.forexprofitsolutionsltd.com);
• Upgradedtradefx (www.upgradedtradefx.com);
• Apextradefx24 (www.apextradefx24.com);
• bitsecuredfx.com (www.bitsecuredfx.com);
• Idealfxtrading (https://idealfxtrading.com);
• Fx Multitrades (https://fxmultitrades.com).

Reported by the Financial Services and Markets Authority (FSMA) – Belgium:

The Belgian Supervisory Authority, FSMA, warns investors against "Validus", a platform located abroad that sells training in Belgium aimed at teaching people to trade complex financial instruments such as forex derivatives.

Anyone who subscribes to such training has access to educational videos, webinars and live chat sessions with all kinds of information about how the forex market works. It explains what forex derivatives are, how exactly they can be traded, what kind of orders can be placed and what software can be downloaded for this purpose. The message conveyed is that forex trading offers opportunities as long as it has been studied thoroughly and you have a full understanding of how it works

Apart from the fact that the FSMA has doubts about the quality of these training courses, a number of other problems arise.

Firstly, the FSMA would like to point out that the distribution of derivatives traded on an electronic trading system and involving leverage (including some forex instruments) is prohibited in Belgium.

Secondly, such educational materials are often distributed by way of a pyramid structure. In general, these are referred to as "MLM" (multi-level marketing) strategies, in which consumers are encouraged to bring in new members. In return, they receive a consideration in the form of a commission or discount on the price of the training.

These MLM networks seem to be active on social media through countless (private) groups. It seems that these programmes are mainly aimed at young people. The message is that everyone can afford a luxurious lifestyle as long as they bring in a sufficient number of new members and make an adequate investment in the training offered.

Offers of forex instruments via the internet are very risky and subject to fraud. Those who invest in forex instruments run the risk of losing the entire amount invested.

Surveys conducted on investors by other European supervisory authorities show that at least 75% to 89% of investments in derivatives, such as forex derivatives, are making a loss! These products are only suitable for those who really want to speculate, are ready to lose the entire amount invested or even more and are familiar with derivative financial instruments. There have also been many cases of fraud involving these instruments. In a number of cases, it was discovered that no actual transactions were ever carried out by the bidder.

Reported by the Polish Financial Supervision Authority (KNF) - Poland:

• Remitex Solutions Sp. z o.o..

Reported by the Ontario Securities Commission (OSC) – Ontario:

• NovaTech, Ltd (www.novatechfx.com);
• BitFinityFX (www.bitfinityfx.com);
• Tutor Inc. Academy;
• CoiniSwap (www.coiniswap.com);
• QuantumTrade Corp. / Quantum Global Trading – Dmcc (www.quantumtrading.io);
• Nymexidn (www.nymexidn.com);
• SogoTradez (www.sogotradez.com);
• Humility Investment (www.humilityinvestment.co);
• Polonxp.vip / Globtxsp.vip;
• Polo Digital Assets / Poloniex (https://www.poloniex.com);
• TrustLedgersChain aka TrustLedgerChain (www.trustledgerschain.com and www.trustledgerchain.com);
• The Liberty International (www.thelibertyinternational.com);
• Bitcore Exchange (www.bitcorecrypto.cc);
• Cryptospair (www.cryptospair.com).

Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:

• GrandCapital Cg (www.grandcapitalcg.com);
• https://couturionrealestatemanagement.org;
• Investor24 Financial Solutions GmbH (www.investor24.ch).

Reported by the Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg:

• Welt Anlage o Welt Anlage Independent Investors Sa;
• Agile Finance Sa (www.agilefinancesa.com);
• https://www.uncintl.com;

Reported by the Comisión Nacional de Valoresa (CNV) – Argentina:

• Asin Srl - Asin Network Argentina (https://www.asinnetwork.net/#/https://asesoresdeinversio2.wixsite.com/asin; https://www.instagram.com/asinnetworkargentina/?hl=es-la; https://ar.linkedin.com/in/samuel-jaddess-5b6525176?original_referer=https%3A%2F%2Fww w.google.com%2F; https://ar.linkedin.com/in/samuel-jaddess-14a448219?trk=public_profile_samename-profile; https://www.facebook.com/samuel.jaddess.92).

Reported by the Netherlands Authority for the Financial Markets (AFM) - the Netherlands:

• Gmt Investments (www.gmtinvestments.com);
• Thinvest (https://www.thinvest.com);
• BigPeak Finance (https://bigpeakfinance.com);
• Prime Olympic (https://www.primeolympicpro.com);
• Metatrade (https://metatrade.fm);
• Capital Whale (https://www.capital-whale.com);
• Caplita (https://caplita.com);
• Ako Markets (https://akomarkets.com);
• Market Intelligence Team (https://www.finma.ch/en/finma-public/warning-list/mit-market-intelligence-team);
• RimpMarket (https://rimpmarket.org).

Reported by the Comisión Nacional del Mercado de Valores (CNMV) – Spain:

• https://uetrades.com;
• www.fnzeurope.eu (clone);
• Financial Focus Ltd (https://financialfocusltd.com);
• https://www.extrendcapfx.com;
• beka-market (www.beka-market.com), clone;
• Flow Investments (Grupo De Telegram) e Flow Dao (Grupo De Telegram) (https://t.me/flowpublico e https://t.me/flowinvestments);
• Trading de Universal Scale Investment LtdandEverest Capital Ltd (https://www.tradesuniversal.com);
• Global Success Management Inc. ( https://globalsuccessmanagement.com);
• Marketing Instruments, Sl.

Reported by the Securities and Futures Commission (SFC) - Hong Kong:

• 瀚濤基金有限公司 (Chinese name).

Reported by the Central Bank of Ireland – Ireland:

• Pinnacle, clone of a licensed company;
• Specialist Investment Funds, clone of a licensed company;
• Raiden Global, clone of a licensed company;
• Avondale, clone of a licensed company;
• Infinity Funds, clone of a licensed company;
• Platform Capital, clone of a licensed company;
• Libra Fg;
• D Lend Invest;
• QuickGet;
• Eureka Mittel;
• Fintrax Funds;
• My prepaid Bank;
• Tezos-Global, clone of a licensed company;
• Coinbase Limited, clone of a licensed company;
• FinanceOneLtd, clone of a licensed company;
• Vanguard Group (Ireland) Limited, clone of a licensed company;
• Icb Ireland Bank;
• Wca Private Ban.

Reported by the Autorité des Marchés Financiers (AMF) – France:

• www.1market.com/fr;
• www.24cryptoforextrading.net;
• bitictrade.com;
• boursecapital.net;
• www.cryptoneyx.io;
• fr.finaguide.com;
• lions-broker.com;
• www.multibankfx.com;
• fr.puprime.net;
• raisefx.com;
• www.t4trade.com;
• traderhouse.com;
• valutamarkets.com;
• www.vestapros.com;
• virtuscapital.world.

 back to index

• Consob Regulation no. 11971 of 14 May 1999, concerning the regulation of issuers ("Issuers' Regulation"), has been amended in order to adapt it to Directive (EU) 2021/2261 and Regulation (EU) 2021/2259 (resolution no. 22551 of 21 December 2022). 

• The prospectus in tripartite format (registration document, securities note and summary note) concerning the admission to trading on Euronext Milan of the Tiscali Spa shares issued connected with the merger and the shares deriving from a capital increase serving the conversion of a convertible bond loan (decision of 21 December 2022).
• The prospectus, drawn up under the simplified disclosure regime known as the EU Recovery Prospectus, concerning the admission to trading on Euronext Milan of Fidia Spa shares deriving from a reserved capital increase and shares deriving from a capital increase serving the conversion of a convertible bond loan, has been approved (decision of 21 December 2022).
• The registration document relating to the bid of securities other than equity securities intended for retail investors of Cassa di Risparmio di Asti Spa has been approved (decision of 21 December 2022).
• The registration document relating to the bid of securities other than equity securities intended for retail investors of Banca Sella Spa has been approved (decision of 21 December 2022).
• The information note on the programme for the public offer of bonds issued by Banca Sella Spa has been approved (decision of 21 December 2022).
• The information note relating to the bid programme for Leverage Certificates called "Long Fixed Leverage Certificates and Short Fixed Leverage Certificates" issued by FinecoBank Spa has been approved (decision of 21 December 2022).
• The offer prospectus pursuant to Article 20 of Regulation (EU) 2017 relating to the marketing in Italy of the shares of the non-reserved closed-end securities AIF "Arca Economia Reale Opportunità Italia" operated by Arca Fondi Sgr Spa has been approved (decision of 21 December 2022).
• The information note relating to the programme for the public offering of zero-coupon bonds, fixed-rate coupon bonds, step-up bonds, floating rate bonds, blended rate bonds issued by Crédit Agricole Italia Spa has been approved (decision of 21 December 2022).