Weekly newsletter - year XXIX - No. 3 - 30 January 2023

News of the week:
Seminars from “The financial choices of Italian households - Evidence from the 8th Consob Report”
7 February 2023 - Second day dedicated to "Sustainable investments. Knowledge, attitudes and choices of Italian investors"
16 February 2023 - Third day dedicated to "Financial planning. Knowledge, attitudes and choices of Italian investors"
23 February 2023 - Fourth day dedicated to "Digitalization. Knowledge, attitudes and choices of Italian investors"
27-28 February 2023 - Workshop on Cyber Security, Market Disclosure & Industry
Mandatory takeover bid Femto Technologies Spa on ordinary shares of Prima Industrie Spa: Consob approves the offer document
Three-Year Plan for Corruption Prevention and Transparency: update of Consob's Three-Year Plan 2023-2025
Investor protection warnings from other regulatory authorities

Other Commission decisions

Management decision

- NEWS OF THE WEEK -

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 of Italian households to finance and investment".
The first seminar, "The financial choices of Italian households. Evidence from the 8th Consob Report", was held on 26 January 2023.
Attendance is free of charge, but attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari

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Consob presents the seminar entitled "Sustainable investments. Knowledge, attitudes and choices of Italian to be held on Tuesday, 7 February 2023 from 15:00 to 17:00 at the Consob Auditorium, Via C. Monteverdi 35, Rome.

Chiara Mosca (Consob Commissioner), Lucia Alessi (European Commission), Julien Mazzacurati (ESMA), Giovanni Petrella (Università Cattolica del Sacro Cuore, Milan), Nadia Linciano, Daniela Costa and Monica Gentile (Consob Research Division) will speak. The detailed programme of the event will be available shortly. The event is also streamed at the following link: https://youtu.be/M4cUm0gy7Iw.

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Consob presents the seminar entitled "Financial planning. Knowledge, attitudes and choices of Italian investors", which will be held on Thursday, 16 February 2023 from 15:00 to 17:00 at the Consob Auditorium, Via C. Monteverdi 35, Rome.

Carlo Comporti (Consob Commissioner), Chiara Monticone (OECD), Marianna Brunetti and Rocco Ciciretti (Tor Vergata University of Rome), Nadia Linciano and Paola Soccorso (Consob Research Division) will speak. The detailed programme of the event will be available shortly. The event is also streamed at the following link: https://youtu.be/vKf9kRPEv1w.

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Consob presents the seminar entitled "Digitalization. Knowledge, attitudes and choices of Italian investors", which will be held on Thursday, 23 February 2023 from 15:00 to 17:00 at the Consob Auditorium, Via C. Monteverdi 35, Rome.

Paolo Ciocca (Consob Commissioner), Tania De Renzis (ESMA), Daniela Marconi (Bank of Italy), Nadia Linciano and Paola Soccorso (Consob Research Division) will speak. The detailed programme of the event will be available shortly. The event is also streamed at the following link: https://youtu.be/pergz0NoAY4.

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The Catholic University of the Sacred Heart and Consob have organised a Workshop on Cyber Security, Market Disclosure & Industry that will take place in Milan on 27 February 2023 from 15:00 to 18:00 and on 28 February 2023 from 10:00 to 13:00.

The event will take place over two sessions (days) and the aim is to discuss whether increasing the market disclosure and cyber risk resilience of listed companies and/or companies of significant importance would effectively strengthen investor protection and market awareness.

First session: 27 February, 15:00-18:00

Following a welcome address by the Dean of the Faculty of Banking, Financial and Insurance Sciences (Milan), the first part of the session will be dedicated to Consob, ESMA (European Financial Instruments and Markets Authority) and the SEC Securities and Exchange Commission), which will offer an overview of the latest regulatory developments in Europe and America on cybersecurity. The second part will involve a round table discussion among the CFOs of relevant companies listed on the Italian stock exchange.

Second session: 28 February, 10:00-13:00

Following opening remarks by the Dean of the Faculty of Economics and Law (Piacenza), the European Banking Federation will introduce the topic of cyber resilience and the potential impact of the new DORA legislation. The second part will take the form of a round table discussion during which the authorities, significant entities and specialised companies will share their experiences.

The event can be attended in person in room PIO XI of the Catholic University of the Sacred Heart (Milan), or remotely. Details on how to register for the workshop will follow.

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Consob approved the document relating to the full mandatory takeover bid launched, in accordance with Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance, TUF), by Femto Technologies Spa on a maximum of 4,118,426 shares, representing 39.3% of the share capital of Prima Industrie Spa (resolution no. 22569 of 25 January 2023).

The bidder is Femto Technologies Spa, a company under Italian law wholly owned by Pico Spa ("MidCo"); the share capital of MidCo is wholly owned by Femto Sàrl ("HoldCo"), a limited liability company, with registered office in Luxembourg whose share capital is in turn 93.6% owned by Atto Sàrl ("TopCo").

The bidder is therefore indirectly controlled by TopCo; no subject individually exercises control over TopCo pursuant to Article 93 of the Consolidated Law on Finance (TUF). The bidder is related to two investment companies, Alpha and Peninsula.

Alpha is an independent private equity firm founded in 1990 with offices in Benelux, France, Germany, Italy and Luxembourg. Alpha invests in mid-market takeovers across continental Europe and has 2 billion Euro under management.

Peninsula operates as a long-term private equity investor, through 7 funds and a portfolio of assets under management totalling 1.7 billion Euro.

The issuer, Prima Industrie, is the parent company of the Prima Industrie group, active with manufacturing plants in Italy, Finland, USA and China in the development, manufacturing and sale of laser systems for industrial applications and sheet-metal processing machines, as well as industrial electronics, laser sources and solutions for additive manufacturing.

Prima Industrie has been listed on the Italian Stock Exchange since 1999 (Euronext Star Milan Segment). The other companies belonging to the Prima Industrie Group are not listed on regulated markets.

The bid represents the means by which the bidder intends to acquire all the shares and, consequently, proceed with delisting the Prima Industrie shares from Euronext Star Milan, organised and operated by Borsa Italiana Spa.

In particular, the obligation of the bidder to make the offer results in the conclusion of the sales contracts, concerning the takeover, by the bidder itself, of 59.1% of the share capital of Prima Industrie, equal to 60.1% of the relative voting rights (taking into account the treasury shares) and consisting, in particular, in the purchase of: (i) 380,000 shares, representing, as a whole, 3.625% of the company's share capital, from Carbonato; (ii) 40,000 shares, representing, as a whole, 0.382% of the company's share capital, from Gagliardi; (iii) 20,000 shares, representing, as a whole, 0.191% of the company's share capital, from Peiretti; (iv) 250,000 shares, representing, as a whole, 2.384% of the company's share capital, from Dpc (dp-Cube Srl); (v) 662,315 shares, representing, as a whole, 6.30% of the company's share capital, from Lee ou Leung; (vi) 115,444 shares, representing, as a whole, 1.1% of the company's share capital, from J And Lem; (vii) 649,921 shares, equal to 6.20% of the share capital of Prima Industrie, from the seller Wll (World Leader Limited); (viii) 3,050,181 shares, equal to 29.10% of the share capital of Prima Industrie from Erste; (ix) 1,026,540 shares, equal to 9.79% of the share capital of Prima Industrie from Sharp Focus International Ltd.

The offer concerns a maximum of 4,118,426 shares, representing 39.3% of the share capital of the issuer, that is, all the ordinary shares of Prima Industrie Spa, minus (i) the 6,194,401 shares already held by the bidder (equal to 59.1% of the issuer's share capital and 60.1% of the voting rights, taking into account the treasury shares held by the issuer) and (ii) the 170,447 treasury shares of the issuer (equal to 1.6% of the issuer's share capital).

For each share tendered in acceptance of the bid, the bidder will pay a consideration of 25 euros.

The consideration is understood as a cum dividend; therefore this will be reduced by the amount of an ordinary or extraordinary dividend to be decided by the issuer prior to the date of payment of the bid.

The consideration incorporates a premium equal to 0.96% with respect to the official price of Prima Industrie shares on 6 December 2022 (the last stock market trading day before the distribution of the Press Release pursuant to Article 102 of the Consolidated Law on Finance, TUF) and a premium equal to 35.82% with respect to the official price of Prima Industrie shares on 11 July 2022 (the last stock market trading day before the distribution of the press release of the company "Comment on share performance" concerning the communication to the market regarding Alpha Manager and Peninsula Investments signing separate non-binding expressions of interest at an amount of 25 euros).

In the event of total acceptance of the bid on the shares, the maximum total disbursement of the bid is equal to 102,960,650 Euro.

The bid begins on 30 January 2023 and ends on 22 February 2023 (inclusive), unless extended.

The bidder intends to proceed with the delisting of the issuer's shares, therefore, if the delisting is not achieved due to the fulfilment of the commitment to buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance and/or the commitment to buy pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and through the exercise of the right to buy pursuant to Article 111, paragraph 1, of the Consolidated Law on Finance, the bidder reserves the right to achieve the delisting by other means, including the merger by incorporation of the issuer into the bidder.

As of the date of the bid document, no decision has been taken regarding the merger between the issuer and the bidder.

The reinvestment in the share capital of HoldCo by some sellers is envisaged (notably WLL, DPC and Mr Gianfranco Carbonato, through the company vehicle Carbonato SVP, G&G Investments Srl), hereinafter jointly identified as the "reinvestors" of a part of the proceeds deriving from the sale of the respective Prima Industrie shares, under the same conditions applicable to TopCo. Assuming that upon completion of the offer HoldCo comes to hold an indirect investment in Prima Industrie equal to 100% of the share capital of the latter (net of treasury shares), the overall reinvestment by the reinvestors would be as follows: 4,000,000 Euro by Mr Carbonato (equal to 42.10% of the consideration received for the sale of their stake in Prima Industrie), 3,500,000 Euro by DPC (equal to 56% of the consideration received for the sale of its stake in Prima Industrie) and 5,000,000 Euro by WLL (equal to 30.77% of the consideration received for the sale of its stake in the share capital of Prima Industrie).

In line with the standard procedure for transactions carried out by private equity operators, which provide for top management figures investing in the transaction for the purpose of retention and alignment of interests, it is envisaged that, within sixty working days following the closing date of the bid (including the reopening of the terms), certain managers of Prima Industrie (the "beneficiaries") are allowed to subscribe for newly issued shares of HoldCo (the "MIP shares"), as part of a management incentive plan (the "MIP").

In particular, it is envisaged that the investment of the beneficiaries takes place under the following conditions and that the MIP shares have the following prerogatives (as regulated in detail in a Term Sheet attached to the HoldCo SHA):

(i) the purchase of the MIP shares by the beneficiaries will take place through subscription and payment in cash for the newly issued MIP shares; the beneficiaries, therefore, will not receive the MIP shares or the right to subscribe for them as a component of their remuneration, but must purchase them for consideration at their fair market value; (ii) the overall purchase price of the MIP shares will be equal to 5.4 million Euro (assuming that, on conclusion of the offer, HoldCo holds an indirect shareholding in Prima Industrie equal to 100% of the share capital of the latter, net of the treasury shares), that is, at a price included in the valuation range of the fair market value of the MIP shares, taking into account the enhanced property rights they enjoy, as a result of the specific appraisal issued on 10 January 2023, by the experts appointed by HoldCo, to ensure that the purchase takes place at the fair market value of the MIP shares;

(iii) MIP shares, which are, inter alia, without voting rights in the shareholders' meeting and ordinary property rights, will give beneficiaries the right to receive on a preferential basis a portion of any capital gain made by HoldCo shareholders in the context of the investment transaction in Prima Industrie, provided that HoldCo shareholders achieve a minimum cash-on-cash return on invested capital.

The approved issuer's press release, pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance (TUF) and Article 39 of the Issuers' Regulation, containing all data useful for assessing the bid and for its own evaluation of the bid, is attached to the bid document, accompanied by the opinion of the independent directors and by the relative opinion of the independent expert appointed by the Board of Directors.

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On 18 January 2023, the Commission approved the update of the Three-Year Plan for Corruption Prevention and Transparency (PTPCT) 2023-2025.

The law assigns the Three-Year Plan for Prevention Corruption and Transparency (PTPCT) the task of defining the strategic objectives on corruption prevention and transparency and the related actions to achieve them.

The document contains: the illustration of i) the results of the monitoring carried out on the implementation of that which was envisaged in the previous Plan already published; ii) the activities carried out during 2022; iii) the initiatives planned for the next three years.

The 2023-2025 PTPCT and its annexes are available on the Consob website under the section "Transparent authority - Other content - Corruption".

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The supervisory authorities of United Kingdom (Financial Conduct Authority - FCA), Gibraltar (Gibraltar Financial Services Commission - GFSC), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Poland (Polish Financial Supervision Authority - KNF), Spain (Comisión Nacional del Mercado de Valores - CNMV), Greece (Hellenic Capital Market Commission - HCMC), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF) and Ireland (Central Bank of Ireland – CBI) report companies and websites that are offering investment, financial, banking and insurance services without the required authorisations.

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

• Tradebitfinex (www.tradesbitfinex.com);
• Instanttradesfx (www.instanttradesfx.online);
• Smart Coin Trade Fx (www.smartcointradefx.com);
• Crypto Alpha Fx Trade (www.cryptoalphafxtrade.com);
• Icmarketpros (www.icmarketpros.com);
• Roifx (https://www.roifx-trader.uk);
• Bluefoxinvestment (www.bluefoxinvestment.com);
• Lost Wallet Limited (www.lostwallet.co.uk);
• Top-Miner (www.top-miner.net);
• Amtop Markets Ltd / Ig Global Limited (www.amtopwd.com, www.amtoppd.com, www.ig-global.vip, www.igmmarketstrading.com), clone of a licensed company;
• Scam Watcher (www.scamwatcher.org);
• United Capital Finance (www.ucf-uk.com);
• Wealins Uk (www.winsurer.co.uk), clone of a licensed company;
• Mit Trading / Mit-Ic (www.mit-ic.net);
• Rabbit Loans (www.rabbit-loans.com);
• Medifinancelimited.com (www.medifinancelimited.com), clone of a licensed company;
• Gatebits (www.gatebits.com), clone of a licensed company;
• Crypto Experts Traders (www.cryptoexpertstraders.com);
• Cz-changpeng Fx (www.cz-changpengfx.com);
• Equiti Capital Markets (https://equiticapital-markets.com);
• Easternpowernetworks-sustainability.co.uk (www.easternpowernetworks-sustainability.co.uk);
• Hex-Capitals Ltd (www.hex-capitals.ltd);
• Global-Heritageltd.Com (https://www.global-heritageltd.com);
• Maxitrade (https://maxitrade.online);
• Octextrade (https://www.octextrade.com).

Reported by the Gibraltar Financial Services Commission (GFSC) – Gibraltar:

• Great Crypt (https://greatcrypt.com);
• www.thebestcryptostore.com;
• https://godcrypto.com;
• https://cryptocheep.com;
• https://keytocrypto.com;
• https://convert-monet.com;
• https://sevenbitcoins.com;
• https://www.coin-change.pro/;
• http://www.hyper-cash.com.

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

• Yellow Spoon Capital (www.yellowspoon.vc);
• Common Investments (https://commoninvestments.co).

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

• Markets Expert (www.marketsxpert.com);
• Donnybrook Consulting Ltd (www.onyxprofit.pro, www.onyxprofit.com, www.onyxprofit.cc, www.neotrade.pro, www.absystem.trade, www.absystem.cc, www.absystem.world, www.absystem.pro, www.optimarket.co, www.optimarket.trade, www.ofxb.io, www.eurofx.trade);
• Palo Market (www.palomarket.com).

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

• www.everfxpro.com;
• Epsilon Investments (https://www.sectorepsilonasa.com);
• Traders Global Group Inc (https://myforexfunds.com);
• Azimuth Trade (https://azimuthtrade.ltd);
• Cryptotradetech (https://www.cryptotradetech.net).

Reported by the Hellenic Capital Market Commission – (HCMC) – Greece:

• www.aviva-arb.com;
• www.geniusinvest.co;
• Radixinvest (www.radixinvest.com).

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

The Luxembourg Supervisory Authority, CSSF, warns the investing public that unknown individuals contact potential investors under the name of "Fisher Investments Luxembourg" or "Fisher Investments Europe". These individuals offer investment services including, in particular, a savings account described as a "guaranteed savings account with a guaranteed return of between 3.99% and 5.30%" (Livret sécurisé avec un rendement de 3,99% à 5,30% garanti). This is done by illegally using the name of the Luxembourg company Fisher Investments Luxembourg, and sending email messages using the email addresses in the format name.surname@placementseurope.finance and name.surname@placementeurope.com.

The CSSF wishes to clarify that the investment company Fisher Investments Luxembourg, duly authorised in Luxembourg and subject to the supervision of the CSSF, is not in any way related to the facts referred to in this notice.

Reported by the Central Bank of Ireland (CBI) – Ireland:

• Invcenter;
• Altria Capitals;
• Qteck;
• Cryptogm;
• I-Cryptogm.

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• The document relating to the full mandatory takeover bid launched, in accordance with Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance, TUF), by Femto Technologies Spa on shares of Prima Industrie Spa (resolution no. 22569 of 25 January 2023) has been approved.

• Forfeiture due to express waiver by Phanar Asset Management Uk Ltd of the authorisation to provide investment services, execution of orders on behalf of customers, portfolio management services, order receipt and transmission, investment advisory services referred to in Article 1(5) respectively letters b), d), e), f), of Italian Legislative Decree no. 58 of 24 February 1998, with the consequent deletion of the same company from the Register of third-country companies other than banks referred to in Article 20(1) of the same decree (resolution no. 22571 of 25 January 2023).
• Forfeiture due to express waiver by E D & F Man Capital Markets Limited of the authorisation to provide investment and trading services and activities on its own behalf, execution of orders on behalf of customers and receipt and transmission of orders, referred to in Article 1(5), letters a) and b) and e) of Italian Legislative Decree no. 58 of 24 February 1998 and of ancillary services referred to in Annex 1, section B, numbers 1, 2, 4, 5 and 7 of the said decree, with the consequent deletion of the same company from the Register of third-country companies other than banks referred to in Article 20(1) of the same decree (resolution no. 22570 of 25 January 2023).

The Head of Consob's Corporate Governance Division, on the basis of the provisions of Article 1, paragraph 1, letter w-quater.1) of Legislative Decree no. 58/1998 (Consolidated Law on Finance, TUF) and Article 2-ter of Consob Regulation no. 11971/1999 ("Issuers' Regulation"), containing the "implementing provisions of the definition of SME", updated the list of companies issuing listed shares which as of 31 December 2022 qualify as "SMEs". The full text of the management decision no. 74 of 23 January 2023 is available on the website www.consob.it.

The Head of the Corporate Governance Division and the Issuers' Division Manager of Consob, on the basis of the provisions of Article 3(3) of Consob Regulation no. 20267 of 18 January 2018, according to which "Each year Consob shall publish on its website a list of subjects that have published non-financial statements" have completed the list of subjects who in the period from 1 January to 31 December 2022 published non-financial statements (NFS) for the financial year commencing 1 January 2022 (the list was already disclosed with management decision no. 70 of 21 November 2022). The full text of the management decision no. 75 of 24 January 2023 is available on the website www.consob.it.