Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
Weekly newsletter - year XXIX - No. 14 - 24 April 2023
News of the week:
Watch for scams! Financial fraud: Consob blacks out 4 more abusive websites
Lottomatica IPO: Consob approves the listing prospectus
Updates on the Cypriot Investment Firm "FTX EU Ltd"
Save the date: 28 April 2023 Corporate governance, sustainability and shareholder
Save the date - 9 June 2023 Consob’s annual meeting with the financial market at Borsa Italiana
Investor protection warnings from other regulatory authorities
- NEWS OF THE WEEK -
Consob has ordered the black-out of 4 new websites that offer financial services illegally.
The commission availed itself of the new powers resulting from the "Decreto Crescita" ("Growth Decree"; Law no. 58 of 28 June 2019, Article 36, paragraph 2-terdecies), on the basis of which Consob can order internet service providers to block access from Italy to websites offering financial services without the proper authorization.
Below are the sites Consob has ordered to be blacked out:
- Ama Business Solutions Ltd (website https://solidxm.com and its pages https://register.solidxm.com and https://portal.solidxm.com);
- Pelliron Universal Inc. (website https://pelliron.com and its page https://pa.pelliron.com);
- Mortiz Ltd and Fxalta Ltd (website www.fxalta.com);
- New Finance Llc and Newfx Ltd (website www.newfxtrading.com).
The number of sites blacked out since July 2019, when Consob got the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 879.
The measures adopted by Consob can be consulted on the website www.consob.it.
The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.
Consob draws investors' attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one's savings: these include, for websites that offer financial services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products, that a prospectus has been published.
To this end, Consob would remind you that there is a section on the homepage of its website www.consob.it entitled "Watch for scams!", providing useful information to warn investors against financially abusive initiatives.
Consob has approved the prospectus (written in English) aimed at the admission to trading of the ordinary shares issued by Lottomatica Group Spa on the regulated market Euronext Milan, organised and operated by Borsa Italiana Spa.
Borsa Italiana has ordered the admission to listing on Euronext Milan with a measure dated 20 April 2023.
Lottomatica is one of the leading Italian operators in the regulated gaming sector and offers a wide range of products, including sports betting and games both online and on the physical gaming network. The Lottomatica group operates through concessions granted by the Italian Customs and Monopolies Agency (ADM).
At the date of the prospectus, the issuer is wholly owned (100%) by Gamma Topco Sarl, a limited liability company under Luxembourg law; 94.69% of Gamma Topco is held by Gamma Parent, which, in turn, is held by investment funds managed by Apollo Global Management, Inc., while the remaining portion (5.31%) is held by key managers of the issuer.
The prospectus prepared by Lottomatica Group Spa is aimed at the initial admission of the company's ordinary shares to trading on Euronext Milan. A concomitant bid for subscription and sale of shares to qualified investors is envisaged, functional to the distribution of ordinary shares and their listing on Euronext Milan, aimed at the formation of the float of shares required for admission to that market. No bid to the retail public is envisaged.
The admission to listing and the offer respond to the issuer's desire to improve its profile, make its capital structure even stronger, increase its ability to access the capital market to support its growth and development objectives, as well as to benefit from the opportunity to implement potential acquisitions through listed shares as compensation. The offer would also allow the company to create a float for the purpose of the listing on Euronext Milan.
Specifically, the offer includes (i) an offer by the company of a number of newly issued ordinary shares and (ii) an offer by the selling shareholder, Gamma Topco Sarl, of a portion of their existing ordinary shares.
In particular:
- the company offers for subscription a number of shares so as to raise a gross income totalling up to 425,000 euro, corresponding to a maximum of 47,222,222 newly issued shares (based on the minimum price of the offer price range) and a maximum of 38,636,363 newly issued shares (based on the maximum price of the offer price range);
- the selling shareholder offers to sell the number of shares necessary to raise a gross income totalling up to 175,000 euro, corresponding to up to 19,444,444 existing shares (based on the minimum price of the offer price range and excluding over-allotment shares) and up to 15,909,090 existing shares (based on the maximum price of the offer price range and excluding over-allotment shares).
The selling shareholder will grant the bank who will carry out the stabilisation activity, on behalf of the placement agents, the option of over-allotment, up to 15 per cent of the aggregate number of shares sold in the offer.
Based on the minimum price of the offer price range, if the over-allotment option is not exercised, the shares offered will constitute approximately 26.5% of the issued shares, whereas, if the over-allotment option is fully exercised, the shares offered will constitute approximately 30.5% of the issued shares.
Based on the maximum price of the offer price range, if the over-allotment option is not exercised, the shares offered will constitute no more than 22.5% of the issued shares, whereas, if the over-allotment option is fully exercised, the shares offered will constitute approximately 25.8% of the issued shares.
The offer price will be between 9 euro and 11 euro (inclusive) per share offered (the "offer price range"). The offer price can be set within, above or below the offer price range. The offer price and the exact number of shares offered (including the maximum number of over-allotment shares) will be agreed upon by the company, the selling shareholders and the placement agents following a book building process and will be specified in the press release that will be published on the company's website (https://lottomaticagroup.com/it-it/).
The company and the selling shareholder reserve the right, in consultation with the joint global coordinators, to suspend, withdraw or reduce, in whole or in part, the amount of the offer (in the latter case, by first reducing the existing shares offered and subject to the minimum necessary to establish the float in order for the ordinary shares to be traded on Euronext Milan).
The prospectus outlines the risks with regard to the issuer and the group, to the operating activities and the sector in which they operate, and to the financial instruments that will be admitted to listing.
On 18 April, the Commission published a Notice containing updates on FTX EU Ltd, from which European customers will now be able to apply to withdraw sums that were frozen until now due to the failure of the trading platform.
At the end of March 2023, as part of the Chapter 11 proceeding pursuant to the U.S. Bankruptcy Code which also involves FTX EU Ltd, the latter had announced that it would initiate the process of returning sums pertaining to its customers. To this end, a special website ("https://ftxeurope.eu/") has been made available to the company's clients, including Italian clients, through which they can view the balance of their accounts and request the restitution of the balances pertaining to them in relation to transactions in financial instruments, in accordance with the provisions of Directive 2014/65/EU (MiFID II).
By Notice dated 14 November 2022, Consob announced that the authorisation issued to FTX EU Ltd, concerning the provision of investment services (also with regard to derivatives trading with underlying crypto-assets) had been suspended on 11 November 2022 by the Cyprus Securities and Exchange Commission (CySEC), in its capacity as the competent Authority of the home country, following the failure of the cryptocurrency trading platform named "FTX" (managed by FTX Trading Ltd, based in the Bahamas)
On 12 April 2023, CySEC announced the extension, until 30 September 2023, of the suspension of the authorisation of FTX EU Ltd, which is therefore still not allowed to carry out investment services in Italy (and in the other EU countries), execute new transactions, accept new clients and advertise itself as an investment services provider.
On the basis of the EU regulations on investment services, it is CySEC (and not Consob) that is the competent Authority to supervise the aforementioned FTX EU Ltd, also for the activity carried out in Italy (FTX EU Ltd has been notified by the Cypriot Authority to operate in Italy exclusively in the modality of free provision of services).
In accordance with the specific procedure described on the CySEC website (available at the following address: (https://www.cysec.gov.cy/en-GB/investor-protection/how-to-complain/), any complaints from the Italian clients of the company in question should be submitted to the same company (infoeu@ftx.com) and, in case of a negative outcome, to the Cypriot Financial Ombudsman (http:\\www.financialombudsman.gov.cy; complaints@financialombudsman.gov.cy).
Consob, the Italian Committee for Corporate Governance and the Italian association for joint-stock companies, Assonime, will present a conference on "Corporate governance, sustainability and dialogue with shareholders" on 28 April from 10:00 at the Consob Auditorium. The event can also be streamed using the following link: https://youtube.com/live/O8HXXLom7hA.
Paolo Savona (Chair of Consob), Lucia Calvosa (Chair of the Italian Corporate Governance Committee) and Patrizia Grieco (Chair of Assonime) will participate. The speakers will be Nadia Linciano and Angela Ciavarella (Consob), Marcello Bianchi (Assonime), Alessandro Chieffi (Italian Corporate Governance Committee). Janina Landau (Class CNBC) will host and moderate the event. The conclusions will be made by Chiara Mosca (Consob member).
At the conference, the following will be presented:
- the Consob Report on the corporate governance of Italian listed companies, which provides evidence on ownership structures, corporate bodies, meetings and transactions with related parties. The 2022 Report, which will be published on Consob's institutional website, contains an in-depth analysis of the gender diversity of the corporate bodies and an addendum on the shareholder dialogue (engagement) policies of medium-large listed companies;
- the Report of the Italian Corporate Governance Committee, which assesses the state of implementation of the Corporate Governance Code and makes some recommendations to companies for its more effective application;
- the Report on Assonime-Emittenti Titoli, which provides an in-depth analysis on the corporate governance of Italian listed companies in the light of the guidelines set out in the Corporate Governance Code.
The detailed programme of the event with the methods for in-person participation is available at the following link: https://www.consob.it/web/area-pubblica/seminari-e-convegni#conferenza20230428.
Consob's customary annual meeting with the financial market will be held on Friday 9 June at 11:00 in Milan, at Palazzo Mezzanotte, the historic headquarters of Borsa Italiana.
The supervisory authorities of United Kingdom (Financial Conduct Authority - Fca), Spain (Comisión Nacional del Mercado de Valores - Cnmv), Hong Kong (Securities and Futures Commission - Sfc), Ontario (Ontario Securities Commission - Osc), Switzerland (Swiss Financial Market Supervisory Authority – Finma), New Zealand (Financial Markets Authority - Fma New Zealand), Alberta (Alberta Securities Commission - ASC), Poland (Polish Financial Supervision Authority - Knf), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Greece (Hellenic Capital Market Commission - Hcmc), report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Titan Fx Limited / Titan Ftx (https://titanftx.net);
- Bti / Bawerk Trading & Investment (www.bti-ic.com);
- Forex Expertfxstrade (www.forexexpertfxstrade.com);
- Arktecmarkets (www.arktecmarkets.com);
- Forexfgs (www.forexfgs.com);
- Expertsecuredplatform (https://expertsecuredplatform.com);
- One Zero Trade (https://onezerotrade.com);
- Acent Signal (https://acentsignal.live);
- Assets genius (www.assetsgeniusvip.com, www.assets-geniusvip.com);
- Flip Global Earner (https://flipglobalearner.com);
- Saxo 24 Fx (www.saxo-24fx.com);
- Diamond Wealth Management Inc (www.diamondwealthmgtinc.com);
- Grandpropips Advisors / Gradepropips.net (www.gradepropips.net);
- Primewaretrades / Primeware Trades/ Primeware Trading Limited / Primewaretrade.com (www.primewaretrade.com);
- Mf-Securities (www.mf-securities.com);
- OneTech Finance (www.onetechfinance.com);
- Pivot Signals / Pivotsignals.live (https://pivotsignals.live);
- Debt Clearers / Debtclearers.co.uk (www.debtclearers.co.uk);
- Sky Global Trading Inc (https://skyglobaltradinginc.com/index.php);
- Megabull Trading Option (www.megabulltradingoption.online);
- Connected Crypto Trades Markets (www.cct-innovationsmarkets.online);
- Opextrade (https://opextrade.net);
- Fantom Investment (https://ftminvests.com);
- Amirex Trading (https://amirextradings.com);
- Team Investment Limited (www.teaminvestment.co.uk);
- Peroxatrade (www.peroxtrade.net);
- Towerbliss (www.fx075platform.com);
- Zaltron (www.zaltrons.net);
- Union Trust Ltd / Uniontrust (www.uniontrustltd.com);
- Exxon Finance (www.exxonfinance.com);
- Atradesolutions (www.atradesolutions.co);
- Tfcm-protrading (www.tfcm-protrading.com).
- Reported by the Comisión Nacional del Mercado de Valores (CNMV) - Spain:
- Cryptorichs (https://cryptorichs.com);
- Eurotrade Forex (https://www.eurotradeforex.com);
- Finviz Pro / Canoodle Solutions Ltc (https://finviz-pro.top/sign-up; https://webtrader.finvizpro.cc/login);
- Vm Services Llc (https://ignitefxmarkets.com);
- https://sd-capital.ltd/?a=home;
- https://ipgate.trade;
- Planguard Invest Ltd (https://planguardinvest.com/?a=home);
- Pristene Options Investment Company / Pristene Options (https://pristeneoptions.com);
- Crypto World (Telegram Channel) (https://t.me/+WQ3iRyab_5aeGcia; https://t.me/c/1494082119/9164);
- Rackspruce Ltd (https://rackspruce.ltd);
- Tommy Lauren (https://tommylauren.com);
- Seven Canyons Advisors Llc (https://wasixcap.com/index.html);
- Yuan Pay Group (https://yuan-paygroup.com; https://es.yuanpaygroup-official.com);
- Marketa Ltd (https://crypto-center.com).
Reported by the Securities and Futures Commission (SFC) – Hong Kong:
- Msc Group Co. Limited (www.mscgroupm.com);
- www.silverliontrade.com, clone of a licensed company.
Reported by the Ontario Securities Commission (OSC) – Ontario:
- Finacapital aka Fina Capital (www.finacapital.net);
- Safecrypto aka Safe Crypto (www.safecrypto.cc);
- Satoshi Mining Stream aka Mine with Satoshi Global Ltd (www.minewithsatoshiglobal.com);
- Metzora Capital Investment (www.metzora.com);
- Axiancefx (www.axiancefx.com);
- Toro Coin (www.torocoin.io);
- Token Pay (thttps://d.app09922.xyz and thttps://d.app30015.top);
- Royal Oak Investment Services (at www.royaloakinservice.com and www.royaloakinvestment.com);
- Metafi Yielders aka Metafiyielders Pty Ltd. (www.metafiyielders.com);
- Trendingap (www.trendingap.com);
- Prestigecoins (www.prestige-coins.com);
- Smi Trade (www.smitrade.com);
- Maxcore (www.mcores.vip/download);
- Global Solutions Global Solution (www.global-solution.io, www.global-solution.pro, www.global-solution.group).
Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:
- www.goldenbridgeholdings.com;
- Swissefx (https://suissefx.net);
- Grotfinance (www.grotfinance.com).
Reported by the Financial Markets Authority (FMA New Zealand) – New Zealand:
- Cathay Holdings Ltd (www.cathayholdingslimited.com);
- Battle Steed AI (https://battlesteed.ai).
Reported by the Alberta Securities Commission (ASC) – Alberta:
- Zaftr / Svella Financial Corp (www.secure.zaftr.com/index.html);
- TradeUìunion (https://tradeunion.pro);
- Saxo Markets (https://wer.yusrra.com);
- Profx Options Trade (https://profxoptions.trade);
- Probate Fx trade (https://www.probatetrades.com/index.html);
- Confrapar (https://confrapar.com.br);
- Centaur 500 Corp (www.centaur500.com).
Reported by the Polish Financial Supervision Authority (KNF) - Poland:
- Arionn Investment Sp. z o.o.;
- Singa Biznes Sp. Z o.o.;
- Vea Sp. Z o.o.;
- Impressive Areas (www.impressiveareas.com, www.impressivearea.com);
- Rejestracja Pojazdów Tomasz Niemiec;
- Bright Space LTD (cryptotradecorp.co, cryptotradecorp.com, capitalprotrade.com and platform Bilancegroup, using the website bilancegroup.co/pl);
- Bp Remit Limited;
- Bp Remit Limited Sp. z o.o. branch in Poland.
Reported by the Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg:
- Bond Street Holdings S.a. (https://bondstreet-holdings.com);
- Lux Sozial Servicer (website https://luxsozialservicer.com).
Reported by the Hellenic Capital Market Commission – (HCMC) – Greece:
- 27proquote (www.27proquote.com);
- Spotfinex.com (https://spotfinex.com);
- Blackdiamondswiss (www.blackdiamondswiss.com);
- 4fxluxus (ww38.4fxluxus.com);
- Up4profit (https://up4profit.com).
The prospectus (written in English) aimed at the admission to trading of the ordinary shares issued by Lottomatica Spa on the regulated market Euronext Milan, organised and operated by Borsa Italiana Spa, has been approved (decision of 20 April 2023).
Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of Consolidated Law on Finance, put in place by:
- Ama Business Solutions Ltd through the website https://solidxm.com and its pages https://register.solidxm.com and https://portal.solidxm.com (resolution no. 22677 of 19 April 2023);
- Pelliron Universal Inc. through the websitehttps://pelliron.com and its page https://pa.pelliron.com (resolution no. 22676 of 19 April 2023);
- Mortiz Ltd and Fxalta Ltd through the website www.fxalta.com (resolution no. 22674 of 19 April 2023);
- New Finance Llc and Newfx Ltd through the website www.newfxtrading.com (resolution no. 22675 of 19 April 2023).