Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
Weekly newsletter - year XXIX - No. 15 - 2 May 2023
News of the week:
Watch for scams! Financial fraud: Consob blacks out 3 more abusive websites
Eleventh Consob Report on the corporate governance of Italian listed companies
Investor protection and mapping of financial products: the point and some proposals in Consob's Legal Research Paper
Spin-off of Fratelli Ferretti Holding Srl and signing of a shareholders' agreement on the shares: Consob adopts a measure for exemption
from the mandatory takeover bid listing prospectus
Ipo Technoprobe spa: Consob approves the listing prospectus
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 ordered the blackout of 3 new websites which are offering 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 authorisation.
Below are the sites Consob has ordered to be blacked out:
- Vivian Trade (https://viviantrade.com website and its https://clients.viviantrade.com page);
- AcerFinance (https://acerfinance.co website);
- PrimusFX Inc (https://primusfx.net website and its https://account.primusfx.net page).
The number of sites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 882.
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.
Please note that there is a section on Consob's website www.consob.it entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.
The eleventh edition of the Consob Report on the corporate governance of Italian listed companies has been published, which updates the data on ownership structure, corporate bodies, shareholders' meetings and related party transactions, it also scrutinises the policies for dialogue with shareholders adopted by FTSE MIB companies at the end of 2022 and shareholders' interest in ESG (Environmental, Social and Governance) issues in the general meetings held in 2018 and 2019.
Some changes were noted in the governance of Italian companies at the end of 2021, both with respect to the previous year and from a long-term point of view. With regard to ownership concentration the largest shareholders' quota increased slightly, reaching 49% on average, up from 47.6% in 2020, about three percentage points more than in 2011. The presence of institutional investors, present in 55 companies, decreased among significant shareholders, with 10 and 20 less than in 2020 and 2011 respectively (the figure was more pronounced for foreign investors).
With reference to corporate bodies, one of the most significant new developments was a growing gender diversity, which at the end of 2022 saw a 43% share of directorships of listed companies held by women, as a result of the application of the gender quota of two-fifths of the body pursuant to Law no. 160/2019. In line with past years, women are mainly independent directors (73%) and rarely hold the role of chief executive officer or chairman of the administrative body (in 17 and 32 cases respectively). Moreover, although female interlocking is still more marked than men's, it continues to decrease compared to its maximum level reached in 2019, when it involved 34.9% of women, falling to 28.6% at the end of 2022.
The 2022 season of shareholders' meetings of the 100 listed companies with the highest capitalization recorded a further increase in shareholder participation: on average, 75.4% of the share capital took part, up by about one percentage point compared to 2021 and 5 percentage points compared to 2012. Italian institutional investors, who took part in 94 meetings (40 in 2012), accounted for 2.6% of the share capital (1.9% in 2012). On average, shareholder agreement grew in 2022 compared to the previous year, both on remuneration policies (approved by 67.9% of the share capital) and on the advisory vote on the remuneration paid for the previous year (votes in favour by 68.8% of the share capital). With regard to only the votes cast by institutional investors, over the last year there has been an increase in disagreement on remuneration policies (37.1% of the total shares of institutional investors, up from 34.5% in 2021); the opposite was observed for votes on remuneration paid (32.3% of the total of their shares compared to 36% in 2021).
In relation to the Report's in-depth analyses, the one on engagement policies shows that the FTSE MIB companies have largely complied with the Recommendation of the Corporate Governance Code regarding the adoption of a policy for managing dialogue with shareholders in general, whilst choosing heterogeneous implementation methods.
The Report's second in-depth analysis assesses shareholders' interest in sustainability issues, by analysing their interventions on ESG matters during the annual shareholders' meetings held in 2018 and 2019 for the approval of the financial statements, on the basis of the related minutes.
The MiFID2 European Directive on the provision of investment services reinforced a series of safeguards for investors who subscribe to financial instruments through authorised intermediaries, such as the rules on suitability and appropriateness, and introduced rules on product governance. Despite the efforts made, there are still some areas for improvement, such as, for example: risk management of conflicts of interest that occur when issuers of financial products aimed at investors are also distributors; controls on the "mapping" of financial products, when investment firms entrust this activity to third parties without adequate organisational safeguards; application uncertainties on the rules governing the profiling of financial products, with the possible effect of non-uniform protection of retail investors and savers within the EU.
These are some of the critical elements on the issue of mis-selling of financial products to retail customers that emerge in Consob's Legal Research Paper no. 28, on the topic of "The mapping of financial products from the perspective of investor protection" by Filippo Annunziata (Bocconi University Milan), Alberto Lupoi (University of Padua), Dario Colonnello (Consob Office of Legal Studies) and with a foreword by Antonella Sciarrone Alibrandi (Catholic University of the Sacred Heart).
The study, which aims to contribute to the debate on European legislation, starts from the fact that - in order for the suitability rule to work correctly, minimizing the risks of mis-selling – it is necessary that the customer profiling carried out through the "MiFID questionnaire" is accompanied by adequate mapping of financial products. The current regulatory framework, however, remains focused on the profiling of investment services customers, leaving the mapping of financial products to the diligence of the intermediaries themselves.
A problem that is not only Italian, but also affects other European Union member countries.
In an evolutionary key, to improve application of the suitability rule, the study suggests creating a standardised set of data and profiling information on financial products at European level, for subsequent sharing on the European ESAP platform (European Single Access Point platform, to which ESMA will provide centralised electronic access from 31 December 2024). Among other suggestions there is also the use of artificial intelligence for the determination and sharing of data and profiling information, minimizing costs for companies.
With resolution no. 22683 of 26 April 2023, Consob acknowledged that the indirect purchase by the Fratelli Ferretti of a stake in Aeffe Spa exceeding significant thresholds does not entail an obligation to make a takeover bid on Aeffe shares.
The transaction, which will be carried out as a result of the spin-off of Fratelli Ferretti Holding Srl (the company that controls the listed company Aeffe Spa) into two special purpose vehicles, each fully owned by one of the Fratelli Ferretti, determines the thresholds referred to in Article 106, paragraph 1, of the Consolidated Law on Finance will be exceeded in light of the Agreement to be signed by the Fratelli Ferretti.
Consob has acknowledged that this takeover does not entail an obligation to make a takeover bid on the Aeffe shares, since the transfer of the aforementioned stake to the two Newcos has the same rationale underlying the hypothesis of exemption for "transfer of shares envisaged by Article 105 between subjects linked by significant shareholding relationships" as laid down in Article 106, paragraph 5, letter b), of the Consolidated Law on Finance, and does not entail any substantial change with respect to the pre-existing power structures and governance rules, thus being neutral for the minority shareholders of Aeffe Spa.
Aeffe Spa, a company listed on the Euronext Milan market, Star segment, is a company subject to the control of Fratelli Ferretti Holding Srl ("FFH"), which holds 61.797% of its share capital; FFH, in turn, is a company owned 50% each by Mr. Massimo Ferretti ("MF") and Ms. Alberta Ferretti ("AF" and together, the "Fratelli Ferretti"), without being controlled by any of them.
The Fratelli Ferretti presented a reorganization transaction to Consob of the aforementioned ownership structure of Aeffe which would consist, in particular:
a) in the total spin-off of FFH into two newly established beneficiary companies ("Newcos"), which will be held, 100% each, respectively, by MF and AF, so that, as a result of the spin-off, each of the Fratelli Ferretti would be the holder, indirectly through an SPV attributable to same, of a representative participation of 30.899% of the share capital of Aeffe;
b) in the simultaneous signing by the Fratelli Ferretti of a shareholders' agreement, relevant pursuant to Article 122 of the Consolidated Law on Finance (the "Agreement"), aimed at regulating the exercising of the rights related to the shares respectively held by the said Newcos in Aeffe as a result of the spin-off.
Consob, having considered the substantial continuity in the management of the stake held in Aeffe by the subjects – i.e. the Fratelli Ferretti – who act together, through FFH, in the management of said stake and who after the transaction will continue to act together through the Agreement, deemed that the FFH spin-off and the simultaneous signing of the Agreement between the Fratelli Ferretti, can qualify as being neutral for the minority shareholders of Aeffe with regard to the control structures and governance mechanisms of the listed company.
The transaction is therefore attributable, due to the substantially identical effects at the level of control structures and neutrality for the minority shareholders of Aeffe, to the hypothesis of exemption referred to in the aforementioned Article 106, paragraph 5, letter b) of the Consolidated Law on Finance. Therefore, based on the information and documentation provided by the applicants, with reference to the transaction in question and the signing of the agreement by the Fratelli Ferretti, Consob deemed that the conditions exist for the adoption of a reasoned measure pursuant to Article 106, paragraph 6, of the Consolidated Law on Finance, and adopted the aforementioned resolution no. 22683 of 26 April 2023.
Consob has approved the prospectus in tripartite format (registration document, securities note and summary note) for admission to trading of the ordinary shares of Technoprobe Spa on the Euronext Milan regulated market, organised and managed by Borsa Italiana Spa.
Borsa Italiana has ordered the admission to listing on Euronext Milan with a measure dated 24 April 2023. The issuer has requested a specific waiver of the minimum float requirement of 25% envisaged by Borsa Italiana's Regulation.
The company was established in 1996 by an entrepreneurial idea of its founder Giuseppe Crippa and is at the head of a group that designs and manufactures electro-mechanical interfaces called Probe Cards, used for testing non-memory type or SOC (system on chip) semiconductors.
The group is the second producer of Probe Cards worldwide in terms of volumes and turnover and is the only producer in Italy.
As at the date of the registration document, the issuer was controlled by TPlus (a company belonging to the Crippa family), which holds 67.90% of the share capital of the issuer and exercises 75.78% of the voting rights. On the start of trading date, the issuer will continue to be legally controlled by T-Plus and, therefore, will not be contestable.
The prospectus is aimed exclusively at the admission of the company's ordinary shares to trading on Euronext Milan. Therefore, an offer to qualified or retail investors is not expected. On the start of trading date, the float will be 20.80%. The shares are admitted, since 15 February 2022, to trading on the Euronext Growth Milan Italy multilateral system.
The float functional to the distribution of ordinary shares consists of the distribution of shares listed on the MTF Euronext Growth Milan market.
The admission to trading and the offer meet the issuer's wish to pursue the following main objectives:
(i) benefit from greater liquidity of the stock and greater interest from the market and from institutional investors, compared to what happens on Euronext Growth Milan, that are significant both in number and size, that operate mainly on regulated markets; and
(ii) improve its competitive position and strengthen its relations with its strategic partners, thanks also to the possibility of benefitting from greater visibility on national and international reference markets.
The prospectus outlines the risks with regard to the issuer and the group, its economic performance, the operating activities and the sector in which they operate, the environmental, social and governance factors and the financial instruments to be admitted to listing.
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), Ireland (Central Bank of Ireland – CBI), Malta (Malta Financial Services Authority - Mfsa), Hong Kong (Securities and Futures Commission - Sfc) and Switzerland (Swiss Financial Market Supervisory Authority – Finma) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Ava Trades Go (www.avatradesgo.com);
- Difc Investment (https://difcinvestment.world/, difcinvestment.com);
- Waterman Xe / watermanxe.com (https://www.watermanxe.com);
- Polar Btc (https://www.polarbtc.com);
- Invest Ehub (https://invest-ehub.com);
- Tsh Financial Services Limited, clone of a licensed company (www.tshtrades.org/, https://thomasspence.info/, LinkedIn: https://www.linkedin.com/company/tsh-financial-services-limited/, Facebook: https://m.facebook.com/TSH-Financial-Services-Limited-732426897503502/, Instagram: https://instagram.com/tshfinancials?igshid=YmMyMTA2M2Y=);
- Aleph Finance Group Plc, clone of a licensed company (http://www.aleph.finance);
- legacytrade.top (www.legacytrade.top);
- 24hrstrustfxoption (www.24hrstrustfxoption.com);
- Hampden & Co Plc, clone of a licensed company (https://hampdenandcobk.com);
- Cowen Capital Group (www.cowencapitalgroup.com, www.cowencapitalgrowth.com, www.cowencapital.com).
Reported by the Comisión Nacional del Mercado de Valores (CNMV) – Spain:
- Example 4 (https://thelionmarket.live);
- Itraders Fx Ltd (http://itradersfx.com);
- Wirrerium Llc (https://www.exteom.com/es);
- Forzatrade (www.forzatrade.io, www.forzatrade.net, www.forzatrade.org, www.forzatrade.world);
- Pepper Stone Ltd (https://www.pepperstoneld.com);
- Primus Fx (https://primusfx.net);
- Itraders Fx Ltd (http://itradersfx.com);
Reported by the Central Bank of Ireland (CBI) – Ireland:
- Day 2 Day Finance;
- My Lender Loans;
- Capital Equity Fund Management;
- Irish Rate Tracker;
Reported by Malta Financial Services Authority (MFSA) – Malta:
- SpurTrade (www.spurtrade.com).
Reported by the Hong Kong (Securities and Futures Commission (Sfc) - Hong Kong:
- Magnate Holding / Magnate Global/ Magnate global Financial Group (www.magnateglobal.com);
- www.kuentaisecurities.com;
Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:
- Krypto Fm Ltd (https://www.krypto-fm.com);
- Altrean Trade Fx Limited (http://www.altreantrade-fx.com);
- IFS Global Asset Management (www.ifsvv.com);
- Bawerk Trading & Investment (Switzerland) Ag (www.bti-ic.com);
- Fin Broker 365 (www.finbroker365.com);
- https://hcapital-trust.ch.
The French Supervisory Authority (Autorité des Marchés Financiers - Amf), and the Autorité de Controle Prudentiel et de Resolution (ACPR) are warning the public against companies and websites offering investments in forex and crypto-asset derivatives without authorisation and have updated the list of unauthorised parties with the following:
- cint.pro;
- cintra.group;
- green-capitalz.com,
- hightrustcapital.com;
- ipgatetrade.pro;
- spotyfx.com;
- stbmarkets.com;
- superether.io.
The prospectus has been approved in tripartite format (registration document, securities note and summary note) aimed at the admission to trading of the ordinary shares of Technoprobe Spa on the Euronext Milan regulated market, organised and managed by Borsa Italiana Spa (decision of 26 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:
- Vivian Trade via the https://viviantrade.com website and its https://clients.viviantrade.com page (resolution no. 22685 of 26 April 2023);
- AcerFinance via the https://acerfinance.co website (resolution no. 22686 of 26 April 2023);
- PrimusFX Inc via the https://primusfx.net website and its https://account.primusfx.net page (resolution no. 22684 of 26 April 2023).
Based on the provisions of Article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and Articles 144-ter et seq. of the Issuers' Regulation, the Head of Consob's Corporate Governance Division has determined the minimum investments for the submission of slates of candidates for election of the board of directors and internal control bodies of the company Piquadro Spa. Unless the company's by-laws prescribe a lower shareholding, the threshold has been set at 2.5%. The full text of the management decision no. 81 of 27 April 2023 is available on the www.consob.it website, together with a table setting out the criteria used to determine the qualifying shareholding.