Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 4 more abusive websites
Financial education in schools, Kennedy High School in Rome awarded
The Alternative Financial Dispute Resolution Scheme (ACF) at the Salone del Risparmio
Italian Design Brands Spa Initial Public Offering (IPO): Consob approves listing prospectus
ESMA postpones to 2024 the annual amendment of the financial standards
9 June 2023 - Consob's annual meeting with the financial market at Borsa Italiana
Investor protection warnings from other regulatory authorities
Commission decisions taken during the week
Consob has ordered the blackout of 4 new websites that abusively offer financial services/financial products: 3 abusive financial intermediation websites and 1 website through which financial products are offered without a prospectus.
The Authority availed itself of the powers deriving from the "growth decree" (Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies) regarding the blackout of the sites of abusive financial intermediaries, as well as the power introduced by Law no. 8 of 28 February 2020, article 4, paragraph 3-bis, regarding the blackout of the website through which the abusive offer is made.
Below are the sites Consob has ordered to be blacked out:
- Activ4X (website https://www.activ4x.com and its relative pages https://client.activ4x.com and https://trade.activ4x.com);
- VirtuFinance (website www.virtufinancial.eu and its page https://webtrader.virtufinancial.eu);
- XTB Empire Ltd (website https://xtbempire.com and its page https://client.xtbempire.com);
- Goldy Deal (website www.goldydeal.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 890.
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 also:
- suspended, as a precautionary measure, for a period of 90 days, the activity of offering to the public residing in Italy concerning "Investment Plans" by Goldy Deal, including via the website www.goldydeal.com (resolution no. 22698 of 11 May 2023).
- the activity of offering financial investments to the public residing in Italy, set up by Gold Crown Mining Limited via the website www.goldcrownminingltd.com is prohibited (resolution no. 22697 of 11 May 2023). The activity had already been suspended, for a period of 90 days, by resolution no. 22598 of 14 February 2023.
The "J.F. Kennedy" scientific high school in Rome, with the financial education video by a fifth-year student, section D, won first place in the award ceremony for the best presentations in the School-Work Alternation Pathway, now the Pathway for Transversal Skills and Orientation (PCTO), promoted for the 2022-2023 school year by Consob among several Italian high schools. The video briefly summarises the functions and powers of Consob, covered in-depth during the five-day workshop.
The video and the presentation of the student's work are published on the Consob website at the following link (https://www.consob.it/web/area-pubblica/progetti-con-scuole-e-universita).
Second place went to the podcast of the fourth year, section A students of the "Torquato Tasso" classical high school in Rome, jointly with that of the fourth year, section F students of the "L. Respighi" scientific high school in Piacenza. Also on the podium, but in third place, is the team of various sections of the fourth year of the "Torquato Tasso" classical high school in Rome, with a video on online scams, jointly with the podcast of the fourth year, section A of the "Gaio Valerio Catullo" classical high school in Monterotondo and the video of the "M. Pagano" classical high school in Campobasso.
In addition to the J.F. Kennedy high school, Consob also congratulates the other students who follow in ranking, with valuable projects on other topics covered during the PCTO: "Watch for scams!" (how to avoid them and what to do if you have fallen for a scam) and the rulebook for making informed investments (addressing the issues of risk, return, time horizon, diversification, that is, the basic rules of finance).
The PCTO ended on 27 February with the participation of over 620 students from 14 high schools from all over Italy. The multimedia works, each for their in-depth examination, provide a useful and interesting mapping of the students' orientation and interests in the topics covered: Consob, online scams, financial risks, finance in general.
The Alternative Financial Dispute Resolution Scheme (Arbitro per le controversie finanziarie - ACF), the body for out-of-court settlement of disputes between savers and intermediaries, will be present for the first time with its own stand at the 2023 edition of the Salone del Risparmio.
For the duration of the event, from Tuesday, 16 May, to Thursday, 18 May, the ACF will have its own exhibition space, manned by qualified staff, on Level 1, South Wing, of the Allianz Mico in Milan. Of particular importance is the third and final day of the event, when the Salone opens its doors not only to insiders in the asset management industry, but also to the general public, savers and students. It will be an opportunity for a direct confrontation between the ACF and the audience of those who, through appeals, can turn to the ACF itself to have their reasons recognised in the event of a dispute with the intermediary.
The ACF's choice fits well into the context that characterises this year's Salone, dedicated to the theme of "Savings beyond the crisis. Accompanying the investor toward informed choices" with financial education at its centre. This is a front on which the ACF has been engaged for some time with the aim of spreading basic financial knowledge as much as possible among Italians in order to increase investor awareness in the allocation of their savings, thus helping to prevent disputes from arising between retail investors and intermediaries.
The thirteenth edition of the Salone del Risparmio will revolve precisely around the themes of education, informed investment choices and financial education with emphasis, in particular, on the younger generation.
Consob approved the prospectus for the admission to trading on the Euronext Milan market of the shares of Italian Design Brands Spa, thus making available to the public relevant information on the financial instruments offered, the riskiness of the issuer, the group and the reference markets.
The shares were admitted to listing by Borsa Italiana on 9 May 2023.
The share offer consists solely of an institutional placement, resulting from a share capital increase, aimed at constituting the float required by the Stock Exchange Regulations for admission to trading on Euronext Milan. No bid to the public is envisaged in Italy and/or in any other country.
According to the prospectus, the main purpose of the offer is to disseminate the shares and to list them on Euronext Milan in order to allow the company to increase its visibility on the reference markets and to increase its access to the capital market. Admission to the listing is subject to the placement of at least EUR 55 million of the offered share capital increase.
Italian Design Brands Spa ("IDB") is engaged in the acquisition and management of shareholdings or interests in companies operating in the high-end design furniture and lighting sector, including carrying out strategic and financial coordination activities and guidance and coordination activities for the strategic development and economic, administrative, organisational, commercial, contractual and financial planning of the group companies.
As at the date of the prospectus, the IDB Group consists of 21 companies and the approved, subscribed and paid-up share capital of the issuer is EUR 20,216,740. Shareholders holding, directly or indirectly, 5% or more of the issuer's capital or voting rights are: Investindesign Spa (67.78%); Elpi Srl (14.52%); Fourleaf Srl (14.52%). The issuer is therefore controlled, pursuant to Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Law on Finance, by Investindesign Spa, which owns 13,703,376 ordinary shares, corresponding to 67.78% of the issuer's share capital.
For listing purposes, on 1 May 2023 Tamburi Investment Partners Spa ("TIP"), an industrial group listed on the Euronext Star Milan segment of Borsa Italiana, reached an agreement to acquire 50.7% of the capital of Investindesign Spa, a company that currently holds a majority stake in Italian Design Brands Spa, for an investment of EUR 72 million. The validity of this agreement depends on the listing of IDB's shares on the stock exchange.
As part of the transaction, the unit price of the Italian Design Brands shares was defined, equal to EUR 10.88, at which the company's shares will be offered in the IPO.
If the offer is fully subscribed and the greenshoe option is fully exercised, Investindesign will lose legal control of the issuer pursuant to Article 93 of the Consolidated Law on Finance. In particular, as a result of the offer, Investindesign Spa would hold 48.75% before to exercise of the greenshoe option and 46.96% after exercise of the greenshoe option.
The offer starts on 9 May 2023 and ends on 15 May 2023, unless extended or closed early.
The offer relates to a maximum of 6,433,823 newly issued shares at an offer price of EUR 10.88 per share, including share premium, and will therefore have a maximum amount, including share premium, of EUR 69,999,994.24 from the capital increase
Assuming the offer is realised in its entirety, the shares concerned in the offer will represent approximately 23.89% of the share capital of the issuer following the listing.
The granting of over-allotment and greenshoe options is also envisaged. If the capital increase to service the offer is fully subscribed for and the over-allotment option and greenshoe option are exercised, the shares offered will amount to 7,398,897 and will represent approximately 27.48% of the share capital of the issuer following the listing.
Furthermore, assuming the full subscription of the capital increase to service the offer, the capitalisation of the issuer, based on the offer price and taking into account the reserved capital increase, would be equal to EUR 293 million. The final number of shares placed in the offer will be announced upon completion of the offer.
The offer will be withdrawn by the payment date if the gross proceeds related to the capital increase component of the offer are less than EUR 55 million (equal to 5,055,147 newly issued shares).
The European Securities and Markets Authority (ESMA), the EU's financial markets regulator and supervisor, has postponed to 2024 the amendment of the European Single Electronic Format (ESEF) Regulatory Technical Standard (RTS). This decision was due to (i) the limited changes made to the 2023 update of the International Financial Reporting Standards (IFRS) taxonomy; (ii) the added value of increased monitoring of ESEF implementation; and (iii) the impact of a system update on issuers and software providers.
During 2023, ESMA will therefore strengthen its monitoring activities on the implementation of the ESEF requirements, also measuring potential improvements on the electronic reporting process. It will also start the process of developing the ESEF sustainability reporting taxonomy and the related reporting requirements based on the European sustainability reporting standards taxonomy, which is currently being developed by the technical authorities (i.e. EFRAG). Based on the current technical standards issuers will, however, be able to fulfil their regulatory obligations to mark-up their 2023 IFRS consolidated financial statements, given that the ESEF 2022 taxonomy is mandatory and applicable for financial years beginning on or after 1 January 2023. The US Securities and Exchange Commission - SEC itself allows the preparation of 2023 financial statements in accordance with 2023 and 2022 IFRS taxonomies for all foreign listed issuers.
Finally, it should be mentioned that the update of the IFRS taxonomy for 2023 includes: (a) limited changes related to two standards (IFRS 16 and IAS 1) which are not mandatorily applicable in 2023; (b) general improvements to the taxonomy; and (c) common practices of the issuers, not deriving from the standards.
Throughout 2023, ESMA will monitor the implementation of the ESEF requirements, assess how to improve digital reporting of sustainability, developing its taxonomy and the relative requirements.
Consob's customary annual meeting with the financial market will be held on Friday 9 June at 11:00 in Milan, in Palazzo Mezzanotte, the historic headquarters of Borsa Italiana.
The Supervisory Authorities of the United Kingdom (Financial Conduct Authority – FCA), Greece (Hellenic Capital Market Commission - HCMC), The Netherlands (The Dutch Authority for the Financial Markets, The Netherlands - AFM), Ireland (Central Bank of Ireland – CBI) and Spain (Comisión Nacional del Mercado de Valores - CNMV) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Mega Tradevest (www.megatradeinvest.online, www.megatradevest.com);
- Goldbiz-Trade.Com (www.goldbiz-trade.com);
- Grease Wallet Inc (www.greasewallet.com);
- Quantum Accruefx (www.quantumaccruesfx.com).
Reported by the Hellenic Capital Market Commission – (HCMC) – Greece:
- https://dakkengroup.com;
- https://www.bidtrade.net;
- https://fx-magna.com;
- https://crypteriun.cc.
Reported by The Dutch Authority for the Financial Markets, The Netherlands (AFM) - The Netherlands:
- Invest 505 (https://invest505.com);
- Ixsparko Llc / Pro Investments (https://www.procrypto-invest.com);
- Ect Traders (https://ectraders.com);
- Broomfinance (https://www.broomfinance.com);
- Express Trading Fx (https://expresstradesfx.com/home.php);
- Upstream-market (https://upstream-market.com);
- Polarbtc (www.polarbtc.com);
- Gainful Markets (www.gainfulmarkets.com);
- Sallix Capital (www.gainfulmarkets.com);
- Brinks Investments (www.brinksinvestment.com);
- Trade Secured Fx (www.tradesecuredfx.net);
- Tradevexo (www.tradevexo.com);
- Belana Group Llc / Zigber.com (https://Zigber.com);
- Barclay Private Assets (www.barclayprivateassets.com);
- Trade Union Trust (www.tradeuniontrust.com), clone of a licensed company.
Reports from the Central Bank of Ireland (CBI) - Ireland:
- Euroway Capital (http://www.eurowaycapital.com).
The Central Bank of Ireland also warns investors that an entity called Barclays Bank Ireland PLC has been operating as an investment firm without proper authorisation, unlawfully using the name of an authorised entity for the purpose of misleading consumers and selling a fake security called "Barclays Ireland Fixed Income Bond 2023 Issue" including through the email address "info@bwm-ireland.com".
Reported by the Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg:
- Sb Finance (www.sb-finance-lu.com).
Reported by the Comisión Nacional del Mercado de Valores (CNMV) – Spain:
- Bit Index Ai (https://bestinvestmentoffer.com/bit-index-ai-crypto-robots);
- Bitcoin Motion (https://bestinvestmentoffer.com/bitcoin-motion-crypto-robots);
- Bitcoinbank / Bitcoin Bank (https://bestinvestmentoffer.com/bitcoin-bank-crypto-robots);
- Bornstein Investment (https://bornsteininvestment.com);
- Bullish Fx (http://bullish-fx.com);
- Synnfrey Sol Ltd (http://www.daxglobe.com);
- Eie Trading Market (https://eietradingmarket.com, https://www.eietradingmarket.com);
- Forex Time Ltd (https://forextimeltd.com);
- Global Fx Trade / Global Fx Trade Advisors Corporation (https://global-fx-trade.com);
- https://immediateconnect.org;
- Oil Profit (https://bestinvestmentoffer.com/oil-profit-crypto-robots);
- Trade Capitol / Eunoia Group Llc (https://tradecapitol.co);
- All Solutions Fx / Shlack Consulting Llc (www.allsolutionsfx.com).
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The prospectus for the admission to trading on the Euronext Milan market of Italian Design Brands Spa shares has been approved (decision of 11 May 2023).
Order, pursuant to Article 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of Article 18 of Consolidated Law on Finance, put in place by:
- Activ4X via the website https://www.activ4x.com and its pages https://client.activ4x.com and https://trade.activ4x.com (resolution no. 22693 of 11 May 2023);
- VirtuFinance via the website www.virtufinancial.eu and its page https://webtrader.virtufinancial.eu (resolution no. 22695 of 11 May 2023);
- XTB Empire Ltd via the website https://xtbempire.com and its page https://client.xtbempire.com (resolution no. 22694 of 11 May 2023).