Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 4 more abusive websites
Selection of members of the Committee of Market Operators and Investors (COMI)
Takeover bid for the delisting of Kme Group: Consob approves the bid document
Sebino Holding takeover bid on Sebino: Consob approves the bid document
Cover 50 takeover bid: bid period extended
Consob: changes in the organisational set-up of the Commission
Investor protection warnings from other regulatory authorities
Commission decisions taken during the week
Management decision
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 authorisation.
Below are the sites Consob has ordered to be blacked out:
- "Caledonia Advisory" (websites: https://eibank.io and https://kunderbank.io and their https://my.kunderbank.io and https://web.kunderbank.io pages);
- "Trade4winner" (website: https://trade4winner.com and its https://crm.sheersmarkets.com page);
- "OnspotBNK" (website: www.onspotcap.com and its https://clientzone.onspotcap.com and https://webtrader.onspotcap.com pages).
The number of sites blacked out since July 2019, when Consob was given the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 927.
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 initiated the procedure for the renewal of the members of the COMI, the committee that acts as a forum for market operators and investors, for the two-year period 2023-2025. The selection notice was published on 21 July.
Indeed, the term of office of the current Committee members expires on 23 September 2023. Its Charter (last amended by resolution no. 22782 of 19 July 2023) provides for the Committee members to be appointed by the Commission, on the basis of a public selection process aimed at individuals and trade associations.
Market operators and experts from the academic world, as well as representatives of savers and users of financial services, are invited to express their interest in being appointed to the Committee.
Representatives of Universities and research centres must be independent of the interests of market operators.
Trade Associations, including jointly, and the Associations represented on the National Council of Consumers and Users (CNCU), are invited to submit a shortlist of candidates to Consob.
Expressions of interest, with the CVs of the individual candidates and a covering letter justifying their expression of interest, should be sent by 15 September 2023 to the e-mail address comi@pec.consob.it.
The term of office is two years and may be renewed. Participation on the Committee is not remunerated, except, in the case of members not representing market operators, for reimbursement of any travel and accommodation expenses incurred in attending meetings.
The Committee normally meets at Consob's Milan office, at least on a quarterly basis.
The Charter states that the choice of candidates to be appointed to the role is exclusively up to Consob. The notice does not constitute a competitive procedure but a means of acquiring expressions of interest. Consob therefore reserves the right to appoint members at its own discretion.
The role of the Committee - set up at Consob in 2018 with the adoption of its Charter (resolution no. 20477 of 12 June 2018) - is to facilitate discussion and dialogue with stakeholders. In particular, it expresses the opinion of market operators and investors and assists Consob in defining its strategic guidelines and related actions, including in order to ensure proper application of the principle of proportionality. The Committee is also responsible for analysing market risks and identifying areas for improving the competitiveness of the capital market.
The Committee consists of a maximum of 30 members chosen from among persons of specific and recognised experience and professionalism, ensuring a balance of role, professional experience and gender, capable of expressing the views of market operators, including technology companies and small and medium-sized enterprises, investors and users of financial services, Universities and research centres.
The Committee identifies a Chairman and a Vice-Chairman from among its members.
Consob has approved the document on the voluntary full takeover bid (opa) launched by Kme Group Spa on 154,441,260 ordinary shares, 3,822,473 savings shares and 78,626,511 "Kmw Group Spa 2021-2024 warrants" issued by said company (resolution no. 22779 of 19 July 2023).
The transaction - launched pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998 - will take place in the period from 31 July 2023 to 25 September 2023 with payment of the consideration on 4 October 2023.
It comprises three voluntary, full takeover bids launched by the issuer on its ordinary treasury shares, i.e. a share buyback, as well as on savings shares and warrants issued by it with the aim of delisting all three financial instruments. The bidder, therefore, is the issuer.
Kme Group Spa is a holding company listed on Euronext Milan focused on the industrial management of Kme SE, a leading German company in the Copper sector (rolled products and copper). Also part of the Kme Group are companies such as:
- Culti Milano, listed on EGM and active in the home fragrance sector;
- Intek Investimenti, the corporate vehicle in which Kme's investment and private equity activities have been concentrated in recent years;
- Ducati Energia, a company active in several business sectors (capacitors, industrial power factor correction, railway signalling, measuring instruments, sustainable mobility, Intelligent Transportation Systems).
The only significant shareholder of the issuer is Quattroduedue Spa, which holds 47.46% of the ordinary share capital and 63.59% of the total voting rights, as well as a number of warrants.
The bids are made in agreement with Quattroduedue whose main shareholders are: i) Vincenzo Manes with a 35.12% shareholding who is also Executive Chairman of Kme and Kmh as well as ii) Ruggero Magnoni with a 32.44% shareholding who is also a non-executive Director of Kme.
The operation in detail includes:
(i) a voluntary, full takeover bid for 154,441,2601 Kme ordinary shares, equal to 50.28% of the ordinary share capital and corresponding to all the outstanding ordinary shares, less the 145,778,198 ordinary shares held by the shareholder Quattroduedue Spa and the 6,937,311 ordinary treasury shares held in the company's portfolio, at a price per share of EUR 1, for a maximum disbursement of EUR 154,441,260;
(ii) a voluntary, full takeover bid for 13,822,473 Kme savings shares, equal to 90.66% of the class capital and corresponding to all the outstanding savings shares, less the 1,424,032 savings shares held by the shareholder Quattroduedue, at a unit price of EUR 1.08277 (ex-dividend of EUR 0.217230), for a maximum disbursement of EUR 14,966,559.09;
(iii) a voluntary, full takeover bid for 78,626,511 "Kme Group Spa 2021-2024 Warrants" equal to 51.62% of the outstanding warrants and corresponding to all the outstanding warrants, less the 73,680,892 warrants held by Quattroduedue, at a unit price of EUR 0.60 for a maximum disbursement of EUR 47,175,906.
The maximum overall disbursement for the bids is EUR 216,583,725.69, if the number of ordinary shares remains unchanged, which can, however, increase to EUR 248,034,330.09 if the warrants are exercised with the consequent assignment of one ordinary conversion share for each warrant exercised. Each warrant gives the right to subscribe to one conversion share, having the same characteristics as the ordinary shares, at a price of EUR 0.40 per share.
The transaction also provides for the involvement of the investment funds managed by JP Morgan Asset Management (UK) Limited as financial shareholders of the Kme group, in particular, through the provision of a bond loan to Kme's wholly-owned direct subsidiary, Kmh Spa, and their entry into the capital of Kmh through the subscription of a capital increase of the said company.
The bidding period runs from 31 July 2023 to 25 September 2023, inclusive; the payment date is 4 October 2023.
The effectiveness of bids is subject to certain conditions of effectiveness:
(i) MAC Condition: the non-occurrence of extraordinary events or situations that could entail significant changes in the political, financial, economic, currency, regulatory, health or market situation, which have substantially detrimental effects on the bids and/or on the financial, asset, economic and/or income position of the issuer (and/or its subsidiaries and/or affiliates);
(ii) Minimum Disbursement Condition: the achievement of a number of subscriptions to the bids, considered altogether, for an overall amount of at least EUR 120 million;
(iii) Authorisation Condition: that no communications concerning the exercising of vetoes and/or comments and/or the imposition of conditions on the bids have been received from any Authority, including pursuant to and for the purposes of the "golden power" legislation and/or any other regulatory provision or measure that may be issued.
The bidder reserves the right to waive or modify, in whole or in part, one or more of the terms and conditions of the bids, in accordance with the provisions of Article 43 of the Issuers' Regulation.
Moreover, with a view to achieving the delisting, if it does not take place upon completion of the bids, the parties may:
(i) following the warrant takeover bid, launch a voluntary exchange bid on the warrants still outstanding, at a ratio of one ordinary share for every 2.3 warrants tendered;
(ii) following the savings shares takeover bid, propose the mandatory conversion of savings shares into ordinary shares to the competent company bodies;
(iii) propose proceeding with the reverse merger of the company into the subsidiary Kmh, pursuant to Article 2501 et seq. of the Italian Civil Code, to the shareholders' meeting of Kme, with a view to delisting.
Consob approved the document relating to the mandatory full takeover bid launched by Sebino Holding Spa on all the ordinary shares issued by Sebino Spa, aimed at achieving the delisting of the issuer from the EGM (resolution no. 22778 of 19 July 2023).
The bid, launched pursuant to Articles 106 of Legislative Decree no. 58 of 1998 and 9.1 of the Articles of Association of Sebino Spa, sets the subscription period from 28 July 2023 to 1 September 2023 and concerns: i) up to 1,977,576 outstanding Sebino shares, representing 14.67% of the issued capital; ii) up to 160,824 shares (the "Conversion Shares") that could possibly be issued against the exercising of the total 804,120 warrants named "2020-2023" (the "warrants") issued by the issuer and still outstanding.
Assuming full exercising of the warrants, the bid will therefore be for up to 2,138,400 shares representing 15.68% of the fully diluted capital.
With regard to the warrants, which are not the subject of the bid, a specific notice has been included in the document for the holders thereof, pointing out that those who wish to exercise their warrants and subscribe to the offer with the conversion shares received, will have to exercise them in the period between 1 July and 31 July 2023 (inclusive).
The premise of the bid arose at the same time as the execution of the sale and investment agreement signed by the bidder with some Sebino shareholders, namely, Nexus I Srl ("Nexus I"), Giacomina Cadei, Lucia Cadei, Elena Cadei, Maria Luisa Cadei and Giovanni Romagnoni, concerning the purchase of a total of 9,416,667 Sebino shares, representing 69.87% of the issuer's share capital, as well as the terms for the subscription of a capital increase by the bidder in the context of which Nexus I, the issuer's former reference shareholder with a 45.22% stake, undertook to contribute 2,083,333 Sebino shares owned by Nexus I, representing 15.46% of Sebino's share capital (the "Nexus I Contribution"), receiving a stake in the share capital of Sebino Holding equal to 31.25% of the relative capital.
On 19 May 2023, as a result of the performance of the takeover agreement, the bidder became the holder, taking into account the Nexus I contribution too, of 11,500.000 Sebino shares, representing 85.33% of the relative capital (the "Initial Holding") and, therefore, on the same date, pursuant to Article 106 of the Consolidated Law on Finance, as mentioned in Article 9.1 of Sebino's Articles of Association, an obligation arose for Sebino Holding to launch a public takeover bid on all the remaining Sebino shares that had not been acquired.
The bid is launched at a unit price equal to the higher price paid in the context of the takeover as well as the price attributed to the Sebino shares in the context of the Contribution, equal to EUR 7.20, for a maximum amount of EUR 15,396,480.00.
Sebino, founded in 1979 by Marco Cadei, is a company, at the head of the group of the same name, active in the design, installation and maintenance of fire and security systems whose shares have been traded on Euronext Growth Milan since 19 June 2020.
Sebino's share capital is represented by 13,477,576 ordinary shares, 85.33% of which are held by the bidder.
Sebino has also issued 804,120 warrants, named "2020-2023 Warrant Sebino Spa", convertible into shares according to an exercise ratio, as mentioned, of 1 conversion share for every 5 warrants.
The bidder, Sebino Holding, is a company incorporated on 22 March 2023, currently 68.75% owned by the Italian company Madone Holding Srl, in turn controlled by the Luxembourg company Seta Holding Sa and indirectly owned by the Luxembourg investment company Pacino SCSp (Pacino), and the remaining 31.25% by Nexus I, the former parent company of the issuer headed by the current managing director of Sebino and Sebino Holding - Mussinelli.
In the event that, on completion of the takeover bid, as a result of bid acceptances and any purchases made by the bidder and/or persons acting in agreement, the bidder should come to hold an overall stake of more than 90%, but less than 95%, of the issuer's share capital, the bidder has declared its intention not to re-establish a sufficient float to ensure orderly trading of the shares, with the resulting obligation to purchase the remaining shares involved in the bid from the issuer's shareholders who so request, in application of the squeeze-out commitment pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance as referred to in Article 9.5 of the Articles of Association.
In the event that, on completion of the bid and/or in implementation of the commitment to squeeze-out pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the bidder should come to hold a total shareholding of at least 95% of the issuer's share capital, the bidder has declared its willingness to avail itself of the right to squeeze-out pursuant to Article 111 of the Consolidated Law on Finance, as referred to in Article 9.5 of the Articles of Association.
By exercising its squeeze-out right, the bidder will simultaneously fulfil the squeeze-out commitment pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, with respect to the issuer's shareholders who have requested it, by carrying out a joint procedure.
Following completion of the takeover bid - in line with the motives for and objectives of the bid - the bidder will assess how a merger, either direct or reverse, involving the issuer and the bidder, can be implemented.
The issuer's press release, drafted pursuant to the combined provisions of Article 103 of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, approved by the issuer's Board of Directors, containing all useful data to evaluate the bid, including the opinion of the Independent Directors, will be disseminated to the market, no later than the stock market trading day prior to the first day of the subscription period.
Consob has extended the subscription period for the full takeover bid launched by Fine Mito on ordinary shares issued by Cover 50, by five open trade days. The bid period will therefore end on 28 July 2023 instead of 21 July 2023 (see "Consob Informa no. 23/2023).
A possible reopening of the bid terms will take place in the trading sessions from 7 to 11 August 2023.
The extension will be effective if the bidder, together with the persons acting in agreement, does not come to hold, by the aforementioned original expiry date of the subscription period (21 July), a total holding of more than 90% of the issuer's share capital.
Giuliana Manto, a Lawyer, former head of the Advice and Litigation Office for Instrumental and Support Activities, as well as substitute for the Head of the Legal Advice Office, has been appointed Head of the Legal Advice Office, effective as of 1 September 2023 (resolution 22780 of 19 July 2023).
Ms Manto succeeds the lawyer, Ms Maria Letizia Ermetes who leaves Consob due to voluntary resignation.
As of the same date, Ms Manto is entrusted with the role of temporary management of the Advice and Litigation Office for Instrumental and Support Activities, within the framework of the said Legal Advice Office.
The Supervisory Authorities of the United Kingdom (Financial Conduct Authority - FCA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Ireland (Central Bank of Ireland - CBI), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), and Greece (Hellenic Capital Market Commission - HCMC), report the companies and websites offering investment, financial, banking and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Maria Fx Trade (www.mariafxtrade1.com);
- Globalfxmininghub (www.globalfxmininghub.com);
- Swiftecfx (www.swiftecfx.com);
- Universalcryptominers (www.universalcryptominers.net);
- Tetraglobal Group (www.tetrasglobal.com);
- Ultimate Earning Platform / Advanced-Fx (www.ultimateearningplatform.com);
- Cristobis (www.cristobis.com);
- Anubis Ltd (www.anubisglobal.net).
Reported by the Comisión Nacional del Mercado de Valores (CNMV) – Spain:
- Braga Capital Fx Llc (https://bragacapitalfx.com);
- Encounter Finance Ltd (https://www.enctops.com);
- Fcf Markets (https://fcfmarkets.org);
- Orionnxt Ltd (https://orionnxt.com);
- Ssjtcf (http://www.ssjtcf-group.com).
Reported by the Central Bank of Ireland (CBI) – Ireland:
- Axonic Icav, clone of a licensed company;
- Danske Bank, clone of a licensed company;
- Apel Financial Distribution, clone of a licensed company.
Reported by the Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg:
The Luxembourg supervisory authority Commission de Surveillance du Secteur Financier ("CSSF") has announced that the investment firm Fuchs & Associés Finance S.A. is no longer authorised to operate as such as it has been subject to judicial liquidation.
Updated information, also with regard to the compensation procedures available to the firm's clients, can be found at the following link: Failure of Fuchs & Associés Finance S.A. – Activation of the Luxembourg Investor Compensation Scheme (SIIL) – CSSF.
Report by the Hellenic Capital Market Commission (HCMC) – Greece:
The Hellenic Capital Market Commission has become aware of cases of online fraud carried out through trading platforms or websites where misleading information is provided (such as name, licence number, G.E.MI. number, registered office, etc.) that is identical or similar to information about the company, Vie Finance Aepey, which is supervised by the Hellenic Capital Market Commission (HCMC). In particular, the authorised company Vie Finance Aepey has stated that it has no connection with the following fraudulent websites that claim to be its brands: titancfd.com crypheine.com, crypfrex.com, crypgiran.com, axicapitals.com, bitheet.com, crypbarry.com, bitwayne.com, axicapitalcfd.com, bitbary.com, cryptobary.com, make-crypto.com, bitopeer.com, crypruna.com, coinrace.com, bitdexio.com, taumpun.com, crypatlant.com, bitbarry.com, bitatlant.com, bitofia.com, cryptohox.com, btcamix.com, make-crypto.com, cryphox.com, crypaden.com, btcanyx.com, exchange-pro.online.com, bitevaio.com, crypsnex.com, btcatix.com, bitparet.com, bitmirc.com bitwux.com, naerax.com, cryptoyos.com, tradeclay.com, mondialfx.com, up-bit.com, titan-cfd.com, cwchange.co, poechange.com, bitflame.org, excoin24.net, concoincenter.com, bbit.space exswibit.com, bitdelux.com, swap24.org crytobitfx.com, groxbitly.com, nexuschange.io, moblcoin.com, exchangesmart.org, bitlygax.com, nicetrade.org, bitexchange.space, bitglobaly.com, bitxzobe.com, swap-trade24.org, bit24hrr.com, upp-bit.com, payfullcoin.com, electsbit.com, votbit.com, excoinway.com, coinregens.com, coinrace.space.com, bit24hr.com, bitexchanege.com, bitlyciax.com, bitparento.com, coinhqx.com, cryptotourbit.com, exbit24.net, exchanege.com, xgold.org molliebit.com, payregcoin.com, towrbit.com, moonexbit.com, smartchange.in.net, bitraxup.com, bitradexc.com, cladexbit.com, coinbitxrade.com, cryptoexchangee.com, exchange.com, f-change.io, paycrypt.space, regenbit.com, coindot.us, jexibit.com vcrypta.com, deltaftx.com, dash.fortissio-invest.com.
- The document relating to the voluntary full takeover bids launched by Kme Group Spa, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998 on ordinary shares, savings shares and warrants issued by it (resolution no. 22779 of 19 July 2023) has been approved.
- The document relating to the mandatory full takeover bid launched by Sebino Holding Spa, pursuant to Article 106 of Legislative Decree no. 58 of 1998 and Article 9.1 of Sebino Spa's Articles of Association, on all the ordinary shares issued by Sebino Spa, traded on the Euronext Growth Milan market (resolution no. 22778 of 19 July 2023) has been approved.
- The subscription period for the voluntary full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Fine Mito Srl, on ordinary shares issued by Cover 50 Spa, was extended by five open trade days, and will therefore end on 28 July 2023 instead of 21 July 2023 (decision of 19 July 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:
- Caledonia Advisory via the https://eibank.io and https://kunderbank.io websites and related https://my.kunderbank.io and https://web.kunderbank.io pages (resolution No. 22783 of 19 July 2023);
- Trade4winner via the https://trade4winner.com website and its https://crm.sheersmarkets.com page (resolution no. 22784 of 19 July 2023);
- OnspotBNK via the www.onspotcap.com website and itshttps://clientzone.onspotcap.com and https://webtrader.onspotcap.com pages (resolution no. 22785 of 19 July 2023).
The Head of the Corporate Governance Division of Consob, on the basis of the provisions of Article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and Articles 144-ter and following of the Issuers' Regulation, has determined the minimum participation fee for the presentation of the slates of candidates for the election of the board of directors and internal control bodies of the companies with end of the financial year as at 30 June 2023: Danieli Spa – Officine Meccaniche Danieli & C., Juventus Football Club Spa and Società Sportiva Lazio Spa (threshold identified at 2.5%); Mediobanca Spa (threshold identified at 1%); Digital Bros Spa (threshold identified at 4.5%). The full text of management decision no. 83 of 20 July 2023 is available on the www.consob.it website, together with a table setting out the criteria used to determine the qualifying shareholding.