News of the week:
Watch for scams! Financial fraud: Consob blacks out 6 more abusive websites
Consob adopts Regulations for finance on DLT platforms. Definition of criteria for record-keeping. Adoption of the set of new rules after the FinTech Decree-Law
Sandbox for FinTech projects, second phase closed
Borsa Italiana, Consob approves the changes to the market Regulation
Sustainable finance, a multilingual interactive faq from ESMA, EBA and EIOPA
IOSCO Report Highlights Greenwashing Risks
IOSCO: observations on the consultation launched by the IAASB regarding the international standard for sustainability assurance
Takeover bid on Servizi Italia Spa shares: Consob approves the bid document
Review of Consob's General Regulation on administrative proceedings
Assignment to the Heads of Divisions and of Uncoordinated Offices of Consob decisions on investigations involving exclusively technical judgments
Save The Date: 14-15 December 2023 - National Cryptography Conference

Commission decisions taken during the week

- NEWS OF THE WEEK-

Consob has ordered the black-out of 6 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:

• Bit-matic (website: https://bit-matic.com);
• C B Financial Services Limited (website: www.onefinancialmarket.com and its https://account.onefinancialmarket.com page);
• Interactive (website: https://inter-active.io and its https://inter-active.solutions page);
• Forexelite Limited and Elite Trading Academy (website: https://forexelite.co and its https://clientzone.forexelite.co and https://wt.forexelite.co pages);
• Degirocfd Group (website: https://degirocfd.com and its https://client.degirocfd.com page);
• Billionaire Trade Limited (website: https://billionaire-trade.co and its https://panel.billionaire-trade.co and https://trading.billionaire-trade.co 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 989.

The measures adopted by Consob can be consulted on its website at 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, there is a section on the homepage of the www.consob.it website, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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Consob, after a public consultation with the market, has adopted the Regulations on the issuance and circulation of financial instruments on Distributed Ledger Technologies (DLT) envisaged by the FinTech Decree.

The Regulations (issued pursuant to Article No 28, Paragraph 1 of Decree Law No. 25 of 17 March 2023), defines the principles and criteria relating to the formation and maintenance of the list of registry managers for the digital circulation of financial instruments and the related forms of publicity; regulates the manner of submission of the application for registration of registry managers and the procedure for inclusion on the list, identifying possible causes for suspension and requiring an illustrative technical report that includes a risk analysis; and regulates the activity of the manager by establishing the minimum content of information on the operating methods of the registry.

For the issuance of financial instruments in digital form that are not traded on a trading venue and, therefore, not included in the scope of the "Pilot Regime Regulation" (EU Regulation 858/2022), which established a pilot regime for DLT market infrastructures, the national legislation has provided for the need to make use of registers for digital circulation maintained by registry managers registered in a special register kept by Consob.

The FinTech Decree regulates, among other things, the conditions for the authorization and operation of the new figure of the registry manager and the related liability regime.

The Regulations confirm the framework outlined to the market in the public consultation, albeit with amendments and additions with particular regard to the procedure for inclusion on the list, the content of the list maintained by Consob and the documentation to be prepared when applying for inclusion on the list.

The Regulations, the explanatory report on the results of the consultation and the contributions received are published at the link: https://www.consob.it/web/area-pubblica/consultazioni?viewId=consultazioni_concluse.

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The second time window for the presentation of projects relating to the possibility of experimenting, in a protected space, with technological innovation projects in the banking, financial and insurance sectors, closed on 5 December 2023.

Informal discussions with the operators interested in requesting support and discussion on sectoral legislation, on specific aspects of the project or even to participate in future testing opportunities, continue through the dedicated communication channel on Consob's institutional website.

For more information on the possibility of activating an informal dialogue, please consult the dedicated section called CONSOB-TECH (Consob-Tech) on Consob' website.

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The Commission has approved the amendments to the Rules for the markets organised and managed by Borsa Italiana, approved by the company's board of directors on 9 November 2023, and has given the green light to the relative amendments to the Instructions in the Regulation.

The amendments (adopted with resolution 22920 of 6 December 2023, currently being published in the Official Gazette) are related to the so-called Phase 3 of the migration to the Optiq platform adopted by the Euronext markets and concern

(i) migration to the Optiq trading platform for instruments traded in the derivatives market (Idem market),

(ii) the procedures for ascertaining violations,

(iii) the recording of conversations and

(iv) pro-forma financial information and the auditor's certification.

The Commission had already approved the amendments relating to trading methods in the cash markets in the so-called Phase 1 of the migration to the Optiq platform in December 2022 (see "Consob Informa" no. 41/2022); to market makers and liquidity providers for cash markets; to the participation of intermediaries in the markets; to information to issuers - Broker Market Share; to information to operators (market data).

Last March, on the other hand, the amendments linked to Phase 2 (relating to fixed income markets) were approved: functional amendments to migration in the MOT market; Best of Book and Internal Matching System services in the Euronext Milan, Euronext MIV Milan, ETFplus and MOT markets; revision of ESG requirements; novation of guaranteed contracts (see "Consob Informa " no. 23/2023).

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The three ESAs, the European Supervisory Authorities, for the Financial Markets (ESMA), Banks (EBA) and Insurance (EIOPA) have published an interactive factsheet to answer the most frequently asked questions by retail investors on sustainable finance. The factsheet is aimed at consumers who want to buy sustainable financial products: loans, investments, insurance and pensions. It also provides answers to the frequently asked questions by consumers and the path forward to understand how financial choices can contribute to a more sustainable future.

Among the most important elements of the factsheet are four recommendations to retail investors:

• decide how much sustainability matters to them and what financial objectives they want to pursue when choosing a product;
• pay attention to the conditions and characteristics of sustainability, to avoid being misled by "greenwashing";
• always consider that "sustainable" financial products are not risk-free;
• in case of investments and life insurance policies, decide with the necessary caution and, if necessary, ask the issuer or the intermediary responsible for selling the products, for clarifications.

To facilitate maximum understanding and dissemination, the factsheets are designed with pop-up boxes that explain specific financial jargon terms in an informative way to help consumers understand basic financial concepts such as "ESG" or "EU taxonomy". For this purpose, the factsheet has been translated into all the languages of the European Union and awareness of it will be promoted throughout the Union.

The initiative responds to the mandate given to the three authorities by their respective founding Regulations, which provide that the Authorities "take a leading role in promoting transparency, simplicity and fairness in the financial products or services market for consumers throughout the domestic market, including by examining and coordinating the literacy and financial education initiatives of the competent authorities".

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On 4 December, the Board of IOSCO, the International Organization of Securities Commissions, published its final report on supervisory practices related to greenwashing, i.e. the practice of declaiming a level of sustainability of financial products that is not real in order to attract investors, which shows that, despite the interventions of the authorities, there are still risks with respect to the protection of investors and the integrity of the market.

The report underlines that oversight mechanisms in relation to greenwashing have already been implemented in most jurisdictions. In addition, in several jurisdictions, educational and skills development activities have been promoted as proactive tools to prevent greenwashing practices. The report also outlines some enforcement measures taken in relation to cases of greenwashing and notes that although the market for ESG data and ratings remains largely unregulated, there are some jurisdictions engaged in the development of specific regulations in this area. Finally, the Report highlights the cross-border nature of sustainability-related investments and the consequent need for adequate cooperation between authorities in different countries, including the sharing of experience and knowledge as well as the exchange of relevant information and data to ensure market integrity and investor protection.

The report provides an overview of the various initiatives undertaken on the subject in the IOSCO members' jurisdictions, recalling the two recommendations published in November 2021 [https://www.iosco.org/library/pubdocs/pdf/IOSCOPD688.pdf and https://www.iosco.org/library/pubdocs/pdf/IOSCOPD690.pdf]  and the subsequent call for action in November 2022. The report analyses the main obstacles to the implementation of these recommendations, such as: the existence of gaps in the data and in the transparency, quality and reliability of ESG ratings, the lack of consistency in the labelling and classification of products related to sustainability, the rapidly changing reference legislation and the need to develop and strengthen capabilities and skills in this area.

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IOSCO, the international organization of financial market supervisory authorities, expressed its appreciation of the public consultation launched by the International Auditing and Assurance Standards Board (IAASB) on the draft International Standard on Sustainability Assurance (ISSA) 5000, relating to the General Requirements for Sustainability Assurance Engagements.

In general, IOSCO welcomed the draft standard and confirmed its support for the initiative, believing that the final version of the standard can form the basis for carrying out high-quality assurance engagements and can contribute to strengthening the comparability, consistency and reliability of published sustainability information. 

In its analysis of the proposed standards, IOSCO also delved into the feedback from stakeholders from various countries and expressed its comments and suggestions in the accompanying document, from a capital markets perspective, on some priority issues and aspects.

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Voluntary full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Cometa Srl, on shares issued by Servizi Italia Spa (resolution no. 22914 of 6 December 2023). The "completion" bid is aimed at purchasing all the shares involved in the bid and achieving the delisting of the issuer.

The bidder is a company that was specifically established for the purpose of launching the bid. The bidder's share capital is wholly owned by Aurum Spa ("reference shareholder"), in turn controlled by Coopservice, a joint-stock cooperative company. Aurum is a joint-stock holding company of the Coopservice group, established on 10 August 1998, which holds a shareholding representing 56.409% of the issuer's share capital.

The issuer, Servizi Italia is classified as an "SME" pursuant to Article 1, paragraph 1, letter w-quater. 1) of the Consolidated Law on Finance and Article 2-ter, paragraph 1 of the Issuers' Regulation. The issuer's shares have been traded on Euronext Milan, Euronext STAR Milan Segment since 2007.

The bid involves a maximum number of shares of the issuer, equal to approximately 35.707% of the issuer's share capital, which correspond to the totality of the outstanding shares less the majority stake indicated above and the treasury shares, held in the portfolio by the issuer, representative of approximately 7.884% of the share capital.

The bidder will pay each participant in the bid a cash consideration equal to EUR 1.65 (cum dividend), for each share tendered in acceptance of the bid.  In the event of total acceptance of the bid, the maximum total disbursement will be EUR 18,741,109.20.

The bid will start on 18 December 2023 and end on 12 January 2024, inclusive (unless extended). The date of payment of the consideration is 19 January 2024 (unless the subscription period is extended).

The validity of the bid is subject to the occurrence of a series of conditions:

• a threshold of subscribers is reached that enables the bidder to obtain a total shareholding of more than 90% of the issuer's share capital, including the shares already held by the bidder's group and the treasury shares, in addition to the subscriptions (Threshold Condition);
• the absence of extraordinary events or unknown events with significantly detrimental effects on the bid and/or on the statement of assets and liabilities, financial, economic or income statement of the issuer with respect to the figures from the issuer's half-yearly financial report as at 30 June 2023, as better described in the bid document ("Mac Condition");
• the non-adoption/publication by institutions, bodies or competent authorities of legislative, administrative or judicial acts or measures that preclude or limit the possibility for the bidder to purchase the shares involved in the bid or hinder the bid ("Obstructive Event Condition").

The offer is aimed at delisting the issuer, therefore in the event that, as a result of the bid, the bidder and the persons acting in concert come to hold a total shareholding:

• above the threshold of 90% of the share capital, the bidder will not restore a sufficient float to ensure normal trading of the issuer's shares with the consequent obligation to purchase the remaining shares from the issuer's shareholders who so request, pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance and delisting of the issuer;
• greater than or equal to the threshold of 95% of the share capital of the issuer, the bidder will make use of the right to purchase the remaining shares in circulation, pursuant to and for the purposes of Article 111 of the Consolidated Law on Finance (while fulfilling the obligation to purchase pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance), leading not only to delisting but also to squeeze-out.

The issuer's press release, which the issuer's Board of Directors is required to disseminate pursuant to the combined provisions of Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, containing all useful data for assessing the bid and its own evaluation of the bid, is attached to the bid document, accompanied by the opinion of the independent directors as well as the fairness opinion issued by the independent expert.

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The Commission has approved the amendments to the General Regulation on administrative proceedings, pursuant to Article 24 of Law no. 262 of 28 December 2005 and Article 2, paragraph 5, of Law No. 241 of 7 August 1990, and the table showing the individual administrative proceedings within Consob's remit (resolution no. 22922 of 6 December 2023, currently being published in the Official Gazette).

In fact, pursuant to Article 24, paragraphs 1 and 3, of Law no. 262 of 28 December 2005 (Law on investor protection), Consob is required to regulate the principles on the identification and functions of the person responsible for the proceedings, on participation in proceedings and on access to administrative acts, laid down by Law no. 241 of 7 August 1990, with its own regulations, for the administrative proceedings within its own remit. In addition, Law no. 241/90 envisages the obligation for the Supervisory Authorities to establish, in accordance with their own legal systems, the deadlines within which proceedings within their remit must be concluded, except as provided for by specific regulatory provisions.

In implementation of the above, Consob has adopted its own Regulation with resolution no. 18388 of 28 November 2012. Specifically, this Regulation lays down general rules on duration, participation rights and responsibility for administrative action, in line with the principles enshrined in Law 241/90, applicable to the proceedings within its remit.

In this area, the main changes to the general provisions on administrative proceedings, made with resolution of 6 December last, concern:

a) the provision of a reference to specific tables, published on the Consob website, regarding the identification of the specific terms of duration, competent unit and regulatory references of the individual procedures recorded therein;

b) the designation of the Director General as the person responsible for exercising substitutive powers;

c) the content of the notice of the beginning of the administrative proceedings that is indicated directly in the regulation;

d) the suspensive effects of the communication of the reasons preventing acceptance of the application.

The proceedings indicated in the aforementioned tables have been updated to the new reference regulatory framework.

The text of the resolution amending the Regulation and the new tables, divided into areas of activity, of the proceedings within the remit of Consob are published at this link.

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The Commission has assigned, as of 1 December 2023, to the Heads of some Divisions and of some uncoordinated Offices, the power to order interventions of a technical nature, which do not imply discretionary assessments, until now ordered by the Commission (resolution no. 22888 of 15 November 2023).

The powers indicated in resolution 22888 are in addition to those already approved in 2018 (resolution no. 20448), in 2020 (resolution no. 21277) and in 2021 (resolutions no. 21714 and no. 22115). The powers regarding the change of name of operators of equity crowdfunding portals, and those regarding the approval of requests for exemption from the legislation on short selling, replace those on the list attached to resolution no. 20448/2018.

The list of acts assigned to the Heads of the organisational units, which establishes the criteria and rules for carrying out the activities, is attached to the aforementioned resolution 22888.

The Heads of Division and of Uncoordinated Offices shall periodically report, through the Director General, to the Chairman on the activities assigned, for the purpose of informing the Commission

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On 14 December, from 10.00 a.m. to 7.00 p.m., and on 15 December, from 9.00 a.m. to 6.30 p.m., the National Cryptography Conference, organised by the "De Componendis Cifris" Association (De Cifris) and Consob, will be held at the Consob Auditorium in Rome in Via Claudio Monteverdi 35.

The Conference is divided into four sessions (one half-day each) with the aim of presenting the latest cryptography discoveries and applications, including financial cryptography and its applications in the financial and markets sector.

1^st Session. 14 December, 10.00 a.m. - 1.00 p.m.

After the opening address by Consob Chairman, Paolo Savona, and De Cifris Chairman, Massimiliano Sala, some institutional representatives (including the Ministry of Defence, the Guardia di Finanza and the Postal Police) will take part in a round table where they will discuss the impacts related to the growing use of cryptography. In the second part, Massimo Giulietti's keynote speech will give an overview of the state of the art in Italian cryptography.

2^nd Session. 14 December, 2.30 p.m. - 7.00 p.m.

The first part of the Scientific Session of the Conference will be opened by Goedel Prize winner Antoine Joux and will be followed by numerous research speeches by international academic experts, selected by the De Cifris Scientific Committee.

3^rd Session. 15 December, 9.00 a.m. - 1.30 p.m.

Multiple workshops will take place in parallel in this session. In the Auditorium in particular two consecutive workshops will be held in the Auditorium, the first organised by Consob on "Synthetic data and cybersecurity" with the intervention of the Supervisory Authorities and internationally renowned academics and the second organised by De Cifris on "CBDCs, Digital Currencies and Asset Tokenization".

4^th Session. 15 December, 2.30 p.m. - 6.30 p.m.

The last scientific session of the Conference will be opened by Svetla Petkova (Research Manager) and will be followed by several research speeches by academic experts.

The detailed programme of the Congress and how to participate are published at the following link: https://www.consob.it/web/area-pubblica/seminari-e-convegni#convegno20231214.

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• The General Regulation on administrative proceedings has been amended, pursuant to Article 24 of Law no. 262 of 28 December 2005 and Article 2, paragraph 5, of Law no. 241 of 7 August 1990, and the table containing the indication of the individual administrative proceedings falling within the remit of the Commission (resolution no. 22922 of 6 December 2023);
• The Regulation on the issuance and circulation in digital form of financial instruments provided for in Article 28, paragraphs 1 and 2, of Decree-Law No. 25 of 17 March 2023, converted, with amendments, by Law No. 52 of 10 May 2023 has been adopted (resolution No. 22923 of 6 December 2023);
• The list of activities attributed to the Heads of Divisions and of Uncoordinated Offices has been updated, pursuant to Article 20 of the Organisation and Operation Regulations (resolution no. 22888 of 15 November 2023).

• Voluntary full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Cometa Srl, on shares issued by Servizi Italia Spa (resolution no. 22914 of 6 December 2023).

• The registration document of Cassa di Risparmio di Asti Spa relating to an offer of non-equity securities to retail investors has been approved (decision of 6 December 2023).

• Approval of amendments to the Regulation of the markets organised and managed by Borsa Italiana Spa approved by the company's Board of Directors on 9 November 2023 and approval issued for the related amendments to the Regulation Instructions (resolution no. 22920 of 6 December).
• Issued, pursuant to Article 70, paragraph 2, of Legislative Decree no. 58/1998, the authorisation for the extension of the operations in the United States of America of the Idem regulated market managed by Borsa Italiana Spa, (decision of 6 December 2023).

• Trusters Srl, based in Milan, is authorised pursuant to Article 4-sexies.1 of Legislative Decree no. 58/1998 and Article 12 of Regulation (EU) 2020/1503, as a crowdfunding service provider to provide the crowdfunding service referred to in Article 2, paragraph 1, letter a, sub i), of Regulation (EU) 2020/1503 consisting in intermediation in the granting of loans (resolution no. 22918 of 6 December 2023).
• Leone Investment Srl, based in Rome, is authorised pursuant to Article 4-sexies.1 of Legislative Decree no. 58/1998 and Article 12 of Regulation (EU) 2020/1503, as a crowdfunding service provider to provide the crowdfunding service referred to in Article 2, paragraph 1, letter a, sub i), of Regulation (EU) 2020/1503 consisting in intermediation in the granting of loans (resolution no. 22919 of 6 December 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:
  • Bit-matic via the https://bit-matic.com website (resolution no. 22927 of 6 December 2023);
  • C B Financial Services Limited via the www.onefinancialmarket.com website and its https://account.onefinancialmarket.com page (resolution no. 22926 of 6 December 2023);
  • Interactive via the https://inter-active.io website and its https://inter-active.solutions page (resolution no. 22925 of 6 December 2023);
  • Forexelite Limited and Elite Trading Academy via the https://forexelite.co website and its https://clientzone.forexelite.co and https://wt.forexelite.co pages (resolution no. 22929 of 6 December 2023);
  • Degirocfd Group via the https://degirocfd.com website and its https://client.degirocfd.com page (resolution no. 22928 of 6 December 2023);
  • Billionaire Trade Limited via the https://billionaire-trade.co website and its https://panel.billionaire-trade.co and https://trading.billionaire-trade.co pages (resolution no. 22924 of 6 December 2023).

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