Pubblicazioni

Newsletter


Weekly newsletter - year XXIX - No. 2 - 22 January 2024

News of the week:
- > Watch for scams! Financial fraud: Consob blacks out 4 more unauthorised websites
- > Consob's Legal Research Paper on senior non-preferred bonds
- > Pierrel, mandatory residual takeover bid at 1.75 euro
- > Cyber risk, new proposals from EU supervisory authorities within the scope of the DORA Regulation
 

Commission decisions taken during the week

N.B. measures adopted by Consob are published in the electronic Bulletin and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.

- 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 authorisation.

Below are the sites Consob has ordered to be blacked out:

- Blackridge Capital Management Ltd (website https://blackridgecm.com and its page https://secure.blackridgecm.c com);

- Alphascrypto (websites www.alphascrypto.co.uk and www.alphascrypto.website);

- Fast-Mng (website www.fast-mng.eu);

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 1004.

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, 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.

***

Consob has also prohibited, pursuant to Article 99, paragraph 1, letter c), of the Consolidated Law on Finance, the offer to the public that is resident in Italy concerning "investment plans" via the website www.velohld.com (resolution no. 22967 of 17 January 2024). The offer had already been suspended as a precautionary measure, for a period of 90 days, with resolution no. 22867 of 25 October 2023.

back to index

Senior non-preferred bonds, Tier 3 capital instruments introduced in Italy in 2017 to provide for the inclusion, in the hierarchy of bank capital instruments, of a "buffer" of liabilities with a high capacity for absorbing losses in the event of a crisis, are at the centre of a new Consob Legal Research Paper.

The text dedicated to these debt instruments, ranked between subordinated liabilities and ordinary unsecured liabilities, is written by Francesco Savasta (Consob) and Francesco Ciraolo (University of Messina), and offers an assessment of the current regulatory environment with respect to the twofold purpose pursued with the introduction of senior non-preferred bonds, which is to offer an effective and orderly conduct of resolution procedures on the one hand, and to protect investors on the other.

Tier 3 capital instruments are relevant in relation to multiple areas, particularly the problems inherent in the management of bank insolvencies (in this case, from the point of view of the MREL requirements and, more generally, of resolution), and those relating to the marketing of financial instruments subject to bail-in, with subsequent repercussions in terms of investor protection.

The Legal Research Paper highlights the gaps in the provisions adopted in the Italian legal system and offers the legislator some hypotheses for modifying the framework regarding senior non-preferred bonds, which could offer these instruments the necessary degree of clarity and straightforwardness and ensure investors and the market the most effective forms of protection.

back to index

Consob determined the consideration for the mandatory takeover bid on the Pierrel Spa shares of the residual capital that had not been subscribed to at 1.75 euro per remaining share, the same value indicated in the takeover bid launched by Prl Spa on Pierrel Spa.

The decision, taken with resolution no. 22970 of 17 January 2024, is adopted pursuant to Article 108, paragraph 1, and Article 111, paragraph 1, of the Consolidated Law on Finance after Consob, last November, had approved the document of the voluntary takeover bid launched byPrl Spa, a corporate vehicle held byFin Posillipo Spa, on Pierrel (see "Consob Informa" no. 40/2023).

On 20 December 2023, the bidder announced that 3,145,097 shares had been subscribed to under the offer, representing approximately 5.73% of the issuer's share capital and approximately 57% of the shares covered by the offer, and that no purchases of Pierrel shares had been made outside the offer.

The bidder, together with the persons acting in concert, therefore came to hold 52,557,628 Pierrel shares, equal to approximately 95.68% of the share capital of the issuer. This triggered the commitment to buy (Article 108, paragraph 1, of the Consolidated Law on Finance) and the right to buy (Article 111, paragraph 1, of the Consolidated Law on Finance) in relation to the remaining 2,373,878 shares still in circulation, equal to 4.32% of the issuer's share capital.

back to index

On 17 January, ESMA and the other two European Supervisory Authorities (EBA and EIOPA) published a series of proposals for technical standards to improve the digital operational resilience of the financial sector within the scope of the Digital Operational Resilience Act ("DORA"), that is, the European Union Regulation that defines the framework for cyber risk management within the sector.

The proposals include new regulatory technical standards (RTS) of the ICT risk management framework and classification of incidents related to information and communication technology (ICT); new RTS standards for particularly relevant functions provided by third-party providers (TPP) of ICT services; and lastly, new implementing technical standards (ITS) necessary to establish the templates for the register of information.

In the public consultation on the draft technical standards, held from 19 June to 11 September 2023, the three Authorities received more than 420 responses from market participants, including a joint response from their stakeholders. This has already resulted in some specific changes to technical standards, including simplification and streamlining of requirements, increased proportionality, and resolution of industry-specific issues.

The final draft of the technical standards has been submitted to the European Commission, which in the coming months - once its review is complete - will begin to adopt these standards.

back to index

Takeover bids and exchange tender offers

 back to index

Takeover bids and exchange tender offers
  • The consideration for the fulfilment of the commitment to buy and for the simultaneous exercise of the right to buy relating to the shares issued by Pierrel Spa has been established equal to 1.75 euro for each remaining share (resolution no. 22970 of 17 January 2024).
Registers and lists
  • Autorizzata ClubDeal Spa, based in Milan, has been 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 ii), of Regulation (EU) 2020/1503 consisting in the placement without an irrevocable commitment and the receipt and transmission of client orders relating to securities and instruments admitted for crowdfunding purposes issued by project owners or special purpose vehicles (resolution no. 22966 of 17 January 2024).
  • Autorizzata UpsideTown Srl, based in Milan, has been 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 ii), of Regulation (EU) 2020/1503 consisting in the placement without an irrevocable commitment and the receipt and transmission of client orders relating to securities and instruments admitted for crowdfunding purposes issued by project owners or special purpose vehicles (resolution no. 22965 of 17 January 2024).
Combating market abuse (art. 7-octies of the Consolidated Law on Finance)

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:

CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Laura Ferri, Chiara Tomaiuoli, Alfredo Gloria - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.