News of the week:
Fraudulent advertising campaigns: Consob warns investors
Watch for scams! Financial fraud: Consob blacks out 5 new unauthorised websites
Exchange tender offer of KME warrants: Consob approves the bid document
Interlocking prohibition: review of the criteria

Commission decisions taken during the week

- NEWS OF THE WEEK-

Also on the basis of the reports received from users, Consob is recording frequent scams to the detriment of investors on the Internet and/or by telephone that have over time been the subject of previous notices for investor protection and that mainly relate to the following types:

a) unauthorised financial operators who use the name and image of well-known figures, mostly from the world of entertainment and sports, improperly to induce investors, promising easy earnings, to sign up to alleged investment proposals or related to the alleged purchase of crypto-assets;

b) self-proclaimed debt collection companies that - sometimes also illegitimately using the name and logo of Consob or other Authorities - contact investors who are victims of unauthorised financial operators, and, at a fee, offer them the possibility of obtaining reimbursement of the sums already invested, and then take these additional sums from them without providing any service;

c) advertising campaigns carried out by unspecified subjects who unduly exploit the notoriety of leading companies (such as Amazon, Poste Italiane, Eni or Fininvest) to propose bogus investments in shares of the same companies.

Investors are warned about the risks inherent in such initiatives and it is recalled that Consob does not carry out any activity aimed at promoting investment opportunities or send notices to investors requesting the payment of sums of money or the sending of personal data for investment purposes

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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:

- Global Trade Group (website https://global-trade-group.com and its page https://cfd.global-trade-group.com);

- Tide Technologies Group (website https://tidetechnologiesgroup.world);

- Tretoro (website https://tretoro.co);

- FinaltoLtd Global Limited and FinaltoLtd Markets (Pty) Ltd (website and its pages and);

- Premium Capitals (website).

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 1024.

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.

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Consob has approved the bid document relating to the voluntary partial exchange tender offer (OPSC) launched by Kme Group Spa (KME) concerning "KME Group Spa 2021-2024 warrant", with consideration in ordinary shares of KME.

KME is a holding company focused on the industrial management of KME SE, a leading German company in the copper sector (rolled products and copper). It is controlled by Quattroduedue Spa, the only major shareholder with a percentage of 46.91% of the share capital, which expresses 63.86% of the total voting rights as a result of the increase in the same, and has a float, held by entities other than Quattroduedue and by the same issuer, of just over 10%.

The warrant OPSC follows an operation promoted by KME in June 2023 to delist its ordinary shares, KME savings shares and warrants on Euronext Milan ("delisting"). The transaction also involved the promotion by KME of the voluntary takeover bid for ordinary shares (the "takeover bid for ordinary shares"), the voluntary takeover bid for warrants (the "takeover bid for warrants") and the voluntary takeover bid for KME savings shares (the "takeover bid for savings shares"). These offers had been promoted on 12 June 2023, pursuant to Article 102 of the Consolidated Law on Finance and Article 37 of the Issuers' Regulation, and the bid document had been approved by resolution 22779 of 19 July 2023 (see "Consob Informa" no. 27/2023).

These bids consisted of the buyback of securities with cash consideration promoted by the same KME issuer.

The partial warrant OPSC in question concerns a maximum number of 78,635,148 warrants, corresponding to 94.31% of the warrants in circulation, and is addressed, without distinction, and on equal terms, to all warrant holders; its effectiveness is not subject to any conditions.

In light of the partial nature of the warrant OPSC, in the event of subscriptions for quantities greater than the maximum number of warrants subject to this bid, a method of allocation will be applied to the warrants subscribed by virtue of which the bidder will purchase all the warrants subscribed by the subscribers other than the controlling shareholder Quattroduedue Spa and, for the remainder, within the limits of the maximum total consideration, also the warrants subscribed by Quattroduedue.

As already indicated in the June 2023 bid document, the company, having not obtained the delisting as a result of the June 2023 bids, has undertaken the reverse merger process into the subsidiary KMH, following which the financial instruments of the company will no longer be listed, it being understood that the merger may not come into effect before June 28, 2024, the deadline for the exercise of the warrants.

On the basis of what was agreed with Borsa Italiana, the warrant OPSC begins on 19 February 2024 and ends on 8 March 2024 (included), unless otherwise extended.

The consideration is equal to 10 ordinary shares for every 23 warrants subscribed and, therefore, 1 ordinary share for every 2.3 warrants subscribed, for a maximum total number of 34,189,630 ordinary shares

The warrant OPSC consideration incorporates a premium of 2.7% with respect to the official warrant price recorded on 27 February 2023 (the last trading day prior to the date of the first announcement of the warrant OPSC), as well as a premium of 0.0%, 24.9%, 38.3% and 67.1% with respect to the weighted average of the official warrant prices in the periods of 1 month, 3 months, 6 months and 12 months prior to 27 February 2023, respectively.

With reference to the warrant OPSC consideration, consisting of ordinary shares offered in exchange to the holders of warrants subscribing to the offer, it should be noted that, by virtue of the provisions of Article 1(4)f) of Regulation (EU) 2017/1129, KME is exempt from the obligation to publish the prospectus for the offer of the ordinary shares referred to in Article 3 of the Prospectus Regulation, having drawn up and published the exemption document together with the bid document, pursuant to Articles 34-ter, paragraph 02, letter a) and 36, paragraph 3 of the Issuers' Regulation, in accordance with the Prospectus Regulation itself.

The exemption document contains information relating to: (i) KME, in its capacity as bidder and issuer; (ii) the warrant OPSC, with particular reference to the objectives of the offer and the warrant OPSC consideration; (iii) the equity securities offered to the public; (iv) the risk factors connected to the ordinary shares offered in exchange to the warrant holders, as well as the main risk factors connected to the warrant OPSC; (v) the impact of the warrant OPSC on KME.

The exemption document does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been subject to control and approval by Consob pursuant to Article 1, paragraph 6-bis, letter a), of the Prospectus Regulation.

KME was able to benefit from the exemption provided for by the aforementioned provision since (i) the ordinary shares offered in exchange are fungible with the ordinary shares already admitted to trading on Euronext Milan before the warrant OPSC and (ii) the warrant OPSC does not constitute a reverse acquisition pursuant to paragraph b19 of the International Financial Reporting Standard (IFRS).

The bid document must be read together with the exemption document and is published together with the bid document, before the bid is launched and made available to the public on the bidder's website.

Neither the exemption document nor the bid document constitute or shall be interpreted as an offer of financial instruments addressed to persons resident in other countries.

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Consob, Bank of Italy and Ivass, in agreement with the AGCM, have published a Document on their respective websites updating the criteria, issued in 2012 and updated in 2018, for the application of the prohibition on taking office in intermediaries competing with each other in the financial sector (so-called "interlocking" prohibition; art. 36, Legislative Decree no. 201/2011).

The update concerns the method of calculating the turnover relevant for the purposes of applying the significant reporting threshold of the intermediaries involved and takes into account the changes made to the competition law.

The document relating to the voluntary partial exchange takeover bid launched by Kme Group Spa (KME), pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, concerning warrants issued by KME itself has been approved (resolution no. 23002 of 14 February 2024).

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The information note relating to the scheme for the offer to the public of certificates issued by Mediobanca - Banca di Credito Finanziario Spa has been approved (decision of 14 February 2024).

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Equity & Crowdfunding Srl, based in Naples, has been authorised pursuant to article 4-sexies.1 of Legislative Decree no. 58 of 24 February 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. 23003 of 14 February 2024).

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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:

- Global Trade Group via the website https://global-trade-group.com and its page https://cfd.global-trade-group.com (resolution no. 23005 of 14 February);

- Tide Technologies Group via the website https://tidetechnologiesgroup.world (resolution no. 23007 of 14 February);

- Tretoro via the website https://tretoro.co (resolution no. 23006 of 14 February);

- FinaltoLtd Global Limited and FinaltoLtd Markets (Pty) Ltd via the website and its related pages and (resolution no. 23004 of 14 February);

- Premium Capitals via the website

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