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Newsletter


News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more abusive websites
Save The Date: 12 April 2024 - Italian Dbt Capital Market – Initiatives to improve competitiveness and market access
Save The Date: 18 April 2024 - Alternative Financial Dispute Resolution Scheme report on the activity in 2023
Save The Date: 9 May 2024 - The tokenisation of financial instruments - Outlook for the Italian market
Regulation on the authorisation and supervision of entities entitled to bid on the auction market for emissions allowances: Consultation Paper
Voluntary takeover bid on Tod's Spa: Consob approves the bid document
Consob approves the amendments to the rules of the Markets
The web page dedicated to the prospectuses referred to in Regulation (EU) 2017/1129 is available on the Consob website

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 5 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:

  • Imperialcap24 Limited and Top Markets Ltd (website https://imperialcap24.com and its page https://wt.imperialcap24.com);
  • AfexEU (website www.afexeultd.com and its pages https://client.afexeultd.com and https://trade.afexeultd.com);
  • Bitblanco (website www.bitblanco.io);
  • Investrium (website https://investriumltd.com and pages https://accountusers.dashboard.clientzonearea.webtradersclientzone.com and https://clientzone.account.deposit.payment.webtraderdashboard.com);
  • FameFX24 (website https://famefx24.com and its pages https://crm.investmentcfd.com and https://trading.wrt33.com).

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 1047.

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 website www.consob.it, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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On 12 April 2024, at 10:30 am, at the Consob Auditorium (Via Claudio Monteverdi 35, Rome), the conference organised by Consob in cooperation with Borsa Italiana will take place, dedicated to the presentation of initiatives aimed at increasing the efficiency and competitiveness of the Italian debt primary market.

During the conference, the various innovative solutions to encourage the development of the debt capital market will be explored as a strategic lever to support public finance, facilitating the flow of private resources and supporting the realisation of private sector investments.

Federico Cornelli (Consob Commissioner) will open the conference, followed by the speech by Fabrizio Testa (Chief Executive Officer of the Italian Stock Exchange, Borsa Italiana) and a round table with the participation of: Maurizio Pastore/Anna Marucci (Euronext), Michele Siri (Committee of Market Operators and Investors - COMI), Guglielmina Onofri (Consob), Manuela Carra (CDP), Stefano Vincenzi (Mediobanca).

The event will be moderated by Luca Iezzi (Head of the economic-financial editorial staff of La Repubblica).

To participate in the event, aimed mainly at operators in the sector and companies that intend to turn to the capital market, it will be necessary to send a request with your details to the following email address: segr.DIE@consob.it.

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On 18 April 2024 at 11:00 at the Consob Auditorium in Rome, entrance on Via Claudio Monteverdi, 35, the President of the Alternative Financial Dispute Resolution Scheme, Gianpaolo Eduardo Barbuzzi, will present the 2023 Annual Report.

Registration of participants will take place from 10:00 am onwards. Attendance is free of charge, though attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari.

For more information you can contact the following number: +39 06 8477718.

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On Thursday 9 May 2024, from 2:15 pm to 5:30 pm, at the Auditorium in Rome (Via C. Monteverdi 35), Consob will hold a seminar entitled “The tokenisation of financial instruments – Outlook for the Italian market”.

The event will be opened by Piero Cipollone, member of the Executive Committee of the European Central Bank, and closed by Paolo Savona, Chair of Consob.

Attendance is free of charge, though attendees are asked to register online: http://www.consob.it/web/area-pubblica/iscrizione-seminari. The complete programme of the event will be available shortly.

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Consob initiated a consultation with the market on the proposal for a Regulation on the authorisation and supervision of entities entitled to bid on the auction market for emissions allowances pursuant to Article 20-ter, para. 1 of Italian Legislative Decree no. 58/1998, Consolidated Law on Finance (TUF).

The growing European commitment to a green transition - sealed, among others, by the so-called “Fit For 55” package of actions presented by the European Commission on 14 July 2021 - has led to the intense and rapid evolution of the regulatory framework.

The actions on the regulations concerning the system for trading emissions allowances also fall within the framework of the reform process undertaken at European level for the purpose of achieving the objectives of climate neutrality.

With the promulgation of the Delegated Regulation of 17 October 2023, which repealed the previous Regulation (EU) no. 1031/2010, the rules underlying the auctioning of emissions allowances were also updated in accordance with the changes of the ETS system, allowing Consob to have a more stable and organic framework for modulating its regulatory intervention.

In this context, Consob therefore considers it appropriate to exercise the powers currently provided for in the Consolidated Law on Finance (TUF) in order to outline a national regulatory framework of which interested operators can take advantage to better guide their business choices.

Due to the distinctive characteristics of the phenomenon subject to regulation, Consob proposes to adopt an autonomous Regulation in order to define in greater detail both the procedure underlying the issuance of the authorisation to submit bids on the auction market for emissions allowances and the rules governing this activity, in accordance with the requirements established by European legislation directly applicable in national law.

The regulatory framework to be issued is limited to subjects, established in Italy, who benefit from the exemption from the application of the MiFid regime referred to in Article 4-terdecies, paragraph 1, letter l), of the Consolidated Law on Finance who, pursuant to Article 20-ter, paragraph 1, of the Consolidated Law on Finance, may be authorised to access the auction market for emissions allowances on their own account or on behalf of the customers of their main business. On the other hand, it is not necessary to lay down ad hoc regulations for banks and Italian investment firms.

In addition to benefiting from the authorisation by legal right, the aforementioned intermediaries, following the qualification of the emissions allowances as financial instruments, are required to comply, also for the purposes of participating in the auctions, with the MiFid obligations of conduct that govern the provision of investment services, as provided for in the Consolidated Law on Finance and as described in further detail in Consob’s Intermediaries’ Regulation.

The Regulation submitted for consultation is divided into two parts: the first contains general provisions and the second is dedicated to the regulation of the activity of participating in the auctions of emission quotas.

The regulatory sources and definitions are set out in Part I of the Regulations.

Part II is divided into three Titles:

  • Title I contains the provisions concerning the formation of the register where the authorised subjects pursuant to Article 20-ter, paragraph 1, of the Consolidated Law on Finance are registered and the relevant forms of advertising;
  • Title II contains the provisions on the authorisation and cancellation procedure. In particular, specific instructions are provided for the purpose of submitting the application for authorisation.
  • Title III concerns the rules of conduct.

In particular, the obligation is established for parties authorised, pursuant to Article 20-ter, paragraph 1, of the Consolidated Law on Finance, to entrust a person registered in the Register of Statutory Auditors with the role of verifying, every six months, the reconciliation between the cash and cash equivalents received from customers and the sums deposited in the accounts opened with the authorised depositories. In order to limit the burdens borne by the recipients of the regulation, it is envisaged that the audit activity of the reconciliation in question can be carried out by the statutory auditor or by the statutory audit firm of which the MiFid exempt subjects may already avail themselves for the performance of their main business.

Comments on the consultation paper must be received by 22 May 2024 at the following address:

Consob - Regulatory Strategies Division - Via G. B. Martini, no. 3 -00198 ROME or online through SIPE - Integrated System for External User.

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Consob approved the document relating to the total voluntary takeover bid launched, in accordance with Articles 102 et seq. of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance - TUF), by Crown Bidco Srl for a maximum of 9,255,498 ordinary shares issued by Tod’s Spa, aimed at delisting the issuer (resolution no. 23042 of 21 March 2024).

Tod’s is the parent company of the group of the same name that operates in the luxury sector through the Tod’s, Roger Vivier, Hogan and Fay brands. The Tod’s group is active in the creation, production and distribution of footwear, leather goods and accessories and clothing. The share capital of Tod’s, fully subscribed and paid up, amounting to EUR 66,187,078.00, is divided into 33,093,539 ordinary shares, without the indication of the face value, listed on the Euronext Milan market of Borsa Italiana since 6 November 2000, through an IPO at the price of EUR 40 per share.

Tod’s current shareholders are: Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. Srl (“DIVI”) and Diego Della Valle & C. Srl (“DDV” and, together with DIVI, Diego Della Valle and Andrea Della Valle, jointly, the “majority shareholders”) and Delphine Sas, a company headed by Bernard Arnault (the “minority shareholder”).

The offer is launched by Crown Bidco, a company wholly owned by L Catterton, a private equity fund controlled in turn by LC10 Caledonia AIV GP LLP, which operates as General Partner, and is operated by Catterton Management Company LLC (“Catterton Management”). L Catterton was founded in 2016 by the integration of Catterton, one of the leading US private equity companies, L Capital, a financial company of the French group LVMH and Groupe Arnault.

The offer covers a maximum of 9,255,498 shares of Tod’s, representing 27.968% of the share capital of Tod’s, corresponding to all of the issuer’s ordinary shares minus the total of 21,180,411 shares, representing 64% of the issuer’s share capital and 73.36% of the voting rights, constituting DDV’s aggregate shareholding and minority shareholder (as defined in the bid document), subject to non-subscription commitments to the bid.

The bidder will pay each participant a consideration equal to 43 euro cum dividend for each share tendered in acceptance of the bid.

The subscription period of the bid begins on 25 March 2024 and ends on 8 May 2024 (inclusive); this term may be reopened as a result of the reopening of the terms on 16, 17, 20, 21 and 22 May 2024.

On 10 February 2023, Diego Della Valle, Andrea Della Valle, DIVI, DDV and the bidder signed a framework agreement also containing certain relevant shareholders’ agreements pursuant to Article 122 of the Consolidated Law on Finance, relating to the governance of the issuer in the period prior to the delisting. Also on 10 February 2024, the majority shareholders, the bidder and the minority shareholder signed an agreement pursuant to which: (i) the parties have undertaken certain commitments in relation to the bid; and (ii) DIVI, the bidder and the minority shareholder have undertaken to sign, at the date of completion of the delisting, a shareholders’ agreement.

The effectiveness of the offer is not contingent upon the bidder achieving any percentage of the issuer’s share capital (the so-called threshold condition) but on the fulfilment of the following conditions of effectiveness: (i) the circumstance that by the second stock market trading day prior to the settlement date, events, facts, circumstances or situations not known to the bidder resulting in significant changes in the political, financial, economic, currency or market situation, whether national or international, that would subsequently have a material adverse effect on the bidder, on the offer and/or on the capital and/or financial conditions of the group compared to those resulting from the half-yearly financial report, have not occurred (the “MAC/MAE Condition”); (ii) the obtainment, by the second stock market trading day prior to the settlement date, of any authorisation, approval or clearance that may be required by any competent authority (including foreign authorities) under the applicable laws for the completion of the offer (the “Authorisations Condition”); (iii) the circumstance that the Tod’s group is properly managed in a diligent manner and in accordance with criteria of ordinary and prudent management without initiating or undertaking any action or initiative that exceeds the limits of ordinary management activity or that may in any way be in conflict with or adversely affect the objectives of the offer (the “Management Condition”).

The bidder has reserved the right to waive or amend, in whole or in part, one or more of the aforementioned conditions of the offer by giving notice in accordance with Article 36 of the Issuers’ Regulation.

The issuer’s statement approved by Tod’s Board of Directors pursuant to Article 103 of the Consolidated Law on Finance is attached to the bid document, together with the opinion of the independent directors drafted pursuant to Article 39-bis of the Issuers’ Regulation.

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Consob approved, pursuant to Article 64-quater, paragraph 6, of Legislative Decree No. 58/98 (Consolidated Law on Finance), the amendments to the Rules of the markets organised and managed by Borsa Italiana Spa, approved by the company’s Board of Directors on 9 November 2023, and issued approval for the amendments to the relevant Instructions in the Rules.

The amendments to the Regulation concern the closure of the IDEX segment of the IDEM regulated market (which will be renamed Euronext Derivatives Milan from 25 March 2024).

The amendments for which consent is required from Consob, also related to the planned closure of the IDEX segment of the IDEM market, relate to operators admitted to trading (Article IA.3.1.1) and to electricity futures - Italy area (Article IA.8.1.17).

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On a specific web page of the website, Consob has collected the documentation and information relating to the subject of the prospectus for the offer and/or admission to trading on a regulated market, referred to in Regulation (EU) 2017/1129. In particular, this section contains:

  • in the “Application for approval/Passporting request” area, the electronic forms to be used for the submission of the application for approval of the prospectus (or its constituent parts, including the universal registration document) and the supplement, as well as for the request for the passporting of the same to other EU countries;
  • in the “Operating Instructions” area, information relating to the transmission of the application for approval of a prospectus/supplement to Consob and the formalities to be undertaken following its approval;
  • in the “Prospectus Regulations” and “Guidelines” areas the regulatory references regarding the prospectus, as well as the related interpretative indications.

The web page also provides indications regarding the response times of Consob in the context of the scrutiny of the Prospectus relating to debt securities.

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Takeover bids and exchange tender offers
  • The document relating to the total voluntary takeover bid launched, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998, by Crown Bidco Srl, on a maximum of 11,913,128 ordinary shares issued by Tod’s Spa, aimed at delisting the issuer (resolution no. 23042 of 21 March 2024) has been approved.
Markets
  • Approved, pursuant to Article 64-quater, paragraph 6, of Legislative Decree No. 58/98 (Consolidated Law on Finance), the amendments to the Rules of the markets organised and managed by Borsa Italiana Spa, approved by the company’s Board of Directors on 9 November 2023 (resolution no. 23041 of 21 March 2024).
Registers and lists
  • Fil Investments International, with registered office in the United Kingdom was authorised, pursuant to Article 28, paragraph 6, of the Consolidated Law on Finance, to perform, under the freedom to provide services in Italy to professional customers as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a) of said Consolidated Law on Finance, the investment service of portfolio management, as referred to in Article 1, paragraph 5, letter d), of Legislative Decree no. 58 of 24 February 1998, in the following manner: without holding, even temporarily, customers’ liquid assets and financial instruments. The company is registered under the section of third-country companies other than the banks of the register referred to in Article 20 of the Consolidated Law on Finance (TUF) and is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime provided for therein for this operation (resolution no. 23045 of 21 March 2024).
  • Authorised, pursuant to Article 28, paragraph 6 Legal & General Investment Management Limited, of the Consolidated Law on Finance, based in the United Kingdom, to provide under the freedom to provide services in Italy, to professional customers as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a) of said Consolidated Law on Finance, the investment service of portfolio management and investment advisory services pursuant to Article 1, paragraph 5, letters d) and f), respectively, of the Consolidated Law on Finance, in the following manner: without holding, even temporarily, customers’ liquid assets and financial instruments. The company is registered under the section of third-country companies other than the banks of the register referred to in Article 20 of the Consolidated Law on Finance (TUF) and is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime provided for therein for this operation (resolution no. 23044 of 21 March 2024).
Combating market abuse (art. 7-octies of the Consolidated Law on Finance)
  • 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 said Consolidated Law on Finance, put in place by:

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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, Domenico Conti, 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.