News of the week:
Watch for scams! Financial fraud: Consob blacks out 8 new unauthorised websites
The new IOSCO Report regarding investor education on crypto-assets has been published
Save The Date: 16 October 2024 - “Corporate governance in Italy: analysis and best practices”
Save The Date: 24 October 2024 - “Fifty years of Consob - Reflections in Sapienza” - A book for the fiftieth anniversary of the Commission that retraces half a century of Consob
Save The Date: 5 November 2024 Investor protection in the age of social media. Financial fraud and new digital technologies
Full takeover bid launched by Tinexta Defence Srl on shares of Defence Tech Holding Spa Benefit Company: Consob approves the bid document

Commission decisions
Management decisions

- NEWS OF THE WEEK -

Consob has ordered the black-out of 8 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:

• Hf Investments (website https://hf-investments.pro and its pages https://hf-investments.trade and https://web.hf-investments.live);
• 2139 Exchange (websites https://2139.one, https://2139.nl, https://2139a.com and https://2139.lol);
• Gmt Brokers Ltd (website https://gmtbrokers.net and its page https://portal.tradingfxapp.app);
• For Trade Ltd (website https://acmarketscfd.net and its page https://client.acmarketscfd.net);
• First State Investments (Ireland) Limited (website www.fsi247.io and its pages https://client.fsi247.io and https://webtrader.fsi247.io).

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 1152.

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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IOSCO, the International Organization of Securities Commissions, has published a new Report dedicated to the education of investors on crypto-assets. This document, which is an update of the report issued in December 2020, analyses the main educational challenges and proposes strategies to increase investor awareness of the risks and opportunities related to crypto-assets.

The Report, prepared by the IOSCO Committee on Retail Investors (Committee 8), chaired by Consob (Pasquale Munafò), highlights some key points:

• the growing need for digital educational tools: the Report emphasises the importance of developing innovative tools to engage investors, especially through digital channels, in response to the growing complexity of the crypto-asset market;
• a focus on protection against fraud and risks associated with crypto-assets: among the recommendations, emphasis is placed on the need to raise awareness among investors about the risks of fraud and manipulation, promoting greater supervision in identifying suspicious transactions.

These elements demonstrate the commitment of IOSCO to promoting financial education that is targeted and up to date, adapted to the rapid changes of the digital market.

For more details, please refer to the official IOSCO press release and the full text of the Report.

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Consob, the Italian Committee for Corporate Governance and the Italian association for joint-stock companies, Assonime, will present a conference on "Corporate governance, analysis and best practices" on 16 October from 3 p.m. at the Consob Auditorium, Via C. Monteverdi 35, Rome.

At the conference, the following will be presented:

• the Consob Report on the corporate governance of Italian listed companies, which provides evidence on ownership structures, corporate bodies, meetings and related party transactions, based on data derived from statistical market surveillance reports and public information;
• the Italian Corporate Governance Committee, which evaluates the state of implementation of the Corporate Governance Code and makes various recommendations to companies for it to be applied more effectively;
• the Assonime-Emittenti Titoli Report, which provides an in-depth analysis of the corporate governance of Italian listed companies in light of the guidelines set out in the Corporate Governance Code. 

The full programme for the event is available at the following link: https://www.consob.it/documents/d/asset-library-1912910/20241016_corporate-governance.

Register to participate in person free of charge, subject to seating availability: https://www.consob.it/web/consob-and-its-activities/enrollments.

The event will also be streamed using the following link: https://youtube.com/live/gA_UCCpwMBk.

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On the occasion of the fiftieth anniversary of its institution, Consob will hold a study day on "The fifty years of Consob" on 24 October 2024, from 10 a.m. to 6 p.m., in the Auditorium (Aula Magna) of Sapienza University of Rome, in Piazzale Aldo Moro 5.

The study day will be divided into five sessions, each dedicated to a decade, and will involve the participation of authoritative representatives of the world of academia.

The event, which will open with institutional greetings from Antonella Polimeni, Rector of Sapienza University, and Paolo Savona, President of Consob, will end with presentations by Antonella Sciarrone Alibrandi and Pierluigi Ciocca.

The event will be followed by a Jazz Concert by the Musica Sapienza (MuSa) Orchestra.

Participation is free subject to seating availability in the Aula Magna.

For organisational reasons, prior online registration is required: https://www.consob.it/web/consob-and-its-activities/enrollments.

The full programme and flyer are available at the following link: https://www.consob.it/documents/d/area-pubblica/202410124_consob50anni.

Moreover, for its first 50 years, Consob has published a book that retraces half a century of the Commission's history, which is inextricably intertwined with that of the country and the financial markets in Italy.

The book "Consob - 50 years of history. The regulation and supervision of financial markets from 1974 to 2024" is available on the website www.consob.it at the following link: https://www.consob.it/documents/d/area-pubblica/consob_50anni.

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Consob and Sapienza University of Rome, under the patronage of the Chamber of Deputies, are organising the conference "Investor protection in the age of social media - Financial fraud and new digital technologies", to be held on 5 November 2024, from 10 a.m-1 p.m., at the Hall of Parliamentary Groups of the Chamber of Deputies, Via di Campo Marzio 78, Rome.

The event - which will be divided into two sessions and will include the participation of authoritative representatives of the academic world and institutions - will be an important opportunity for discussion with representatives of market-leading technological players.

The conference will begin with the welcome address by Alessandro Colucci (President of the Cyber ​​Security Intergroup of Chamber of Deputies), Paolo Savona (Chairman of Consob) and Giovanni Di Bartolomeo (Dean of the Faculty of Economics of

Sapienza University of Rome); speakers include Gabriella Alemanno (Consob Commissioner), Paola Ansuini (Head of communication on financial literacy and customer protection of the Bank of Italy), Flavio Arzarello (Economic and Regulatory Policy Manager, Meta), Marina Brogi (Full Professor of Economics and Financial Markets of Sapienza University of Rome), Giuseppe Cascini (Deputy Prosecutor, Coordinator of the Crimes against the Economy Group of the Public Prosecutor's Office at the Court of Rome), Diego Ciulli (Head of Government Affairs and Public Policy, Google Italy), Bruno Frattasi (Director General of Italy's National Cybersecurity Agency), Ivano Gabrielli (Director of the Postal and Communications Police Service), Stefano Lombardi (Commander of the Currency Police Special Unit of the Guardia di Finanza) and Donato Masciandaro (Bocconi University and Director of the Committee for the planning and coordination of financial education activities - Edufin Committee).

Attendance in person is by invitation only. The methods for following the event via streaming will be communicated later.

The full programme for the event is available at the following link: https://www.consob.it/documents/d/area-pubblica/20241105_programma.

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Consob has approved the document relating to the full takeover bid, launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Tinexta Defence Srl, on a maximum of 6,480,572 ordinary shares issued by Defence Tech Holding Spa Benefit Company, traded on the Euronext Growth Milan multilateral trading system, organised and operated by the Borsa Italiana, which is mandatory pursuant to Article 11 of the By-Laws of Defence Tech Holding Spa - Benefit Company (resolution no. 23267 of 3 October 2024). The aim of the bid is the delisting of the issuer.

The issuer is a company specialising in the design, development, implementation and certification of infrastructure management systems and classified information management systems in the cybersecurity, big data, intelligence, aerospace and defence sectors.

The shareholders holding, directly or indirectly, more than 5% of the share capital of Defence Tech are: Tinexta Spa, through Tinexta Defence Srl (60, 09%); Emilio Gisondi, through Starlife Srl (17.54%).

At the date of the document, the issuer is not the holder of treasury shares.

The bidder is a corporate vehicle established on 20 March 2023, wholly owned by Tinexta, which from the date of its establishment has not carried out any operational activity, with the exception of the acquisition of shares in the issuer and activities preparatory to the launch of the bid.

The obligation to launch the bid arose following the exercise by the bidder of a purchase option concerning 10,240,064 shares (corresponding to 40.09% of the share capital of the issuer), at a price per share of 2.74 euro, granted on 17 April 2023 by the reference shareholders of the issuer Ge.Da Europe Srl ("Ge.da") and Comunimpresa Srl ("Common enterprise"), thereby exceeding the threshold of 30% of the issuer's capital.

The bid therefore covers a maximum of 6,480,572 shares, representing 25.37% of the share capital of the issuer, corresponding to all the shares, minus: (i) the 15,348,635 shares owned by the bidder (representing 60.09% of the share capital of Defence Tech), as well as (ii) the remaining 3,713,650 shares held by Starlife Srl (representing 14.54% of the share capital of the issuer), which will be subject to a future contribution in the bidder's share capital.

With regard to the bid price, as announced by the bidder with a communication dated 7 October 2024, following the provision of the Panel of Borsa Italiana Spa of 3 October 2024 - with which "3.80 euro was determined as the price per share to be paid in the context of the takeover bid concerning all the shares of Defence Tech Spa, thus replacing the consideration previously indicated [by the bidder] [equal to 3.15 euro]" - the Board of Directors of Tinexta resolved "to comply with the decisions of the Panel, waiving any appeals against the Provision at the competent offices", thus setting the bid price at the amount of 3.80 euro.

After the date of payment of the bid, Starlife undertook to subscribe to the capital increase which will be resolved by the shareholders' meeting of Tinexta Defence, granting 3,713,650 shares, equal to 14.54% of the share capital of the issuer.

The subscription period for the bid begins on 14 October and will end on 7 November 2024, with any reopening of the deadline on 15, 18, 19, 20 and 21 November 2024.

The aim of the bid is the delisting of the issuer; therefore, in the event that, upon completion of the bid, the bidder (together with the persons acting in concert) were to hold a total shareholding of more than 90%, but less than 95% of the issuer's share capital, the bidder has declared its intention not to restore a sufficient float to ensure the regular trading of the issuer's shares.

If the conditions are met, pursuant to the reference contained in Article 11 of the issuer's By-Laws, the bidder shall fulfil the commitment to buy the remaining shares from the issuer's shareholders who have requested it pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance.

In the event that, upon completion of the bid, and as a result of the fulfilment of the commitment to buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the bidder should hold a total stake of at least 95% of the share capital of the issuer, the bidder has already declared their willingness to make use, by virtue of the reference contained in Article 11 of the By-Laws of the issuer, of the right to purchase the remaining shares pursuant to Article 111 of the Consolidated Law on Finance, at a consideration per share equal to the price.

The right to buy will be exercised as soon as possible after the conclusion of the bid, including the possible reopening of the deadline, or of the procedure for the fulfilment of the commitment to buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance. Where the conditions are satisfied, the bidder shall also fulfil the commitment to buy pursuant to Article 108, paragraph 1 of the Consolidated Law on Finance by exercising its right to buy, towards the shareholders who have requested it, thus carrying out a joint procedure.

The issuer's press release approved by the Board of Directors of Defence Tech pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, containing all data useful for assessing the bid and for its own evaluation of the bid, is attached to the bid document together with the opinion of the independent director.

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• The document relating to the full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Tinexta Defence Srl, on ordinary shares issued by Defence Tech Holding Spa Benefit Company, mandatory pursuant to Article 11 of the By-Laws of Defence Tech Holding Spa - Benefit Company (resolution no. 23267 of 3 October 2024), has been approved.

• The supplement to the registration document of SG Issuer Sa / Sociéte Générale Sa, drawn up pursuant to Article 10, paragraph 1, and 23 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and approved by the company on 25 October 2023 (decision of 9 October 2024), has been approved.

• 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:
  • Hf Investments via the website https://hf-investments.pro and its pages https://hf-investments.trade and https://web.hf-investments.live (resolution no. 23279 of 9 October 2024);
  • 2139 Exchange via the websites https://2139.one, https://2139.nl, https://2139a.com and https://2139.lol (resolution no. 23277 of 9 October 2024);
  • Gmt Brokers Ltd via the website https://gmtbrokers.net and its page https://portal.tradingfxapp.app (resolution no. 23278 of 9 October 2024);
  • For Trade Ltd via the website https://acmarketscfd.net and its page https://client.acmarketscfd.net (resolution no. 23280 of 9 October 2024);
  • First State Investments (Ireland) Limited via the website www.fsi247.io and its pages https://client.fsi247.io and https://webtrader.fsi247.io (resolution no. 23276 of 9 October 2024).

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• The Head of the Intermediary Supervision and Investor Protection Division of Consob has confirmed the registration of Mitsubishi UFJ Trust International Limited in the register of third-country companies other than banks, pursuant to Article 20, paragraph 1 of Legislative Decree no. 58 of 24 February 1998, under the new company name of Novate Global Markets Limited. The full text of Management decision No. 116 of 9 October 2024 is available on the website www.consob.it.

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