Weekly newsletter - year XXX - No. 38 - November 18, 2024 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Financial frauds also spread whatsapp - Morgan Stanley and Blackrock brands improperly used as bait - Consob warns against the risk of illecit offers that can mislead savers
Watch for scams! Financial fraud: Consob blacks out 7 more unauthorised websites
Save the date: 21 November 2024 Stock exchanges global hierarchy and the new UK Listing Act
Save the date: 22 November 2024 Italian investors' choices. Evidence on financial advice and sustainability
Save the date: 25 November 2024 “Equity listings, delistings and growth opportunities in the EU”, a seminar of the Academic Series dedicated to “New frontiers in financial markets and financial regulation”
Save the date: 28 November 2024 Technological innovation and investor protection: new scenarios, new critical issues, new opportunities
Ipo Altea Green Power Spa: Consob approves the listing prospectus
Aquafil Spa: Consob approves the bid and listing prospectus for new shares
IOSCO: Report on Transition Plans Disclosures
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 -
Financial frauds also spread on Whatsapp. The most widespread messaging system can become a vehicle for illicit offers which, by entering in the smartphones of the undifferentiated public and improperly leveraging well-known names in international finance such as ‘Morgan Stanley' or ‘Blackrock', can mislead savers and induce them to fall into a trap in which they risk losing their money.
This is the latest Consob warning which, after having alerted against the pitfalls of online trading ‘video games' and scams circulating on social networks, now also highlights the risks associated with messages spread through Whatsapp.
The pattern is always the same: unauthorised operators promote on the web seemingly profitable offers, behind which, however, a scam may be hidden. In this specific case, the brands of Morgan Stanley and Blackrock, two large institutional investors whose investment strategies are being replicated, are being used as a lure.
Consob once again draws the attention of savers to the need to take all necessary precautions in their evaluation of financial offers, making use first and foremost of the ‘Watch for Scams!' section on the website www.consob.it, where the basic rules for avoiding traps are indicated.
Consob has ordered the black-out of 7 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:
- "AxiaGroup" (website https://axiagroup.co and its page https://my.axiagroup.co);
- "Algoprai" (website https://algoproai.com);
- "Zodiac Speck" (website www.zodiacspeck.com and its page https://webtrader.zodiacspeck.com);
- "Finance Advice" (websites https://finance-advice.pro and https://finance-advice.cc);
- "Aifactor Group" (website https://premiumaifactor.vip);
- "Incore Investment" (website https://incore-investment.net and its page https://client.incore-investment.net).
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 1175.
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.
The Commissione Nazionale per le Società e la Borsa (CONSOB) [National Commission for Companies and the Stock Exchange] is organising the conference entitled "Stock exchanges global hierarchy and the new UK Listing Act" to be held on 21 November 2024, from 10:30 to 13:00, at the Auditorium in Via C. Monteverdi 35, Rome.
Paolo Savona (Chairman of Consob) will open the event. This will be followed by a speech by Villy de Luca (Head of Trading and Capital Markets for EMEA, Squarepoint Capital LLC).
There will be a question and answer session before the conclusions.
The poster, available on the Consob website, gives the detailed programme.
Register to participate in person free of charge, subject to seating availability: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
The event can also be streamed using the following link: https://youtube.com/live/kRF4BCygTSc.
The Commissione Nazionale per le Società e la Borsa (CONSOB) [National Commission for Companies and the Stock Exchange], in collaboration with Roma Tre University, is organising the conference "Italian investors' choices. Evidence on financial advice and sustainability", to be held on 22 November 2024, from 10:00 to 12:30, at the Auditorium, Via Claudio Monteverdi 35, Rome.
During the event, the Consob Report on the investment choices of Italian households and the Mirroring Survey on the consultant-client relationship, fruit of the collaboration with Roma Tre University, will be presented.
The conference will be an important opportunity for discussion between the Authorities and Industry. Federico Cornelli (Consob Commissioner) will open the proceedings; speakers include Paola Deriu (Head of the Studies and Regulations Division of Consob), Daniela Costa and Monica Gentile (Consob Research Department), Paola Soccorso (Consob Financial Education Office) and Massimo Caratelli (Roma Tre University).
A round table will follow in which Luigi Conte (Chair of the National Association of Financial Advisors - ANASF), Antonella Massari (Secretary General of the Italian Private Banking Association), Massimo Scolari (President of ASCOFIND), Marco Tofanelli (Secretary General of Assoreti) and Gianfranco Torriero (Deputy Director General of the Italian Banking Association - ABI) will participate.
The event, moderated by Debora Rosciani (Radio 24 - Il Sole 24 Ore), will close with speeches by Mauro Maria Marino (Chairman of the Supervisory Body and in charge of the Single Register of Financial Advisors - OCF) and Nadia Linciano (Secretary-General of Consob).
Register to participate in person free of charge, subject to seating availability: http://www.Consob.it/web/area-pubblica/iscrizione-seminari.
The event can also be streamed using the following link: https://youtube.com/live/kC4Hi8n7-fc.
The poster, available on the Consob website, gives the detailed programme.
On Monday 25 November 2024, at 16:00, the Faculty of Economics of Sapienza University of Rome and Consob will hold, at the Graduation Hall (Aula delle Lauree) of the Faculty of Economics, in Via del Castro Laurenziano, 9, a seminar of the 2023-2024 series dedicated to the new frontiers in financial markets and financial regulation, entitled Equity listings, delistings and growth opportunities in the EU.
The following papers will be presented during the seminar:
§ The Timing of Voluntary Delisting by Gonul Colak (University of Sussex Business School);
§ The EU Prospectus Regulation and its Impact on SME Listings by Victoria Treßel (Technical University of Munich and Oxera).
Speakers will include Federico Cornelli (Consob Commissioner), Giovanni Di Bartolomeo (Dean of the Faculty of Economics, Sapienza University of Rome), Luca Filippa (Consob Director General) and Marina Brogi (Sapienza University of Rome).
The poster, available on the Consob website, gives the detailed programme.
You may participate in person free of charge, subject to seating availability; it is also possible to stream the event using the following link: https://uniroma1.zoom.us/j/87809226888.
The ACF (Alternative Financial Dispute Resolution Scheme), the Faculty of Economics, Sapienza University of Rome and the ANSPC (National Association for the Study of Credit Problems) are organising a conference entitled "Technological innovation and investor protection: new scenarios, new critical issues, new opportunities" which will be held on 28 November 2024, from 15:00 to 18:00, at the Consob Auditorium, Via Monteverdi, 35 – Rome.
The event will begin with an institutional welcome address by Paolo Savona - Chair of Consob, and Giovanni Di Bartolomeo - Dean of the Faculty of Economics, Sapienza University of Rome.
A round table will follow, coordinated by Filippo Cucuccio, Director General of the ANSPC.
Speakers will include: Gianpaolo
E. Barbuzzi - ACF Chairman; Massimo Cerniglia - Cerniglia Law Firm; Federico Cornelli - Consob Commissioner; Stefano De Polis - IVASS Secretary General; Francesca Palisi - Head of the Legal and Tax Advice Service, ABI; Giuseppe Siani, Head of Banking and Financial Supervision Department, Bank of Italy; Domenico Siclari - Full Professor of Economic Law and Financial Markets Law, Sapienza University.
The procedure for accreditation with the Bar Association of Rome is underway.
To participate, online registration is required at https://www.consob.it/web/area-pubblica/iscrizione-seminari.
The poster, available on the Consob website, gives the detailed programme.
Consob has approved the prospectus for the admission to trading of the Altea Green Power Spa shares and warrants on the Euronext Milan market and, where the conditions are met, on the Star segment of the Euronext Milan market, organised and operated by Borsa Italiana, already traded on the multilateral trading system Euronext Growth Milan from 1 February 2022.
No offering and/or issue of securities is envisaged.
Borsa Italiana issued the order for admission to listing on 11 November.
At the date of the prospectus, the issuer is active and specialised in the design and construction of renewable energy plants and in particular plants for the production of energy from photovoltaic sources and wind as well as for the storage of electricity (such as the so-called battery energy storage system), positioning itself as an operator able to provide complete assistance during all phases of the design, construction and management of the aforementioned so-called "green" plants.
The issuer is controlled pursuant to Article 2359, paragraph 1 of the Italian Civil Code and Article 93 of the Consolidated Law on Finance (TUF) by Giovanni Di Pascale who indirectly holds 64.98% of the share capital of the issuer through Dxor Investments and Dxor Investments 1.
At the date of the prospectus there are 1,856,988 warrants outstanding, admitted to trading on EGM, which give the holders and their assignees the right to subscribe 1 conversion share for every 2 warrants held and presented for the financial year, in the third and final financial quarters (between 2 December and 16 December 2024 inclusive), at the strike price for each conversion share equal to 1.60 euro. In the event the outstanding warrants are fully exercised, the issuer will issue a total of 928,494 conversion shares corresponding to approximately 5.4% of the issuer's share capital at the date of the prospectus.
The prospectus specifies that the listing of Altea Green Power shares and warrants on a regulated market serves to allow the company to obtain significant benefits in terms of support for growth, as well as to maximise visibility on relevant national and international markets and to increase demand from national and foreign institutional investors, with subsequent benefit in terms of liquidity of the security.
Furthermore, thanks to its listing on Euronext Milan, the issuer aims to strengthen its relations with its strategic partners and its credit standing.
The prospectus outlines the risk factors related to the economic, equity and financial situation of the group, the operating activities of the issuer and the group, the macroeconomic context and the financial products that will be admitted to listing.
Consob has approved the prospectus for the offering and admission to trading on the star segment of the Euronext Milan market, organised and operated by Borsa Italiana Spa, of the Aquafil Spa ordinary shares resulting from the capital increase through a rights offering approved by the extraordinary shareholders' meeting of 10 October 2024.
The Aquafil group, active in the production and marketing of fibres and polymers, operates through three product areas specialised in the "BCF" (carpet fibres) product line, the "NTF" (clothing fibres) product line, and the "Polymers" product line, that is, plastic raw material mainly intended for the technopolymer sector.
The issuer's controlling shareholder is Aquafin Holding with 58.32% of the capital (of which 42.08% in ordinary shares and 16.24% in Class B shares); Aquafin Holding is controlled by GB&P Srl, which holds about 96.41% of the capital and about 97.87% of its voting rights.
The capital increase is one of the main actions of the 2024-2026 business plan and is aimed at strengthening the capital and financial structure of the company and at finding the financial resources required to support the implementation of the actions of the plan, and in particular to contribute to the financing of investments, as well as to build up the funding to seize opportunities for growth operations for external lines. The successful outcome of the capital increase is crucial, together with the implementation of the actions of the plan, in order to comply with the financial covenants as at 31 December 2024 and the subsequent verification dates included in the period covered by the plan.
The complete success of the capital increase and a management/profit performance of the group that is in line with that underlying the business plan are crucial for compliance with the financial covenants throughout the period covered by the plan.
Any failure to comply with the financial covenants, in the absence of timely actions aimed at finding the financial resources necessary for the mandatory early repayment of the group's debts, would jeopardise the prospects of the issuer and the group itself as a going concern.
On 10 October 2024, the Extraordinary Shareholders' Meeting resolved to increase the capital in a divisible manner and for a fee by a maximum amount of 40 million euro, including any share premium, through the issue of ordinary shares and Class B shares, to be offered as a rights offering to eligible events pursuant to Article 2441, paragraph 1, of the Italian Civil Code, to be executed by 31 January 2025.
Aquafin Holding Spa, the issuer's reference shareholder, has made an irrevocable and unconditional commitment to subscribe to the share of relevance to the capital increase (equal to approximately 51.78% of the capital increase relating to the ordinary shares and 100% of the capital increase relating to the Class B shares), for a total amount of approximately 24 million euro. Aquafin Holding's subscription commitment is not secured by a guarantee.
The offering concerns a minimum number of 22,889,306 new shares of which 19,077,806 ordinary shares and 3,811,500 Class B shares, offered as a rights offering in the ratio of 11 newly issued ordinary shares for every 24 ordinary shares held and 11 newly issued Class B shares for every 24 Class B shares held.
The total amount of the capital increase, based on the maximum price, is equal to 39,918,949.66 million euro.
The offer price will be the same both with reference to the issuance and subscription of ordinary shares and with reference to the issuance and subscription of Class B shares that will be subscribed by Aquafin Holding, and will be made known by means of a specific notice of the issuer filed with Consob and made available to the public on the issuer's website.
The offer period runs from 18 November to 5 December 2024 inclusive.
The option rights will be tradable on the stock exchange from 18 to 29 November 2024, inclusive.
The option rights not exercised within the end of the offering period will be offered on the Stock Exchange within the month following the end of the offering period, for at least two opening trade days, unless they have already been sold in full, pursuant to Article 2441, paragraph 3, of the Italian Civil Code.
The start and end dates of the offering period on the Stock Exchange will be communicated to the public by means of a specific press release.
The outcome of the offering will be communicated within 5 working days from the end of the offering period, by means of a specific press release.
The prospectus outlines the risk factors related to the economic, equity and financial situation of the group and those related to the non-implementation of the business plan, to the operating activities of the issuer and the group, as well as to the risks associated with the financial products being offered and admitted to trading.
On 13 November, the Sustainable Finance Taskforce (STF) of IOSCO, an organisation that includes financial market supervisory authorities from around the world, published a report on Transition Plans Disclosures.
The document sets out how the dissemination of such disclosures can support objectives such as investor protection and market integrity and provides the necessary guidance to key stakeholders.
The report's conclusions specify that stakeholders will need to focus, in coordination with IOSCO, on four main aspects:
(a) encouraging consistency and comparability, where transition plans are published, through guidelines on the related disclosures;
(b) ensuring disclosures relating to transition plans;
(c) enhancing legal and regulatory clarity and oversight, and, lastly
(d) developing the necessary skills.
According to some stakeholders, the dissemination of additional disclosure guidelines could improve expectations and lead to better standardisation of information.
In fact, the alignment of the guidelines under consideration appears essential to allow investors to better understand and compare the disclosures between the different jurisdictions, even in the case of differences between the requirements of the national transition plans.
The report also calls for the approval of the International Financial Reporting Standards (IFRS) Foundation's plan for the development of educational material and, if necessary, an application guide to follow the transition plans, which provide the information necessary to make informed decisions about risks and opportunities.
IOSCO also recommends to the International Sustainability Standards Board (ISSB) to ensure high interoperability between the Sustainability Disclosure Standards and the main jurisdictional standards during the development of this teaching material.
It would seem important, in this regard, that standard setters may specify that which constitutes forward-looking information, in accordance with their own governance standards and processes, thus helping those preparing financial statements to manage potential liability risks, while disclosing the much needed forward-looking, climate-related, information.
Finally, IOSCO intends to engage with the main stakeholders in promoting market integrity and mitigating the greenwashing risks present in the transition plans, thus helping the informational needs of investors, enabling the markets to assess the risks and opportunities related to sustainability, and finally supporting the allocation of capital.
- The prospectus for the admission to trading of Altea Green Power Spa shares and warrants on the Euronext Milan market organised and operated by Borsa Italiana has been approved (decision of 13 November 2024).
- The prospectus relating to the offer and admission to trading on the star segment of the Euronext Milan market, organised and operated by Borsa Italiana Spa, of the ordinary shares of Aquafil Spa Italiana has been approved (decision of 13 November 2024).
- The information note relating to the programme for the offer to the public of Leverage Certificates called "Long Fixed Leverage Certificates and Short Fixed Leverage Certificates" issued by FinecoBank Spa has been approved (decision of 13 November 2024).
- The registration document of Banca Popolare di Sondrio Spa relating to the offer of non-equity securities to retail investors has been approved (decision of 13 November 2024).
- The information note relating to the programme for the offer to the public of fixed rate bonds, step up bonds and floating rate bonds issued by Banca Popolare di Sondrio Spa has been approved (decision of 13 November 2024).
- The marketing in Italy of units of the open-ended, non-reserved AIF (Alternative Investment Fund) called "Eurizon High Income Credit" has been authorised, pursuant to Article 44, paragraph 1, of Legislative Decree no. 58/1998 operated by Eurizon Capital SGR Spa (decision of 13 November 2024).
- Monte Titoli has been authorised, in agreement with the Bank of Italy, pursuant to and for the purposes of Article 19 of the CSDR Regulation, to outsource to the new suppliers specified in the authorisation application the ICT activities relating to the use of the SWIFT communication network, included in the SWIFT consolidation project, and currently outsourced to a different supplier (resolution no. 23312 of 13 November 2024).
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:
- "AxiaGroup" via the website https://axiagroup.co and its page https://my.axiagroup.co (resolution no. 23318 of 13 November 2024);
- "Algoprai" via the website https://algoproai.com (resolution no. 23317 of 13 November 2024);
- "Zodiac Speck" via the website www.zodiacspeck.com and its page https://webtrader.zodiacspeck.com (resolution no. 23316 of 13 November 2024);
- "Finance Advice" via the websites https://finance-advice.pro and https://finance-advice.cc (resolution no. 23314 of 13 November 2024);
- "Aifactor Group" via the website https://premiumaifactor.vip (resolution no. 23315 of 13 November 2024);
- "Incore Investment" via the website https://incore-investment.net and its page https://client.incore-investment.net (resolution no. 23313 of 13 November 2024).
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, Ilaria Fabbiani - 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.