News of the week:
Consob blocks advertising of fraudulent financial services. First case of application of the new regulation. The adverts targeted are those that made improper reference to leading figures in the Italian institutional world
Exiting the stock exchange is confirmed as the main target of takeover bids in Italy. A Consob study analysing the period 2020 - 2023 has been published
Amendments to the Issuers' Regulation on Corporate Sustainability Reporting: Consultation Paper
Esma: new warning for savers. Despite the recent euphoria and rising prices, crypto-assets remain a very risky way of investing money
The ESMA appoints Carlo Comporti as a new member of its Board of Directors and reconfirms the chairmen of its standing committees
Servizi Italia Spa: Consob has determined the consideration for the implementation of the commitment to buy and the exercise of the right to squeeze-out
A2A Spa bonds:Consob approves the Base Prospectus
Rendimento Etico Srl: Consob suspends the intermediation service for granting loans

Commission decisions

- NEWS OF THE WEEK -

Consob has blocked the advertising of fraudulent financial services spread over the Internet, which, in order to promote the initiatives of unauthorised intermediaries online, have improperly leveraged, through two websites, the notoriety of leading figures of the Italian institutional world, such as the President of the Council, Giorgia Meloni, and the President of the Italian Republic, Sergio Mattarella, as well as the image of a well-known brand such as Eni.

The action is the first case of application of the new powers conferred on Consob by the "capital law", under which the Financial Markets Regulatory and Supervisory Authority can order telecommunications service operators to black out sites that disseminate advertising campaigns relating to fraudulent financial services, i.e. without authorisation.

Consob has also blacked out four other fraudulent financial intermediation sites, exercising the powers of the 2019 "growth decree".

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

- Meloniprogettodaiuto.com (website https://meloniprogettodaiuto.com);

- Clickafino.com (website https://clickafino.com);

- Flowtradey (website www.flowtradey.com);

- Activmarkets-it (website https://activmarkets-it.com and its pages https://clientarea.activinv.com and https://webtrader.activinv.com);

- Ecasset.cm website https://ecasset.cm and its page https://client.ecasset.cm);

- Go Trade Tech (website https://gotradetech.com and its pages https://panel.gotradetech.com and trading.gotradetech.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 1194.

The measures adopted by Consob can be consulted on its website at 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 at www.consob.it, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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The farewell to the Stock Exchange remains the main objective of the takeover bids and/or exchange offers launched on the Italian financial market. This is highlighted in the Occasional Report: "Public bids in Italy in the period 2020 – 2023", published today by Consob.

The survey confirms the results of a previous study (Takeover bids in Italy from 2007 to 2019: empirical evidence and discussion points) that Consob itself published in 2021. Both investigations show that concretely applying the takeover bid mechanism, originally intended as a tool for promoting the contestability of companies and the protection of minority shareholders, was used in Italy mainly as a way out of the Stock Exchange.

The reconstruction contained in the Report can provide useful insights for the ongoing evaluation of possible reforms of the Consolidated Law on Finance.

The data analysed by the authors - Silvia Carbone, Toni Marcelli (Issuers Supervisory Division – Takeover and Ownership Structure Office) and Domenico Fichera (Studies and Regulation Division – Regulatory Impact Analysis Office) – show that out of a total of 76 public bids promoted in the four years under review, as many as 56, i.e. 74% of the cases, ended with delisting. The reasons for choosing to leave Piazza Affari include regulatory simplifications, lower costs, greater management and organisational flexibility as well as greater competitiveness and speed of execution associated with the status of a non-listed company.

The study also highlights a significant growth in the number of bids promoted on Euronext Growth Milan (EGM), the multilateral trading system dedicated to small and medium-sized enterprises, in which between 2020 and 2023 there were 16 takeover bids (21.9% of total bids), with an acceleration in 2023 (10 cases), compared to 9 takeover bids in the period 2007-2019.

Focusing the analysis on trading markets, it appears that the premium offered to shareholders is on average lower where liquidity is higher (e.g. on the Euronext Star Milan segment), while on platforms where liquidity is lower (e.g. the EGM) the premium is typically higher.

Finally, the Occasional Report reports that, between 2020 and 2023, 19 bids out of 76 (equal to 25%) registered forms of reinvestment of the target company's shareholders in the bidder's capital. The figure, up sharply compared to the figures for the period 2007-2019 (14 offers out of 231, equal to about 6%), is affected by reinvested offers made on companies traded on EGM (7 compared to the total of 19).

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Consob has submitted to the market some proposals for amendments to Regulation no. 11971/1999 ("Issuers' Regulation"), implementing the regulatory powers contained in Legislative Decree no. 125 of 6 September 2024 (published in the Official Journal of the Italian Republic on 10 September 2024), with which the Government has transposed into national law Directive 2022/2464/EU of the European Parliament and of the Council on corporate sustainability reporting (so-called "CSRD").

In line with the principles and criteria for delegation indicated in Article 13 of Law no. 15 of 21 February 2024, the decree imposed a precise regulation of sustainability reporting obligations, significantly innovating the national regulatory framework prevailing over non-financial reporting, and attributed some regulatory powers to Consob in relation to specific aspects of the regulation. 

The regulatory intervention of the consultation therefore has the objective of aligning the secondary legislation of the Institute with the new European and national regulatory framework on sustainability reporting.

To this end, after a brief review of the evolution of the legislation on the subject, the consultation paper describes the proposals for amendments to the Issuers' Regulation subject to consultation, summarised below.

Firstly, implementing the regulatory delegation contained in article 118-bis of the Consolidated Law on Finance, as supplemented by article 12, letter a), of the decree, it is proposed to introduce a new article 89-quinquies in the Issuers' Regulation, in order to introduce the new regulation on the methods and terms of Consob's control over sustainability reporting included in its supervisory scope, as they are published by listed issuers having Italy as their home country. In line with the indications contained in the ESMA Guidelines on enforcement of financial information (GLESI) , this new article requires that control be carried out on a sample basis, establishing that the number of subjects to be included in the supervisory sample is, in any case, not less than 10% of the subjects that would theoretically fall within the supervisory perimeter of Consob pursuant to article 154-ter, paragraph 1-quater, of the Consolidated Law on Finance.

With particular regard to the criteria for selecting the sample, in the provision under consultation it is envisaged that at least 50% of the subjects to be included in the supervisory sample must be selected through the application of risk parameters, determined annually by specific resolution of the Institute on the basis of some general criteria already defined at regulatory level in the regulation proposed herein. In addition, a portion of the sample must be determined taking into account random selection models, as well as the need to ensure adequate rotation of the subjects under control.

Secondly, implementing the regulatory delegation contained in the new paragraph 5-ter of article 154-bis of the Consolidated Law on Finance, introduced by article 12, letter d), of the decree, it is proposed to supplement article 81-ter, paragraph 1, of the Consolidated Law on Finance – which already regulates the certification of financial statements, consolidated financial statements and the half year simplified financial statements provided for by article 154-bis, paragraph 5, of the Consolidated Law on Finance – in order to clarify that the sustainability report must be certified by the manager according to the specific scheme no. 3, which will be added to Annex 3C-ter of the Issuers' Regulation. This proposed amendment aims to provide practical indications on the model that the manager in charge of drafting the corporate accounting documents, or any other manager appointed by the company, must use to certify the compliance of the sustainability report, in the terms strictly provided for by the primary legislation and without the introduction of any new elements.

Finally, it should be noted that the regulatory delegation provided for in Article 18, paragraph 9, of the decree has not been exercised with this intervention, according to which – until the adoption of the principles of certification by the MEF pursuant to Article 11, paragraph 2-bis of Decree no. 39 of 27 January 2010, to be prepared jointly by the Ministry itself, Consob and professional associations and orders – Consob identifies the applicable principles with a (transitional) Regulation and regulates the performance of the task of certifying the conformity of the sustainability report by the sustainability auditors appointed, as well as the formulation of the conclusions of the report referred to in Article 14-bis of Legislative Decree no. 39/2010. In fact, in view of the transitional nature of the secondary rules prefigured therein and the forthcoming publication by the MEF of the principle of certification developed in the joint table provided for in article 11, paragraph 2-bis, of decree no. 39 of 27 January 2010, it was not considered appropriate to exercise it.

Comments on the consultation paper must be received by 13 January 2025 at the following address: Consob - Divisione Strategie Regolamentari - Via G. B. Martini, n. 3 - 00198 Rome, or online through the SIPE – Integrated System for External Users.

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On 13 December, the European Securities and Markets Authority (ESMA) published a new warning on the risks for savers associated with the purchase of crypto-assets, also in light of the recent euphoria that has brought crypto-asset prices to new records.

ESMA draws attention to the fact that despite the bullish trend recorded in recent weeks, crypto-assets remain a very risky form of investment.

In particular, ESMA recalls what has already been highlighted several times in the past, namely that the purchase of crypto-assets can also result in the total loss of the money invested.

Moreover, among other risks, strong volatility is mentioned, with even huge price fluctuations over very short periods of time; the danger of falling victim to scams and cyber attacks; the lack of any form of protection and compensation for those who buy crypto-assets.

The ESMA points out that the protections for savers provided by the European Mica Regulation (Markets in Crypto-Assets Regulation), in force from 30 December next, have a smaller scope than the existing protections for traditional investment products. In particular, there are no forms of compensation for those who have lost their money.

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The European Securities and Markets Authority (ESMA), the EU's Financial Markets Regulatory and Supervisory Authority, has appointed Carlo Comporti, Commissioner Consob, as a new member of its Board of Directors.

The election took place at the meeting of the Board of supervisory authorities on 11 December 2024, replacing the outgoing member Rodrigo Buenaventura, of the Comisión Nacional del Mercado de Valores (CNMV). Commissioner Carlo Comporti will carry out his duties for the remainder of the term of office of the outgoing member, until 31 March 2027.

The Board of Directors has the task of ensuring that ESMA carries out its mission and exercises the tasks assigned to it by its founding Regulations. The president of ESMA, Verena Ross, chairs the Board of Directors, composed of the following members:

- Eduard Müller, Finanzmarktaufsicht (FMA), Austria

- Thorsten Pötzsch, Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Germany

- Vasiliki Lazarakou, Hellenic Capital Markets Commission (Hcmc), Greece

- Carlo Comporti, Commissione Nazionale per le Società e la Borsa (Consob), Italy

- Jos Heuvelman, Autoriteit Financiële Markten (AFM), The Netherlands

- Taipale Weapons, Finanssivalvonta (Fin-Fsa), Finland

- Natasha Cazenave, Esma Executive Director (non-voting member)

- Vojtěch Belling, Vice-President Esma (observer)

- Representative of the European Commission (non-voting member).

At the same meeting of the Board of supervisory authorities, the Chairs of the Standing Committees of ESMA were elected. The current chairpersons have been reconfirmed and will serve their new term from 1 January 2025 to 31 December 2026.

The new Chairman of the Markets Standing Committee will be elected at the next meeting of the Board of supervisory authorities.

The list of chairpersons of the Standing Committees is available at this link.

Standing Committees are groups of experts made up of ESMA staff and national competent authorities (NCAs) for the regulation of securities markets in Member States and are responsible for the development of policies in their respective areas.

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Consob determined the consideration for the fulfilment of the purchase obligation and the exercise of the purchase right, referred to in Articles 108, paragraph 1, and 111, paragraph 1, of the Consolidated Law on Finance, by Cometa Srl, at 2.37 euros per share, equal to that paid by the same bidder in the total voluntary takeover bid promoted on the ordinary shares issued by Servizi Italia Spa (resolution no. 23350 of 10 December 2024).

On 23 October 2024, Consob approved the document relating to the bid launched by Cometa (a vehicle wholly owned by Aurum Spa, in turn controlled by Coopservice SCPA), on a maximum of 6,033,601 ordinary shares of the issuer, equal to approximately 18.97% of the share capital of Servizi Italia, corresponding to all of the issuer's shares still in circulation after those already held by Aurum and Cometa, as well as the issuer's own shares, at a consideration of 2.37 euros per share (see "Consob Informa" no. 36/2024). The bid was held between 28 October and 15 November 2024.

On the basis of the final results of the bid, taking into account (i) the shares brought into the bid, (ii) the purchases of shares on the market made by the bidder (iii) of the 19,854,269 shares held by Aurum Spa (the bidder's parent company) and the 2,686,226 treasury shares held by the issuer, as a result of the bid, the bidder came to hold a total shareholding in Servizi Italia equal to 30,244,082 shares, representing 95.08% of the related share capital, i.e. a total shareholding of more than 95% of the share capital itself.

Consequently, the conditions for the fulfilment of the purchase obligation referred to in Article 108, paragraph 1, of the Consolidated Law on Finance and for the exercise of the purchase right referred to in Article 111, paragraph 1, of the Consolidated Law on Finance are confirmed for the bidder and the persons acting in concert – of which the bidder has declared in the bid document its intention to avail itself - in relation to the remaining 1,565,369 shares of the issuer, representing 4.92% of the related share capital.

The obligation and the right to purchase, as stated in the bid document, will be undertaken in a single procedure, pursuant to Article 50-quinquies, paragraph 1, of the Issuers' Regulation.

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Pursuant to Article 20 of Regulation (EU) 2017/1129, Consob has approved the Base Prospectus (BP) relating to the admission to trading of bonds with a minimum denomination of 100 thousand euros issued by A2A Spa for wholesale investors, resulting from a programme for the offer of Euro Medium Term Notes.

By order of 4 December, Borsa Italiana issued the judgment of eligibility for listing on the Electronic Bond Market (MOT) of the bonds to be issued under the aforementioned offer programme.

The A2A group operates mainly in the production, sale and distribution of gas and electricity, district heating, the environment and the integrated water cycle. In the 2024-2035 Strategic Plan defined in March 2024, the strategy focuses on the two pillars of the Energy Transition and the Circular Economy.

The Prospectus Base - written in English - is part of the recent initiatives undertaken by Consob to relaunch the domestic debt capital market.

The BP in question represents the first concerning a Euro Medium Term Notes (EMTN) programme submitted for the approval of Consob and has been prepared in compliance with European practice and on the basis of the similar Base Prospectus approved on 24 May by the Luxembourg Authority (CSSF), also taking into account the provisions of the COMI Guidelines (Committee of Market Operators and Investors) on the methods of drafting the base prospectus.

The BP relates to the admission to trading of medium-term bonds to be issued by A2A, for a total amount of 7 billion euros, offered to wholesale investors.

The bonds to be issued under the programme are direct, unconditional, non-subordinated and unsecured bonds of the issuer. The bonds can be fixed rate, floating rate, zero coupon or a combination of the above, depending on the method of payment of interest that will be indicated from time to time in the final conditions.

As reported in the BP, there are certain cases in which the issuer has the right to repay the bonds in advance.

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Consob has suspended Rendimento Etico Srl based in Milan, for a period of 120 days, from the provision of the crowdfunding service consisting of the intermediation in the granting of loans, pursuant to and for the purposes of Article 30, paragraph 2, letter h), of Regulation (EU) 2020/1503 of 7 October 2020 (resolution no. 23354 of 10 December 2024).

The suspension period is without prejudice to the offers published and not yet concluded on the date of the measure and the obligations assumed with project owners and investors in relation to the offers already concluded for which the amounts acquired have yet to be returned to investors remain unchanged and must continue to be respected.

Rendimento Etico Srl was authorised, by Consob provision no. 22887 of 10 November 2023, as a crowdfunding service provider for companies pursuant to Regulation (EU) 2020/1503 to carry out the crowdfunding service referred to in Article 2, paragraph 1, letter a), sub i), of the same Regulation (EU) 2020/1503, consisting of intermediation in the granting of loans. Previously (from 2019 until 10 November 2023), Rendimento Etico was already operational in the lending crowdfunding sector under the previous national exemption regime, which did not provide for supervisory activities.

Consob – as a result of its own inspections carried out on Rendimento Etico for the operations carried out since 10 November 2023 - considered that the conditions exist for the adoption of the suspension measure referred to in Article 30, paragraph 2, letter h) of Regulation (EU) 2020/1503, in order to prevent any prejudice to investors' interest in the continuation of activities according to the operating context observed in the inspection.

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- The consideration for the fulfilment of the purchase obligation and the purchase right, referred to in Articles 108, paragraph 1, and 111, paragraph 1, of the Consolidated Law on Finance, by Cometa Srl, as part of the total voluntary takeover bid promoted on the ordinary shares issued by Servizi Italia Spa, was determined at 2.37 euros per share (resolution no. 23350 of 10 December 2024).

- Pursuant to Article 20 of Regulation (EU) 2017/1129, the Base Prospectus (BP) relating to the admission to trading of bonds with a minimum denomination of €100,000 issued by A2A Spa for wholesale investors, deriving from a programme for the offer of Euro Medium Term Notes has been approved (decision of 10 December 2024).

- The marketing in Italy of units of the non-reserved closed-end European investment fund Finint Eltif Private Markets, pursuant to Article 4-quinquies.1 of Legislative Decree 58/98, managed by Finint Investments Sgr Spa, has been approved (decision of 10 December 2024).

- Rendimento Etico Srl, based in Milan, has been suspended for a period of 120 days from the provision of the loan granting intermediation service, pursuant to and for the purposes of Article 30, paragraph 2, letter h) of Regulation (EU) 2020/1503 of 7 October 2020 (resolution no. 23354 of 10 December 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:

- Meloniprogettodaiuto.com via the website https://meloniprogettodaiuto.com (resolution no. 23358 of 10 December 2024);

- Clickafino.com via the website https://clickafino.com (resolution no. 23361 of 10 December 2024) ;

- Flowtradey via the website www.flowtradey.com (resolution no. 23363 of 10 December 2024);

- Activmarkets-it via the website https://activmarkets-it.com and its pages https://clientarea.activinv.com and https://webtrader.activinv.com (resolution no. 23362 of 10 December 2024);

- Ecasset.cm via the website https://ecasset.cm and its page https://client.ecasset.cm (resolution no. 23360 of 10 December 2024);

- Go Trade Tech via the website https://gotradetech.com and its pages https://panel.gotradetech.com and trading.gotradetech.com (resolution no. 23359 of 10 December 2024).

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