Weekly newsletter - year XXX - No. 26 - July 15, 2024 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for Scams! Abusive financial services: Consob blacks out 5 abusive websites
Consob's FinTech Working Paper on: 'Crowdinvesting made in Italy - A fact-finding survey' published
Single-investor capital strengthening transactions: non-standard POC, SEDA, SEF and other transactions with similar characteristics: consultation with the market has been launched to modify communication no. 1/23 of 3 May 2023
Full mandatory takeover bid launched by Varas Spa on Saras Spa shares: Consob approves the bid document
A new member is appointed for COMI, the Committee of Market Operators and Investors
A public competition notice has been published for the hiring of three IT experts for the Rome headquarters of Consob
The SME - Capital Market Observatory is launched - Two PhD scholarships established - A new collaboration between Consob and Università Cattolica del Sacro Cuore - Cetif
Seventh edition of the Financial Education Month
Eighth edition of the IOSCO World Investor Week
COMMISSION DECISIONS
MANAGEMENT DECISIONS
- NEWS OF THE WEEK -
Consob has ordered the black-out of 5 new websites that offer financial services illegally.
The Authority availed itself of the powers deriving from the “Decreto crescita” ("Growth Decree"; Law no. 58 of 28 June 2019, Article no. 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 authorization.
Below are the websites Consob has ordered to be blacked out:
- “EFS Lux” (website www.efslux.com and related page https://client.efslux.com);
- “Finexleaders” (website https://finexleaders.co);
- “OneCapital CFDS” (website https://24cfdcap.net and related page https://client.24cfdcap.net);
- “Sigma Capital” (website https://sigmacapitals.uk);
- “Algobot24” (website https://algobot24.com and related page https://client.algobot24.com).
The number of websites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 1120.
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 behaviors, essential to safeguard their savings: these include, for websites that offer financial services, checking in advance that the operator with whom they are investing is authorized, and, for offers of financial products, that a prospectus has been published.
To this end, Consob would remind you that on the website www.consob.it there is a section on the homepage, "Watch for Scams!", providing useful information to warn investors against financially abusive initiatives.
Tax incentives, measures to facilitate the divestment, and better knowledge of opportunities: these are the main needs felt by market players in crowdinvesting sector, where a service provider operates a digital platform to facilitate the matching of investors and entrepreneurs seeking funding through alternative channels.
This is the conclusion of the latest FinTech Working Paper on "crowdinvesting made in Italy", the study developed by Consob and Università Politecnica delle Marche on the basis of experimental analyses and a survey among operators in the sector: enterprises, investors and crowdfunding service providers.
The Working Paper – edited by Valeria Caivano and Paola Soccorso (Consob) and by Caterina Lucarelli and Francesco James Mazzocchini (Università Politecnica delle Marche) – explores the crowdfunding phenomenon, the digital version of the old fund collection among relatives and friends, and more generally among investors potentially interested in supporting the start-up of an entrepreneurial project. The study, focusing on crowdinvesting, also analyses lending investment, i.e. the underwriting of corporate bonds or loans.
The full application, as of 11 November 2023, of the first organic European Regulation (EU Regulation 2020/1503) has not found our country unprepared. In 2013 Italy was indeed the first among the Member States to regulate investments in equity instruments through online platforms, and is currently ranking second in the EU in terms of the number of authorised providers, second only to France.
Service providers appear to be aware of their strengths and weaknesses and are preparing to seize the opportunities arising from the new regulatory framework, such as cross-border opening and the consequent boost to competitiveness and the progressive specialisation of platforms.
Consob launched the consultation with the market on the proposals for the revision of Communication no. 1/23 of 3 May 2023, concerning “Single-investor capital strengthening transactions: non-standard POC, SEDA, SEF and other transactions with similar characteristics” - requested pursuant to Article 114, paragraph 5, of Legislative Decree no. 58/1998”.
With Communication no. 1/23 (the "Communication") - which entered into force on 4 May 2023 - Consob defined in a unified manner the information framework to be provided to the public on the occasion of the transactions related to the so-called non-standard POC (i.e. convertible bonds reserved for a single investor), Stand-by Equity Distribution Agreements ("SEDA"), Step-Up Equity Financing ("SEF") and all other types of transactions with similar characteristics such as, for example, those carried out through the allotment of warrants to a single investor.
In particular, the Communication has regulated, through the provision of obligations and recommendations, the elements relating to the transactions in question subject to disclosure (as well as the timing and method of the same), considering them in terms of four distinct areas ("Sections"), relating to the disclosure to be made: A) by the issuers; B) by the single investor; C) by the issuers already subject to additional disclosure obligations by Consob (included in the so-called black and grey lists); D) in the financial reports.
The operational experience gained since the entry into force of the Communication has highlighted certain profiles worthy of attention and has revealed the need, on the one hand, to simplify and systematise some areas of the same and, on the other, to integrate and clarify certain aspects of the related regulation and, to this end, Consob submits to the market a revision hypothesis aimed at carrying out the aforementioned types of intervention.
In particular, Consob proposes an overall simplification and systematisation of the disclosure provided for in the Communication, with a view to facilitating both its correct application by its recipients (companies and single investors), and the availability of information relating to the transactions in question.
In addition, the proposed revision submitted to the market aims to further integrate and complete the information framework to be made available to the public in relation to certain aspects of the aforementioned types of transactions such as, mainly, those relating to the characteristics, motives, impacts on the governance of companies, on effects, on operations on the shares of the same companies and the ownership structures of the same.
In line with the approach already adopted with the Communication, this strengthening of the disclosure, where possible, with a view to proportionality, has been differently modulated for companies whose shares are traded on multilateral trading facilities (and for the related single investors) compared to that outlined for companies with listed shares on regulated markets (and for the related single investors).
Further interventions envisaged aim to provide clarification regarding the actual methods of application of the Communication; to this end, Consob considers it useful to provide, at the bottom of said communication, a summary describing the information requirements provided therein and the relative timing.
Comments on the consultation paper must be received online by Consob no later than 10 August 2024, via the Integrated System for External Users (SIPE).
Consob approved the document relating to the full mandatory takeover bid launched by Varas Spa, pursuant to Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998 on the maximum number of 518,486,282 Saras shares (resolution no. 23188 of 10 July 2024).
The mandatory takeover bid follows the takeover of the ‘weak control’ of Saras (about 45.5% of its share capital) by the Vitol group. In particular, the Vitol group - which was not a shareholder of Saras before the transaction - purchased the package held by the Moratti family (overall, about 37% of the share capital of Saras) and also made further purchases of Saras shares on the market up to a stake of about 45.5% in Saras. The Vitol group, through the special purpose vehicle Varas, is therefore required to launch the bid on the remaining capital of Saras equal to about 54.5% of the share capital at a unit price of EUR 1.60, as the maximum price of the aforementioned takeovers, for a maximum total disbursement of the bid equal to EUR 829,578,051.20.
The bid is also aimed at achieving the revocation of the Saras shares from the listing on Euronext Milan ("delisting") as a result of the bid or - where necessary and possible (taking into account the shareholding achieved as a result of the takeover bid) - through the merger of the issuer into the bidder.
Saras is the holding company of the Saras group, which owns one of the main refineries in Europe, located in Sardinia. The Saras group's activity is composed of the segment referred to as "Industrial & Marketing", which includes all activities related to refining and generation of electricity, as well as activities related to marketing, and the segment referred to as "Renewables", which includes activities related to the production and sale of electricity from renewable sources. In particular, the Saras group is active in the energy sector and is one of the leading independent European operators in oil refining. Saras carries out coordination and control functions for all the companies of the Saras group and, since May 2006, has been included in the FTSE Italia Mid Cap index of Borsa Italiana.
For the purposes of the transaction, the Vitol group has set up two special purpose vehicles under Italian law, the bidder Varas Spa, a company under Italian law based in Milan specifically established for the bid on 30 May 2024 and the company that controls it, that is Varas Holding Spa. In turn, Varas Holding is wholly owned by Vitol Bv, a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, in turn wholly owned by Vitol Holding Bv, in turn wholly owned by Vitol Netherlands Coöperatief Ua, in turn controlled directly and indirectly by Vitol Holding II Sa, a public limited company (société anonyme) incorporated under the law of the Grand Duchy of Luxembourg, which is not subject to any control pursuant to Article 93 of the Consolidated Law on Finance (TUF) and Article 2359 of the Italian Civil Code. The entities to be qualified in concert with the bidder pursuant to Article 101-bis, paragraph 4-bis, of the Consolidated Law on Finance (TUF) are the companies belonging to the aforementioned ownership chain.
The bid relates to a maximum of 518,486,282 Saras shares, representing approximately 54.520% of the company's share capital, that is, on all Saras shares minus the 432,513,718 Saras shares, representing 45.480% of the company's share capital, already owned by the Vitol group.
The consideration of EUR 1.60 (ex-dividend) for each share coincides with the price paid by the bidder for the takeover of the relevant shareholding from the Moratti family.
The subscription period runs from 12 July 2024 to 9 August 2024 (inclusive) unless the subscription period is extended. Any reopening of the period will take place on 20, 21, 22, 23 and 26 August 2024, unless the subscription period is extended.
The bidder intends to achieve the delisting of the shares, therefore in the event that, as a result of the bid, the bidder (jointly with the persons acting in concert) holds, as a result of the subscriptions to the offer and any purchases made outside of the same, a total stake exceeding 90%, yet below 95%, of the share capital of the issuer, the bidder has declared its intention not to restore a sufficient float to ensure normal trading of the shares, and if the conditions exist, will thus fulfil its commitment to buy the remaining shares pursuant to Article 108, paragraph 2 of the Consolidated Law on Finance (TUF). In the event that, as a result of the bid, the bidder (jointly with the persons acting in concert) holds, as a result of the subscriptions to the offer and any purchases made outside of the same, and as a result of the implementation of the commitment to buy, a total stake of at least 95% of the share capital of the issuer, the bidder has declared its intention to make use of the right to purchase the remaining shares under Article 111 of the Consolidated Law on Finance (TUF).
If the conditions are met, the bidder, by exercising its right to buy will also fulfil the commitment to buy referred to in Article 108, paragraph 1 of the Consolidated Law on Finance (TUF) towards the shareholders who have requested it, thus carrying out a joint procedure.
The press release, which the issuer's Board of Directors is required to disseminate pursuant to the combined provisions of Article 103, paragraph 3, of the Consolidated Law on Finance (TUF) and Article 39 of the Issuers' Regulation, containing all useful data for assessing the bid and its own evaluation of the bid, is attached to the bid document, accompanied by the opinion of the independent expert as well as the opinion of the independent directors.
With resolution no. 23192 of 10 July 2024, the Commission appointed Marco Elio Rottigni as a member of the Committee of Market Operators and Investors, until the expiry date provided for the members appointed with resolution no. 22869 of 2 November 2023. Rottigni replaces Giovanni Sabatini who is resigning.
The role of the Committee, set up at Consob in 2018, is to facilitate discussion and dialogue with stakeholders. In particular, it expresses the opinion of market operators and investors and assists Consob in defining its strategic guidelines and related actions, including in order to ensure proper application of the principle of proportionality.
The Committee is also responsible for analysing market risks and identifying areas for improving the competitiveness of the capital market.
The term of office is two years and may only be renewed once. Participation in the Committee is not remunerated.
The public competition notice issued by Consob for the recruitment under permanent contract of 3 IT Experts in the Managerial and High-Level Professionals Area of Consob's permanent staff, to be assigned to the Rome office (resolution no. 23151 of 12 June 2024), has been published in the Official Gazette of the Italian Republic - Special Series IV - Competitions and Exams of 12 July 2024.
Applications must be submitted by the final deadline of 18:00 on 9 September 2024, using only the application available on the Consob website at https://www.consob.it/Candidature/.
Other forms of submission of the application for participation are not allowed.
Participation in the competition procedure is subject to possession of the requirements indicated in the notice, including possession of at least one of the following qualifications:
- post graduate degree, obtained with an Italian graduation grade of at least 105/110 or an equivalent grade, in one of the following disciplines: telecommunications engineering; electronic engineering; computer engineering; automation engineering; computer science; computer security; mathematics; physics; statistical sciences; another degree equivalent to one of the aforementioned degrees pursuant to the Interministerial Decree of 9 July 2009;
or
- "old system" university degree, obtained with an Italian graduation grade of at least 105/110 or an equivalent grade, in one of the following disciplines: telecommunications engineering; electronic engineering, computer engineering; computer science; mathematics; physics; information sciences; statistics; another degree equivalent to it or equivalent by law.
Participation is permitted to holders of qualifications obtained abroad or foreign qualifications obtained in Italy with a grade corresponding to that requested (at least 105/110), recognised as equivalent according to current legislation, to one of the qualifications indicated above for the purposes of participation in public competitions
The resolution and the relative notice are published in the Consob Bulletin as well as on the website www.consob.it in the section “Consob and its activities/Consob/Working at Consob (Lavorare in Consob)".
Consob and Università Cattolica del Sacro Cuore announce the launch of the new Osservatorio Pmi (SMEs Observatory), an initiative that aims to become a point of reference on a national basis for the analysis of the conditions of access and permanence on the capital market by Italian small and medium-sized enterprises (SMEs).
The Observatory will focus, among other things, on the dynamics related to the appetite for financial innovation, the use of sustainable resources and the adoption of digital technologies. It will also study the incentive factors influencing the growth and development paths of SMEs.
The Scientific Director of the Project is Federico Rajola, Full Professor of Business Organisation and Director of Cetif - Research Centre on Technology, Innovation and Financial Services of the Università Cattolica del Sacro Cuore, assisted for Consob by Paola Deriu, Head of the Studies Division, and Daniela Costa, Councillor of the Economic Studies Office, and for Cetif by Chiara Frigerio, Associate Professor of Business Organisation and Secretary General of Cetif.
Doctoral Scholarships: For the purposes of the Observatory, two doctoral scholarships have been activated for young researchers, in Management and Innovation, financed by Consob, on the topics of innovative models with reference to finance and business organisation of SMEs
The call for PhDs is on the website of the Università Cattolica del Sacro Cuore with a deadline of 30 July 2024.
"This collaboration with Consob," commented Prof. Rajola, "provides an entirely new analysis perspective aimed at deepening our knowledge of the development dynamics of SMEs with reference to the capital market and the spread of organisational and digital innovation processes. The Observatory will provide useful data and insights to support SMEs in their strategic decisions'.
On 1 November, the seventh edition of the Financial Education Month kicks off. The appointment is promoted by the Committee for the planning and coordination of financial education activities (Edufin Committee). Associations, institutions, companies, foundations, public administrations and any other organisations wishing to implement initiatives in the field of financial education can submit their application from 2 September to 18 October 2024, using the special online form available on the website www.quellocheconta.gov.it.
From this year, the most important Italian event related to financial education moves to November.
To take into account the new arrangement, events already scheduled for October will also be admitted to the calendar, such as those related to World Investor Week (WIW) 2024 promoted by the International Organization of Securities Commissions (IOSCO).
As in previous editions, the Month will be an opportunity to promote, through events and initiatives throughout Italy, the development of financial, insurance and social security knowledge and skills and to draw attention to how important it is to acquire them at any age.
"Financial education: today for your tomorrow": this is the slogan chosen this year, which will also accompany the event in future editions. The slogan represents an invitation to dedicate time to training on personal finance issues, not only to make more informed decisions, but also to deal with any unforeseen future events.
This year, the Month presents a major new development: the establishment of the Financial Legality Day, promoted by the Edufin Committee and the Guardia di Finanza and sponsored by the Ministry of the Economy and Finance, aimed in particular at young people in schools.
Two important events within the Month have been confirmed again this year: Social Security Education Week, scheduled from 18 to 24 November, and Insurance Education Day.
Seminars, webinars, educational workshops, games - in person and online - are scheduled to take place from 1 to 30 November.
All free and non-commercial initiatives that meet the requirements set out in the Guidelines published on the portal will be accepted www.quellocheconta.gov.it.
Those participating can use the official "Month" logo and will be included in the "Calendar of the Month" available on the Edufin Committee's website.
Kicking off on 7 October 2024 is the eighth edition ofWorld Investor Week (WIW), a week-long global campaign to raise awareness regarding the importance of investor education and protection and to highlight the various initiatives of the Financial Market Authority in these two relevant areas.
WIW has two main objectives: (i) to disseminate key messages that support investor education, investor protection and financial literacy; and (ii) to promote learning opportunities for investors. The campaign also aims to strengthen cooperation among IOSCO members on investor education and protection initiatives.
From 7 October, throughout the week, the Authorities representing over 100 countries will come together to raise awareness of the most current issues impacting investors around the world
The main topics will be: Technology and digital finance; Cryptoassets, Sustainable finance; topics complemented by discussions and workshops on: Scam and fraud prevention; Investor resilience; Foundations for investing.
Jean-Paul Servais, Chairman of the Board of IOSCO and Chairman of the Belgian Financial Services and Markets Authority (FSMA), said: “Last year World Investor Week saw the involvement of 118 jurisdictions and reached almost 730 million individuals. We have to keep the ball rolling as with technological advancements and increased use of AI, new challenges arise. We also see how cryptocurrencies, fractional trading, gamification and copy-trading are trending. I am confident that WIW2024 will build on the success of previous years to drive greater investor awareness of these issues”.
This year's themes were agreed by IOSCO’s Committee 8, which works on retail investor education and financial literacy, and includes 38 member countries between developed and emerging markets.
Pasquale Munafò, Senior Officer of Consob and Chair of IOSCO’s Committee 8, stated: “The principal themes we have identified this year result from extensive engagement with all Committee 8 members and unanimously reflect the most urgent issues facing investors today. We also collaborate very closely with other relevant IOSCO committees to ensure a comprehensive and unified approach to investor protection and education. By placing the spotlight on these critical areas, we aim to empower and protect investors worldwide, providing them with the knowledge and tools needed to navigate an increasingly complex financial landscape.”
As in previous years, WIW2024 will include the World Financial Planning Day of the Financial Standards Planning Board (FSPB), which will take place on 9 October.
Further information is available on the WIW website (https://www.worldinvestorweek.org) and by following WIW on Facebook (@worldinvestorweek), Twitter (@ioscowiw) and Instagram (@ioscowiw).
- The document relating to the full mandatory takeover bid launched by Varas Spa, in accordance with Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998 on Saras shares (resolution no. 23188 of 10 July 2024) has been approved.
- The summary note relating to the programme for the offer of Leverage Certificates called “Turbo Long Certificates and Turbo Short Certificates of FinecoBank Spa” issued by FinecoBank Spa has been approved (decision of 10 July 2024).
- BrickUp Srl, based in Bologna, has been authorised pursuant to Article 4-sexies.1 of Legislative Decree no. 58/1998 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. 23189 of 10 July 2024).
- Re-Lender Spa, based in Potenza, is authorised pursuant to Article 4-sexies.1 of Legislative Decree no. 58/1998 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 i), of Regulation (EU) 2020/1503 consisting in the intermediation in the granting of loans (resolution no. 23190 of 10 July 2024).
- Build Lenders Srl, based in Bologna, is authorised pursuant to Article 4-sexies.1 of Legislative Decree no. 58/1998 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 i), of Regulation (EU) 2020/1503 consisting in the intermediation in the granting of loans (resolution no. 23191 of 10 July 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:
- “EFS Lux” via the website www.efslux.com and its page https://client.efslux.com (resolution no. 23194 of 10 July 2024);
- “Finexleaders” via the website https://finexleaders.co (resolution no. 23196 of 10 July 2024);
- “OneCapital CFDS” via the website https://24cfdcap.net and its page https://client.24cfdcap.net (resolution no. 23197 of 10 July 2024);
- “Sigma Capital” via the website https://sigmacapitals.uk (resolution no. 23195 of 10 July 2024);
- “Algobot24” via the website https://algobot24.com and its page https://client.algobot24.com (resolution no. 23193 of 10 July 2024).
- The Head of the Corporate Governance Division of Consob, on the basis of the provisions of Article 147-ter of Legislative Decree no. 58/1998 and Articles 144-ter et seq. of the Issuers' Regulation, has determined the minimum investment for the presentation of the slates of candidates for the election of the board of directors and internal control bodies of the companies with end of the financial year as at 30 June 2024: Danieli Spa – Officine Meccaniche Danieli & C. and Mediobanca Spa (threshold identified at 1%); Juventus Football Club Spa and Società Sportiva Lazio Spa (threshold identified at 2.5%); Digital Bros Spa (threshold identified at 4.5%). The full text of management decision no. 111 of 10 July 2024 is available on the www.consob.it website, together with a table setting out the criteria used to determine the qualifying shareholding.