Weekly newsletter - year XXX - No. 28 - July 29, 2024 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for Scams! Abusive financial services: Consob blacks out 5 abusive websites
Sustainable finance: Consob's Call for Attention to Intermediaries. On Esg issues clear, concise, and understandable information even for less sophisticated clients
Consultation begins with the market on the amendments to the Issuers' Regulation on the approval of the prospectuses of non-equity securities
Reporting of merits by a company authorised to operate as an electronic money institution: answer to question
The latest Rapporto della Consob sulla Corporate Governance (Consob Report on Corporate Governance) has been published
Retex Spa – Benefit Company takeover bid of Alkemy Spa shares: Consob approves the bid document
Banca Popolare Etica Scpa: offer to the public for the subscription and sale of ordinary shares
Selection for the recruitment, with a fixed-term employment contract, of a director, with a journalist profile, to be assigned to the Rome headquarters of Consob
Hearing at the 6th Committee of the Senate of Mauro Bellofiore, Head of the Regulatory Office of Consob
- NEWS OF THE WEEK -
Consob has ordered the black-out of 5 new websites that offer financial services illegally.
The commission availed itself of the new powers resulting from the "Decreto Crescita" ("Growth Decree"; Law no. 58 of 28 June 2019, Article 36, paragraph 2-terdecies), on the basis of which Consob can order internet service providers to block access from Italy to websites offering financial services without the proper authorisation.
Below are the sites Consob has ordered to be blacked out:
- "Krakcoin Trading" (website www.krakcoin.co);
- Europe Investment Group Ltd (websites https://euroinvestgroup.co and https://euroinvestgroup.limited and its related pages https://cfd.euroinvestgroup.co and https://cfd.euroinvestgroup.limited);
- FX-Rocket Ltd and FX-Rocket Private Bank (website and its pages and);
- "IBSasset" (website https://ibsasset.co).
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 1130.
The measures adopted by Consob can be consulted on the website www.consob.it.
The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.
Consob draws investors' attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one's savings: these include, for websites that offer financial services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products, that a prospectus has been published.
Please note, there is a section on the homepage of the website www.consob.it, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.
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Consob has also prohibited, pursuant to Article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, the offer to the public of financial products made respectively by Amlight-italianinvestment via the websitewww.amlinght-italiaivestment.net, Shellinvestments via the website https://shellinvestment.net and Promo Art Invest Srl also via the Facebook page https://facebook.com/watch/promoartinvestsrl (resolutions no. 23220, 23221 and 23222 of 25 July 2024).
The Amlight-italianinvestment had already been suspended for a period of 90 days by resolution no. 23083 of 24 April 2024 (see "Consob Informa" no. 15 of 29.4.2024), Shellinvestments had already been suspended for a period of 90 days by resolution no. 23096 of 2 May 2024 (see "Consob Informa" no. 16 of 6.5.2024) and Promo Art Invest Srl had already been suspended for a period of 90 days by resolution no. 23117 of 14 May 2024 (see "Consob Informa" no. 18 of 20.5.2024).
Consob intervenes with a Call for Attention to Intermediaries, which must ensure increasingly clear, concise, and understandable information, even for less sophisticated clients, on sustainable finance issues related to Esg (Enviromental, Social, Governance). Clients' preferences and needs on these issues must, in addition, be effectively considered in investment suitability assessment and product governance.
In particular, Consob, in light of the monitoring activities conducted on the subject and the operational approaches reported, highlights some key elements worthy of careful consideration in the current stage of implementation of the regulatory framework of reference. The Call for Attention is accompanied by a list of first positive and negative operational practices that have effectively emerged, which may be useful to support intermediaries in adopting more consistent and evolved application methods, with a view to better compliance with the discipline.
The Call for Attention - which does not establish new rules but emphasizes prescriptions that are already in force - was appropriate due to the huge production of EU-based regulations, which has rapidly stratified over the past few years.
Similarly, in light of the recall, Consob will continue to exercise careful supervision of intermediaries to verify full compliance with the complex regulatory framework governing the subject of sustainable finance.
The Commission has launched a consultation with the market in relation to some changes to the Issuers' Regulation on the subject of prospectuses relating to "non-equity" securities. This is in order to ensure very fast authorisation times for this type of prospectus.
The Commission considered it appropriate to proceed with the regulatory implementation of the provision referred to in Article 95, paragraph 1, letter e) of Legislative Decree 24 February 1998 (Consolidated Law on Finance - TUF) on internal organisational and decision-making procedures for the adoption of the final act of approval of the prospectus: (i) identifying the subject, among the "personnel with managerial qualifications", to whom the responsibility for adopting the final act of approval of the prospectus is attributed; (ii) defining the objective scope of application of the regulatory intervention; (iii) providing for the exceptional cases in which the responsibility for approving the prospectus remains attributed to the Commission; (iv) establishing periodic information flows for the Commission.
a) Definition of personnel with managerial qualifications
It is proposed in the draft regulation under consultation to attribute the described responsibility to the Head of the Division responsible for the matter, consistently with the provisions of the Consob General Regulation of Administrative Proceedings adopted by resolution no. 18388 of 28 November 2012.
In the event of the absence or impediment of the Head of Division, the act of approval is adopted by their replacement, who also has a managerial qualification, appointed by the Commission, in compliance with the authorisation referred to in the aforementioned article 95, point e).
b) Objective scope of application
The attribution of responsibility for adopting the final act of approval of the prospectus to the Head of the Division responsible for the matter refers only to the following securities:
securities other than equity securities referred to in Article 2 (1) (b) of Regulation (EU) 2017/1129 ("Prospectus Regulation"), as well as any type of transferable security giving the right to acquire shares or other transferable securities equivalent to shares through the conversion or exercise of the rights granted by them, even if such transferable securities are not issued by the issuer of the underlying shares or by an entity belonging to the group of said issuer;
securities other than units or shares of UCITS.
It should also be noted that this proposal concerns the attribution of responsibility for the approval of prospectuses submitted in any form (in a single format or in the form of separate documents), considering the constituent parts (for example, the registration document) and the related supplements concerning the offer to the public and/or the admission to trading of securities other than equity securities.
The Universal Registration Document ("URD") is excluded from the regulatory intervention, with respect to which both the power of approval and review (Article 9, paragraphs 8 and 9, Prospectus Regulation) remain attributed to the Commission. This is because, on one hand, the URD is regulated by a specific regulation, on the other hand, it may also concern issues of equity instruments, which do not fall within the scope of the proposal.
c) Cases in which the responsibility for approval remains attributed to the Commission
Certain cases have been identified in which the power to approve prospectuses remains with the Commission.
These are in particular cases in which the responsibility could remain with the Commission, since:
1. there are elements of uncertainty about the business continuity of the issuer, as shown in the financial statements, the reports of the issuer's supervisory bodies or the report of the independent auditor;
2. the issue of securities covered by the prospectus is part of a corporate reorganisation/restructuring of the issuer or is subject to insolvency proceedings;
3. the issuer has submitted a formal request for omission from the prospectus of certain information that must be included therein pursuant to Article 18 of the Prospectus Regulation;
4. the approval is requested by a third-country issuer intending to offer securities to the public, or to apply for admission to trading in securities, using a prospectus drawn up in accordance with its national legislation, pursuant to Article 29 of the Prospectus Regulation;
5. the prospectus concerns securities with value and/or underlying referable to crypto-assets or derivatives of crypto-assets or complex derivatives with innovative structure.
Finally, the Commission retains all the additional powers provided for by the Prospectus Regulation and the TUF, including the powers of investigation, precautionary and sanctioning powers in matters of public offering and admission to trading.
d) Information flows to the Commission
The proposed attribution of responsibility entails the need to ensure an adequate flow of information between the Head of Division and the Commission, in order to ensure the supervision of the collegiate body on the exercise of the new powers attributed to the director in charge. This information flow also aims to ensure adequate coordination between the supervisory activity and the Commission's related responsibilities.
Comments on the consultation paper must be received online by Consob no later than 24 September 2024, via the Integrated System for External Users (SIPE).
Consob, in response to a question (Communication 0073137/24 of 24 July 2024), expressed its opinion on the "reporting of merits by a company authorised to operate as an electronic money institution in conjunction with the provision of technological and payment infrastructure to the reported parties".
Over time, Consob has already had the opportunity to clarify, by means of specific Communications, that the said reporting on merit, not being subject to reserve, as instead happens in reference to the promotion and placement of financial products and investment services to the public, is permitted by any person, even if not registered in any register.
Consob, in fact, has repeatedly specified that: "the mere reporting of the name and registered office of an authorised intermediary, as well as in the general announcing of the merits of the same, without carrying out any promotional or contractual activity in favour of or in the interest of the intermediary in relation to the services provided by the same does not represent an effective offer of securities intermediation services" (Communication no. DIN/2049119 of 15 July 2002).
On the other hand, "hosting ‘banners' on web pages may, also in relation to the context in which they are placed, constitute the "promotion or remote placement" of the investment services provided by the intermediary to whose site they are directed, if the messages contained therein are suitable for establishing forms of dialogue or interaction with users or are of a trading nature (Communication no. DIN/10077002 of 17-09-2010).
These principles, mutatis mutandis, are also applicable in the event that the host interface of the "banners" and/or similar tools (such as electronic buttons, pop-ups, subsections, etc.) is not already a website but, as in the case in point, an app for mobile devices containing specific sections whose contents, although not entirely referable to the owner of the app, are functionally directed to the conclusion of contracts with investors and, therefore, are preparatory to establishing forms of direct interaction between the users of the app and the intermediary for the use of services and the purchase of products in a more direct and rapid manner than those available to those who directly access the website and/or the app of the reported intermediary.
The operating model submitted to the attention of Consob would be characterised by the existence of mechanisms and highly dynamic functional solutions that seem to allow the user who accesses the reporter's app to directly enter into the contract with the partner intermediary since, starting from the section of the app containing the information relating to the reported party, it would be possible, in a few simple clicks, to complete the investment contract with said intermediary, remaining, in fact, within the same virtual starting environment (even if characterized by a partially different layout) and using the electronic money held in one's own account with the company for the management of the related economic relationships.
Consob therefore believes that in the operating model in question, the company's multi-service technological platform would make available functions that redirect users to contents and procedures that would lead, accompanying the user, to the conclusion of the contract with the partner intermediary since the app user would have the possibility of first accessing a section of the platform where they find a presentation of the product/intermediary and then from there they would be redirected to a subsequent virtual environment for onboarding, only formally distinct from the first since, even if managed by the company's partner intermediary, it would be hosted within the same app of the company to which customers normally access for the use of the electronic money services offered by the company in the context of its core activity.
This would result in an operating model in which the company would not be limited to merely reporting the name and headquarters of an intermediary and the general statement of the merits of the same, but would also "provide technological infrastructure" to the partners as well as the "payment infrastructure".
In this sense, it would seem to be an activity in which the company would become a necessary and indispensable subject for the (indirect) supply to its customers of the products/services of the partner subjects.
In fact, within the sections of the app managed by the same company, customers would be guided, along a step-by-step path that would lead continue, without interruption, in the same virtual environment, up to the subscription of the partner's product/service without it being necessary to leave the company's app and/or proceed to a specific registration with the partner, since customers would draw directly on the electronic money held in their accounts opened with the company for the management of economic relations with the intermediary in relation to the services and/or products subscribed.
The circumstances considered above seem generally to represent symptomatic indicators of a direct involvement of the company in the establishment of a much more significant relationship between customer and partner intermediary more significant than the activity, not subject to reservation, consisting of the mere "reporting of the name and registered office of an authorized intermediary, as well as the general statement of the merits of the same, without carrying out any promotional or contractual activity in favour or in the interest of the intermediary".
In light of the above considerations, Consob believes that the operating model envisaged by the company in question would, in fact, have distinctly promotional characteristics as it would allow an immediate and direct interaction with the user within a multi-stage process aimed at concluding the contract with the partner intermediary. This interaction seems suitable, therefore, to assume a "pre-trading"/"quasi-trading" nature typical of the promotional activity for which authorisation is required to provide the placement investment service.
The attention of the Boards of Directors of Italian companies listed on the Stock Exchange for sustainability issues is growing, while gender imbalances in top management bodies with a female presence on the boards beyond the minimum percentage set by law are attenuated. Shareholders' participation in the shareholders' meetings is increasing. On the other hand, the situation of ownership structures is stable, which confirms the incontestability of company control.
These, in summary, are some of the main elements taken from the snapshot of 2023 in the latest Report on the corporate governance of Italian companies listed on Piazza Affari, published by Consob.
The growing interest in the complex ESG (Environmental, Social and Governance) world is reflected in the increase in the so-called board committees, established within the Boards of Directors.
Of particular note is the increase in the number of sustainability committees, at the end of 2022 in 123 companies representing 94.5% of the market capitalisation. Five years earlier, in 2017, only 45 companies, equal to 61% of the capitalisation, had set up a sustainability committee.
At the same time, the presence of women in the management and control bodies of listed companies has also increased. At the end of 2023, the share of administrative positions held by women reached 43% against a minimum threshold of 40% prescribed by law. However, the presence of women in top positions, i.e. in the position of chief executive officer (20 cases) and chairman (31), remains a minority; however, these figures are up compared to the corresponding data for 2019, respectively 17 and 26.
The reduction in gender imbalances has led, among other things, to a rise in the level of education and a diversification of the professional background in top management bodies.
As for the shareholders' meetings, the Report - now in its twelfth edition – shows an average participation rate of 78% of the capital for the 100 highest-capitalisation companies, the highest level since 2012, the first year it was recorded. The presence of foreign institutional investors decreased, in shareholders' meetings in 2023, to 18.2% of the capital (from 19.3% a year earlier), while the share of Italian institutional investors increased slightly (3% in 2023, up the previous 2.6%).
The snapshot in the Report confirms the high concentration of ownership that characterises the domestic financial system.
In 2023, the share of the largest shareholder was 49% on average, in line with the value in 2021 and up slightly from 46% in 2011.
The number of institutional investors in the shareholding of Italian listed companies, present in 51 companies, fell in 2023 (-24% compared to 64 in 2019). The decrease concerns, in particular, foreign institutions, which appear in 40 companies compared to 55 in 2019, while the presence of Italian institutions is slightly increasing, in 17 companies (14 in 2019).
The document relating to the voluntary full takeover bid launched, pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 1998, by Retex Spa - Benefit Company on a maximum of 5,685,460 Alkemy Spa shares listed on the Euronext Milan market, Star segment, organised and managed by (resolution no. 23215 of 24 July 2024) has been approved by Consob.
The offer concerns 100% of the share capital of Alkemy and is aimed at delisting the issuer; the unit consideration offered is equal to EUR 12 cum dividend. On the reference date (31 May 2024, i.e. the stock market trading day preceding the announcement date), the official price of the shares was EUR 9.93 and the closing price of the shares was EUR 9.68. Therefore, the consideration incorporates a premium of 20.87% with respect to the official price of the shares on the reference date and 23.97% with respect to the closing price of the shares on the reference date.
As agreed between the bidder and Borsa Italiana, the subscription period for the bid will begin on 19 August 2024 and end on 20 September 2024, inclusive. This term may be reopened from 30 September to 4 October 2024.
(Direct) merger is envisaged both as a possible means for delisting and as a result of delisting.
Retex, i.e. the bidder, is the head of the Retex group and operates, directly and indirectly (through the other companies in the group), in the marketing technology sector (so-called "MarTech"), managing all relationship models between brands and customers, in a range of sectors (for example, fashion & luxury; consumer retail & food service; and direct-to-consumer). It is controlled by FSI Sgr Spa (in the name and on behalf of the alternative investment fund "FSI II").
The issuer and the group headed by it were founded in 2012 and operate in the field of technological and digital innovation, offering services aiming to improve the market position and competitiveness of large and medium-sized companies. As at the date of the bid document, the Alkemy group operates both in Italy and abroad (in particular, in Spain, Mexico, the USA and the Balkans) with 11 offices (Milan, Turin, Rome, Naples, Potenza, Cagliari and Rende (Cosenza), Madrid, Belgrade, Mexico City and New York).
As reported in the document, the following hold a significant stake, pursuant to Article 120 of the Consolidated Law on Finance, in the share capital of the issuer: Duccio Vitali (11.45% of the share capital); Riccardo Cesare Lorenzini (6.25% of the share capital); Tamburi Investment Partners Spa (7.48% of the share capital); Chip Merchan Capital Limited (6.69% of the share capital). Alkemy holds 58 treasury shares equal to 0.001% of its share capital.
On 3 June, the bidder and Duccio Vitali (shareholder and chief executive officer of Alkemy) signed an agreement containing relevant provisions pursuant to Article 122 of the Consolidated Law on Finance relating to the issuer, concerning, inter alia, the commitment to sign up to the bid by Duccio Vitali (with his 11.45% share of the capital of Alkemy) and the reinvestment by DV of 50% of the gross income deriving from signing up to the bid in the bidder. In addition, some Alkemy shareholders, who are part of the top management of the issuer, have each made separate commitments to the bidder to sign up to the bid for a total of 2.49% of Alkemy's share capital. The membership commitments concern, in total, 792,674 shares, equal to 13.94% of Alkemy's share capital.
The effectiveness of the bid is conditioned, inter alia, on the achievement of a threshold of subscriptions such as to allow the bidder, together with the persons acting in concert, to reach a total shareholding of more than 90% of the share capital of the issuer, counting in the shareholding also the shares held by the persons acting in concert, the treasury shares held by the issuer, as well as any shares purchased by the bidder and/or by the persons acting in concert, in accordance with the applicable legal and regulatory provisions (the "threshold condition").
In the event that the "threshold condition" does not occur, the bidder reserves the right to waive it and to purchase a smaller quantity of the issuer's shares.
As mentioned, the bid is aimed at delisting the issuer. If the bidder (together with the persons acting in concert) comes to hold – as a result of the subscriptions to the bid and/or any purchases made outside the bid itself - a shareholding of more than 90% of the issuer's capital (and, therefore, the delisting can be achieved as a result of the fulfilment of the purchase obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, and/or the joint procedure), the bidder reserves the right to propose the merger of the issuer into the bidder or into another unlisted company belonging to the Retex group to the competent corporate bodies of the issuer. In this case, the shareholders of the issuer who have not participated in the resolution approving the merger would be entitled to exercise the right of withdrawal upon the recourse of one of the cases provided for in Article 2437 of the Italian Civil Code (except for the cases referred to in Article 2437, paragraph 2, of the Italian Civil Code, as provided for in Article 10 of the Articles of Association), as a result of the adoption by the company resulting from the merger (i.e. the bidder or another non-listed company of the Retex group) of company by-laws substantially different from those currently in force; the liquidation value of the shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 2, of the Italian Civil Code.
The Commission has approved the prospectus relating to the offer to the public for the subscription and sale of ordinary shares of Banca Popolare Etica (BPE) Scpa.
The offer is part of a campaign to broaden the bank's membership base and strengthen its capital. According to the prospectus, the capital strengthening will aim to maintain the current level of capital requirements and support the development of the uses.
The prospectus transaction concerns ordinary shares of Banca Popolare Etica and includes both a public subscription offer for newly issued shares and a public offering to sell the treasury shares held by the same issuer. There is no maximum amount of newly issued shares nor a set amount of treasury shares to be sold, as the issuer is making the offer pursuant to Article 19 of the by-laws, Articles 2524 and 2528 of the Italian Civil Code as well as the Bank of Italy's Supervisory Instructions, which give the Board of Directors the possibility to carry out extraordinary campaigns to expand the membership base, and therefore without setting a minimum or maximum limit on the share capital increase.
The issuer, however, has estimated realising a capital increase of EUR 6 million as part of the offer.
Although the funding target is below the minimum threshold of EUR 8 million for the purpose of preparing and approving an offer prospectus, the issuer has submitted an application for approval of the prospectus to Consob since the same BPE has expressed the intention to request, as in previous years, the prospectus "passport", for the purpose of launching the offer also in Spain where the issuer has a branch. In addition, since no maximum amount of newly issued shares or fixed amount of treasury shares to be sold has been set, the assumed collection target of EUR 6 million could be exceeded as a result of the offer and therefore exceed the minimum limit of EUR 8 million.
The offer runs from 1 August 2024 to 24 March 2025 in Italy and from 10 August 2024 to 24 March 2025 in Spain. The offer takes place in monthly offerings: the shares that are the subject of the offer will be issued by resolutions of the board of directors of the issuer within one month from the end of the monthly offer period in which the acceptance of the offer was completed.
Those who make a subscription request for a minimum of 20 shares or multiples of 20 will be entitled to obtain, free of charge, one or more bonus shares for every 20 shares subscribed.
The offer price is EUR 63 per share, corresponding to the face value of EUR 52.50 plus a share premium of EUR 10.50 for each share, as approved by the shareholders' meeting at the time of approval of the financial statements at 31 December 2023.
Banca Popolare Etica, founded in 1999, conducts credit intermediation, provides investment services and activities and carries out insurance distribution activities through 471 employees, 21 branches in Italy and a branch in Spain.
It is the parent company of the group of the same name and performs the functions of direction, governance and unitary control over the two subsidiaries Etica SGR Spa and CreSud Spa.
It is registered in the Register of banks and banking groups held by the Bank of Italy as well as in the Register held by Ivass and in particular in section D dedicated to financial intermediaries authorized to distribute third-party insurance products.
As at 30 April 2024, the share capital of the issuer, which is variable due to the bank's nature as a cooperative society, was distributed among 48,344 members. In terms of capital shares, at this date, the non-natural person shareholder with the highest shareholding held 14,602 shares, for a share of 0.83%, while the natural person with the highest shareholding held 6,918 shares, for a share of 0.39%.
The prospectus outlines the risks regarding the issuer, the sector in which it operates, and the financial instruments concerned in the offer. In particular, it is stated that the shares are not listed on a regulated market or on an MTF nor does the issuer make repurchase commitments.
Therefore, investors may find it impossible to resell their shares to third parties or may find it difficult to sell the shares in a reasonably short time or at prices in line with their expectations and consequently find themselves having to accept a price even significantly lower than the subscription price, until the full value of the shares is cancelled.
Consob has announced a selection, based on qualifications and exams, to recruit, with a fixed-term employment contract, for a duration of five years, renewable only once, a Director, in the field ofArea Manager law and High Professionalism, with a journalist profile, to be assigned to the Rome headquarters (resolution no. 23152 of 12 June 2024).
The application must be submitted within the final deadline of 18:00 (Italian time) on 20 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 in the selection are not allowed.
In order to participate in the selection, it is necessary to have a certified e-mail address (PEC).
To participate in the selection candidates must, among other things, meet the following requirements:
second cycle degree or 4-year degree in the previous system (participation is permitted to holders of qualifications obtained abroad or foreign qualifications obtained in Italy, recognised as equivalent according to current legislation, to one of the qualifications indicated above for the purposes of participation in public competitions);
registration for at least five years with the National Association of Journalists – List of professionals (candidates must be registered on the deadline for the submission of applications for participation in the selection);
work experience, not less than five years, as at least an editor in economic-financial newspapers (the work experience criterion must be met on the date for the submission of applications for participation in the selection or must have ceased no later than six months from that date). To calculate the five-year time requirement, periods of not less than six full months each may be accumulated.
The selection is divided into the assessment of qualifications and an interview. The interview, which will take place in Rome, is aimed at ascertaining the knowledge and technical-professional requirements necessary for the performance of the functions of the post to be filled and is considered passed if the candidate has a score of not less than 21/30.
The selection notice is published in the Official Gazette of the Republic – IV Special Series of Competitions and Examinations - of 26 July 2024; a summary notice relating to the selection notice will also be published in the "inPA" portal (https://www.inpa.gov.it/).
At the same time, it will be possible to view the selection notice on Consob's institutional website at https://www.consob.it/web/area-pubblica/lavorare-in-consob.
On July 24, at the 6th Committee (Finance and Treasury) of the Senate of the Republic, the hearing of Mauro Bellofiore, Head of the Regulatory Office, Regulatory Strategies Division of Consob, took place as part of the examination of Government Act no. 172 "Scheme of a legislative decree adapting national legislation to the provisions of Regulation (EU) 2023/1114, relating to the crypto-asset markets and amending Regulations (EU) no. 1093/2010 and (EU) no. 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937"
The text of the hearing is published on Consob's website at: https://www.consob.it/web/area-pubblica/auditions.
- Reporting of merits by a company authorised to operate as an electronic money institution in conjunction with the provision of technological and payment infrastructure to the reported parties: answer to question (communication 0073137/24 of 24 July 2024).
- The document relating to the voluntary full takeover bid launched, pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 1998, by Retex Spa - Benefit Company on a maximum of 5,685,460 Alkemy Spa shares listed on the Euronext Milan market, Star segment, organised and managed by (resolution no. 23215 of 24 July 2024) has been approved.
- The prospectus relating to the offer to the public for the subscription and sale of ordinary shares of Banca Popolare Etica (BPE) Scpa (decision of 24 July 2024) has been approved.
- The Information Note on the program for the offer to the public of zero coupon securities issued by Banca di Desio and Brianza Spa has been approved, at a fixed rate, at an increasing fixed rate (step up), at a blended rate and possibly in green bond format (decision of 24 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:
- Krakcoin Trading via the website www.krakcoin.co (resolution no. 23224 of 25 July 2024);
- Europe Investment Group Ltd via the websites https://euroinvestgroup.co and https://euroinvestgroup.limited and its pages https://cfd.euroinvestgroup.co and https://cfd.euroinvestgroup.limited (resolution no. 23226 of 25 July 2024);
- FX-Rocket Ltd and FX-Rocket Private Bank via the website and its pages and (resolution no. 23225 of 25 July 2024);
- IBSasset via the website https://ibsasset.co (resolution no. 23223 of 25 July 2024).