News of the week:
Consob's annual meeting with the financial market
€165 million returned to investors' pockets over eight years The Alternative Financial Dispute Resolution Scheme balances the books - After the emergency phase, activity moves towards normal functioning
Memorandum of Understanding between Consob and Bank of Italy on Alternative Dispute Resolution Mechanisms
Watch for scams! Financial fraud: Consob blacks out 7 unauthorised websites
Unicredit exchange tender offer on BPM shares and Unicredit capital increase serving the exchange tender offer: Consob approves the offer document and the capital increase prospectus
Partial voluntary takeover bid launched by Cairo Communication Spa on ordinary shares issued by Cairo Communication Spa itself: Consob approves the bid document
Monrif Spa shares: Consob determines the consideration for the commitment to buy and approves the information sheet
FinTech Committee - Public consultation of the Ministry of Economy and Finance (MEF) is underway to simplify access to the sandbox and promote responsible innovation in digital finance

Commission decisions
Management decisions

- NEWS OF THE WEEK -

On Friday 20 June 2025, CONSOB's annual meeting with the financial market will be held. The meeting is at 11:00 in Milan in Piazza Affari at the headquarters of Borsa Italiana in Palazzo Mezzanotte. The meeting will bring the celebrations for the 50^th Anniversary of the Authority to a close. The live stream will be provided.

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€165 million over eight years in the pockets of investors who from 2017 to the present date have turned to the Alternative Financial Dispute Resolution Scheme (ACF), the body set up at Consob for the out-of-court settlement of disputes between intermediaries and their clients.

It was one of the central figures provided in the Annual Report of the ACF in 2024, presented on 3 April 2025 at Consob premises in Rome by Gianpaolo Eduardo Barbuzzi, Chairman of the ACF. Since the system was established, in 2017, the approximately 12,000 investors who have chosen to rely on the ACF have received repayments equal to an average of €20.6 million per year.

The results show, among other things, the growth in the economic magnitude of the compensation claims submitted to the ACF. For the first time, the average value of the investors' applications reached a record figure of over €70,000. At the same time, the Report highlights that, despite appeals to the ACF being completely free of charge, the percentage of those who prefer to be assisted by a lawyer was increasing in 2024 (to 68.2% from 60% in 2023).

More specifically, after years in which the ACF's rulings mostly upheld investors' requests (on average in 63% of cases), in 2024 this figure fell to 49.7%. The average amount of reimbursements paid also fell (9.4 million from 13.3 million in the previous year). The number of appeals (961) was stable, almost unchanged compared to 2023, but halved compared to the peak of almost 2000 appeals, recorded between 2017 and 2018. The trend expressed by this data is attributable to overcoming the emergency phase that characterised various episodes of "betrayed savings" linked to the banking crises of recent years. With this, the role of the ACF moves towards normal functioning after the abnormal conditions of the past.

The rate of voluntary implementation of ACF decisions by intermediaries remains very high (92.5%), considering that ACF rulings are not binding. The increase in cases of early termination of proceedings following agreements between the parties (179 in 2024 compared to 124 in 2023) was also positive (+44.4%).

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Consob and the Bank of Italy have signed a new Memorandum of Understanding with the aim of strengthening cooperation between the ACF (Arbitro per le Controversie Finanziarie) and the ABF (Arbitro Bancario Finanziario) and pursuing a higher and more effective level of customer protection. The new Protocol also promotes the exchange of information between the two alternative dispute resolution (ADR) systems on matters of common interest and on the coordination mechanisms useful for guiding customers in the identification of the competent body."

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Consob has ordered the black-out of 7 new websites offering illegal services on financial instruments or providing illegal services for crypto-assets. In particular, Consob has ordered the blackout of 4 abusive financial intermediation sites and 3 sites through which services for crypto-assets are illegally provided.

The Authority availed itself of the powers deriving from the "Decreto Crescita" (converted from Law no. 58 of 28 June 2019) regarding the blackout of the websites of abusive financial intermediaries as well as the powers introduced by the MiCAR regulation (Regulation (EU) 2023/1114 and Legislative Decree no. 129 of 5 September 2024) regarding the blackout of the websites through which crypto-asset services are provided to Italian savers without the prescribed authorisations.

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

- "Finanza Expert" (website https://finanzaexpert.com and its pages https://clients.finanzaexpert.com and https://trading.finanzaexpert.com);

- "Cmswiss" (website https://cmswiss.com and its page https://webtrader.cmswiss.com);

- "Aspect-Markets" (website https://aspect-markets.cc and its pages https://aspect-markets.online and https://web.aspect-markets.trade);

- "UCapital Trading" (website https://ucapitaltrading.com and its page https://clients.ucapitaltrading.com);

- "Caa871" (website https://caa871.it);

- "Sdf837" (website https://sdf837.it);

- "SYBZ" (website https://sybzgroup.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 1275.

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 and crypto-assets, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products and crypto-assets, that a prospectus or white paper has been published.

Please note, there is a section on the homepage of the www.consob.it website, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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Consob has approved the document relating to the full voluntary exchange tender offer, following the issuance of a series of prior sector authorisations required for the offer, including those of the ECB, the Bank of Italy and IVASS, last received on 28 March 2025, Consob has approved the document relating to the full voluntary exchange tender offer launched, in accordance with Articles 102 et seq. of Legislative Decree No. 58 of 1998, by Unicredit Spa on 1,515,182,126 ordinary shares issued by Banco BPM Spa and has approved the prospectus, in tripartite format, consisting of a registration document, a securities note and a summary, relating to the capital increase of Unicredit Spa, serving the exchange tender offer.

The aim of the offer is the delisting of the BBPM shares.

Banco BPM Spa, head of the Banco BPM banking group, was established on 1 January 2017, from the merger between Banco Popolare (itself the result of the merger, in 2007, between Banco Popolare di Verona e Novara and Banca Popolare Italiana, formerly Popolare di Lodi) and Banca Popolare di Milano, at the time two of the main Italian cooperative banks. The share capital consists solely of ordinary shares, admitted to trading on the Euronext Milan regulated market.

At the date of the offer document, the shareholders holding more than 3% in Banco BPM are Crédit Agricole SA (9.904%) which also holds a long position, declared pursuant to Article 119 of the Issuers' Regulation, equal to 5.200%, Deutsche Bank AG (5.181%), JP Morgan Chase & Co. (3.057%) and BlackRock Inc. (5.037%).

The bidder, UniCredit Spa, the parent company of the UniCredit banking group, is a "pan-European" commercial bank operating in the following main geographical areas: i) Italy; ii) Germany; iii) Central Europe (including Austria, Czech Republic and Slovakia, Hungary, Slovenia) and Eastern Europe (including Bosnia and Herzegovina, Bulgaria, Croatia, Romania and Serbia); and iv) Russia. The company's share capital consists solely of ordinary shares, admitted to trading on the Euronext Milan regulated market, as well as on the official market of the Frankfurt Stock Exchange, and the Warsaw Stock Exchange. As at the date of the offer document, the shareholders holding more than 3% in UniCredit were BlackRock (5.120%), Capital Research and Management Company (5.163%) and FMR LLC (3.102%).

Unicredit, with press release 102 of 25 November, announced its intention to launch a full voluntary exchange tender offer on all the ordinary shares of Banco BPM (the "Issuer"), a company with shares admitted to trading on Euronext Milan, that is, on the maximum total of 1,515,182,126 ordinary shares of BPM, including the 13,806,714 treasury shares held by the Issuer at the date of the offer document, corresponding to approximately 0.91%.

On 30 March 2025, the Board of Directors of Unicredit – exercising the proxy approved by the shareholders' meeting of Unicredit on 27 March 2025 - resolved to increase the share capital, in a divisible manner, with the exclusion of the stock option, an increase in the share capital for a maximum amount of €3,828,060,000.00, plus a surcharge, with the issue of a maximum number of 278,000,000 ordinary shares to be released by contribution in kind, serving the exchange tender offer ("capital increase").

The consideration to be paid by the bidder to each subscriber to the exchange tender offer is represented by 0.175 Unicredit shares, resulting from the capital increase serving the offer, for each Banco BPM share tendered in acceptance of the offer and purchased by the bidder.

In the event of full subscription to the offer, that is, all BPM shares, this means at the date of the offer document, the 1,515,182,126 shares covered by the offer are tendered in acceptance of the offer, they will be allocated to the subscribers as a total consideration, based on the exchange ratio. This corresponds to a total of 265,156,873 UniCredit shares deriving from the capital increase for the offer, corresponding to approximately 13.94% of the bidder's shares, calculated assuming full subscription and payment of the capital increase for the offer (fully diluted) and based on the number of the bidder's shares, without prejudice to any adjustments concerning the possible ‘decoupling' of the respective dividends of the bidder and issuer.

On the basis of the official price of the bidder's shares recorded at the close of business on 22 November 2024 (the last trading day prior to the date of the bidder's notice) equal to €38.0416, the unit consideration of the offer expresses a unit monetary value of €6.657 (rounded to the third decimal place) for each share of the issuer and therefore, in the event of a scenario of full subscription of the offer, the total monetary consideration of the offer will be €10,086,832,606.

The subscription period was agreed by Unicredit with Borsa Italiana with the commencement of the offer on 28 April and the end on 23 June 2025 (inclusive), unless it is extended, and the payment date is set as 1 July 2025.

The effectiveness of the offer is subject to the occurrence of a series of conditions of effectiveness including that the bidder comes to hold upon completion of the offer – as a result of subscriptions to the offer and/or any purchases made outside the offer itself pursuant to the applicable legislation during the subscription period – a stake equal to at least 66.67% of the share capital of the issuer (the "Threshold Condition"). However, the bidder reserves the right to partially waive the condition, provided the stake that the bidder comes to hold upon completion of the offer is in any case at least equal to 50% of the share capital plus 1 (one) share of the issuer (the latter threshold cannot be waived).

As mentioned, the offer is aimed at the delisting of the shares of the target, BBPM, as well as integrating it into the bidder's group by merger. In fact, it is envisaged that following the completion of the offer, the bidder intends to proceed, subject to approval by the competent corporate bodies and having obtained the necessary authorisations from the competent authorities, with the commencement of the activities aimed at the merger by incorporation of the issuer into the bidder (the "merger"), if need be also in the absence of the prior delisting of the shares covered by the offer from trading on Euronext Milan, in order to allow the full and more effective integration of its activities with those of the issuer itself. The merger does not in any way give rise to the right to withdrawal.

In the event that, upon completion of the offer, the bidder comes to hold – as a result of the subscriptions to the offer and/or of any purchases made outside the offer itself pursuant to the applicable legislation during the subscription period – a total stake of greater than 90% but less than 95% of the share capital of the issuer, the bidder hereby declares that it will not restore the float and it will fulfil the commitment to buy the remaining shares covered by the offer, (the "Commitment to Buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance"), with subsequent delisting.

In the event that - as a result of the subscriptions to the offer and/or of any purchases made outside the offer and/or in implementation of the commitment to buy procedure pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance - the bidder comes to hold a total stake of greater than or equal to 95% of the share capital of the issuer, the bidder hereby declares its willingness to make use of the right to buy on the remaining shares concerned by the offer pursuant to Article 111 of the Consolidated Law on Finance (the "Right to Buy").

The consideration for the procedures specified above will be determined in accordance with the law and will provide for the possibility for the shareholder to request payment in cash instead of in Unicredit securities.

The issuer's statement, containing all data useful for evaluating the offer and assessing the issuer of the offer, approved by the issuer's Board of Directors, will be published before the offer subscription period begins.

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Pursuant to Article 102, paragraph 4, of the Consolidated Law on Finance, Consob has approved the Document relating to the partial voluntary takeover bid launched by Cairo Communication Spa on a maximum number of 24,194,987 Cairo ordinary shares, representing 18% of the share capital of Cairo Communication Spa itself, for a consideration of €2.9.

The Bid consists of a buyback transaction by the Issuer carried out through a takeover bid and was authorised by the Ordinary Shareholders' Meeting of the Issuer, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, on 25 March 2025.

In the case of a partial takeover bid, in which the subscriptions of the offerees exceed the amount of Shares covered by the bid, the Issuer will initiate an allocation procedure with the application of a special coefficient, which will be communicated at the end of the bid subscription period. In the event of full subscription to the bid (excluding the 779 treasury shares representing 0.001% of the Issuer's share capital and the 69,649,046 held, directly and indirectly, by Urbano Roberto Cairo, in relation to which he has declared that he himself does not intend to submit them for subscription in the bid), the Allocation Coefficient would be 37.4%.

The maximum overall amount of the bid, calculated in the event of full subscription to the bid, is €70,165,462.30.

The bid is contingent only on the absence of an adverse or prejudicial event on the Issuer or its Group, within the first Open Stock Exchange Day after the end of the Subscription Period (so-called MAC Condition).

The subscription period will run from 7 April to 7 May 2025 (inclusive), unless it is extended. The payment date is scheduled for 14 May 2025.

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The consideration for the implementation of the commitment to buy relating to ordinary shares issued by Monrif Spa, arising from Monti Riffeser Srl, and from the persons acting in concert with it has been determined by Consob as €0.0540 for each ordinary share, which has also approved the information sheet for the implementation of the commitment to buy relating to the shares issued by Monrif Spa.

On 26 September 2024, Monti Riffeser, in accordance with the provisions of the Co-Investment Agreement, announced that it had taken the decision to launch the bid for a maximum of 47,139,336 shares, equal to 22.830% of the share capital of the Issuer and 18.444% of the voting rights, and corresponding to all of the Issuer's Shares, minus: (i) the 2,668,880 treasury shares representing 1.293% of the share capital of Monrif held by the Issuer (the "Treasury Shares"); as well as (ii) the total 156,673,400 shares, corresponding to 75.877% of the share capital and 81.555% of the exercisable voting rights, held by Monti Riffeser, the minority shareholders and the other Persons acting in concert, at a consideration per share equal to €0.0500 (the "Consideration").

In view of the fact that the overall maximum amount of the bid was equal to €2,716,759.85 and, therefore, lower than the threshold of €8 million referred to in the combined provisions of Articles 100, paragraph 3, letter c) of the Consolidated Law on Finance and Article 34-ter, paragraph 1, letter c) of the Issuers' Regulation, the document relating to the bid, published voluntarily by the bidder, has not been submitted to Consob for approval.

The subscription period for the bid ran from 14 October to 29 November 2024. On the basis of the final outcome communicated by the bidder on 4 December 2024, taking into account the shares tendered in acceptance of the bid, the stake already held by Monti Riffeser and the persons acting in concert, as well as the additional purchases made on the market during the subscription period, on the aforementioned date, the bidder came to hold a total of 180,359,480 shares, equal to 87.349% of the share capital of the Issuer. Therefore, upon completion of the bid the conditions of the commitment to buy and, subsequently, of the delisting had not been met.

After the conclusion of the bid, Monti Riffeser continued to buy shares on the market for a fee not exceeding €0.0500. Finally, on 12 February 2025, Monti Riffeser stated that it had bought a total of 2,861,040 shares, representing 1.386% of the Issuer's share capital (the "Purchase"), at a price per share of €0.0540. With the same statement, Monti Riffeser communicated its intention to pay those who subscribed to the bid an additional amount on top of the consideration already paid as part of the bid.

The execution of the Purchase – together with the additional purchases made on the market and taking into account the stake already held by Monti Riffeser – has led to the achievement by the same (together with the persons acting in concert) of a total stake of 184,441,896 shares, corresponding to 89.326% of the share capital of the Issuer, as well as 90.619% of the share capital including the treasury shares; this circumstance has led to: (a) exceeding the 90% threshold provided for in Article 108, paragraph 2, of the Consolidated Law on Finance; and (b) subsequent emergence, for Monti Riffeser and the persons acting in concert, of the conditions of the commitment to buy (i.e. commitment to buy, from the shareholders of Monrif who so request, all the outstanding remaining shares - the "Remaining Shares"), Monti Riffeser having declared that it does not intend to proceed with restoring a float sufficient to ensure the regular trading of the shares.

In the statement of 12 February 2025, Monti Riffeser therefore announced - in accordance with the provisions of the bid document – its intention to comply with the commitment to buy, publishing the information sheet approved by Consob pursuant to Article 50, paragraph 4, of the Issuers' Regulation and on the basis of the consideration determined by Consob itself pursuant to Article 50, paragraph 7, of the Issuers' Regulation.

The period for submitting sale requests will begin on 7 April and end on 29 April 2025, inclusive (unless it is extended). On the stock market trading day following the payment date, 8 May 2025 (unless the period for submitting sale requests is extended) the delisting of the Monrif shares is envisaged, unless the conditions of the Joint Procedure are met. In this case, pursuant to Article 2.5.1 of the Euronext Milan Regulation, Borsa Italiana will order the delisting of the Monrif shares taking into account the time-frames provided for the exercise of the right to buy pursuant to Article 111 of the Consolidated Law on Finance.

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The public consultation on the new MEF draft Regulation aimed at simplifying the process of selection and access to FinTech experimentation (so-called regulatory sandbox) is now open, with the aim of promoting responsible innovation in digital finance.

The draft was developed within the FinTech Committee, following a technical discussion with the Supervisory Authorities of the financial system (Bank of Italy, Consob and IVASS), and will replace Decree No. 100 of the MEF of 20 April 2021, implementing Article 36 of Decree-Law No. 34 of 30 April 2019, converted with amendments by the Law of 28 June 2019.

The new draft introduces three types of experimentation (in a real, predefined and simulated environment), adjusting the applicable discipline and the documentation obligations required of participants in a logic of proportionality.

The consultation is carried out by Office IV – Directorate V of the Department of the Treasury. The deadline for submitting observations is 16 May 2025.

For more information, please refer to the Ministry of Economy and Finance (MEF) website: Public consultation on the draft Regulation regarding the FinTech Committee and FinTech Experimentation - MEF Department of the Treasury.

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- The document relating to the full voluntary exchange tender offer launched, pursuant to Articles 102 et seq. of Italian Legislative Decree No. 58 of 1998, by Unicredit Spa, on ordinary shares issued by Banco BPM Spa (Resolution no. 23492 of 1 April 2025) has been approved.

- The document relating to the partial voluntary takeover bid launched, pursuant to Articles 102 et seq. of Italian Legislative Decree No. 58 of 1998, by Cairo Communication Spa, on ordinary shares issued by the same Cairo Communication Spa (resolution no. 23493 of 1 April 2025) has been approved.

- The consideration for the implementation of the commitment to buy relating to the ordinary shares issued by Monrif Spa, arising from Monti Riffeser Srl, and from the persons acting in concert with it has been determined as €0.0540, and the information sheet for the implementation of the commitment to buy relating to the shares issued by Monrif Spa has been approved (resolutions no. 23495 and 23494 of 1 April 2025).

- The prospectus has been approved, in tripartite format, consisting of a registration document, securities note and summary, relating to the capital increase of Unicredit Spa, serving the exchange tender offer (decision of 1 April 2025).

- The marketing in Italy of units of the non-reserved European long-term investment fund, feeder type, Amundi AgrItaly PIR III has been authorised, pursuant to Article 4-quinquies.1 of Legislative Decree No. 58/98, operated by Amundi Sgr Spa (decision of 1 April 2025).

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:

- "Finanza Expert" via the website https://finanzaexpert.com and its pages https://clients.finanzaexpert.com and https://trading.finanzaexpert.com (resolution no. 23497 of 1 April 2025);

- "Cmswiss" via the website https://cmswiss.com and its page https://webtrader.cmswiss.com (resolution no. 23498 of 1 April 2025);

- "Aspect-Markets" via the website https://aspect-markets.cc and its pages https://aspect-markets.online and https://web.aspect-markets.trade (resolution no. 23496 of 1 April 2025);

- "UCapital Trading" via the website https://ucapitaltrading.com and its page https://clients.ucapitaltrading.com (resolution no. 23499 of 1 April 2025).

Order, pursuant to Article 94(1)(h) of Regulation (EU) 2023/1114 ("MiCAR") and Article 4(1) of Italian Legislative Decree no. 129/2024 to cease the infringement of Article 59 of the MiCAR carried out by:

- "Caa871" via the website https://caa871.it (resolution no. 23501 of 1 April 2025);

- "Sdf837" via the website https://sdf837.it (resolution no. 23502 of 1 April 2025);

- "SYBZ" via the website https://sybzgroup.co (resolution no. 23500 of 1 April 2025).

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