Weekly newsletter year XXXI, No. 19, 26 May 2025 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Consob lands on LinkedIn
CONSOB's annual meeting with the financial market
Save the date: 3 July 2025 - Corporate governance in Italy. Analysis of the tools for enhancing voting rights
Mandatory takeover bid on special “IlSole24Ore” shares: Consob approves the bid document
Consob suspends the IPO of Unicredit Spa on ordinary shares issued by Banco Bpm Spa for 30 days
Consob authorises the publication of the prospectus relating to the optional capital increase and the admission to listing of the warrants - Geox Spa
Watch for scams! Financial fraud: Consob blacks out 11 unauthorised websites
Commission decisions
Management decisions
N.B. measures adopted by Consob are published in the electronic Bulletin and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.
- NEWS OF THE WEEK -
Consob lands on LinkedIn. From Tuesday 20 May, the Italian Financial Markets Regulatory and Supervisory Authority has its LinkedIn page.
This is the first step towards a broader presence of the Institute on social media channels. With this, Consob intends to strengthen communication with the financial community, investors and the general public, in line with the objectives of the recent internal reorganisation.
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 50th Anniversary of the Authority to a close. The live stream will be provided.
CONSOB, the Italian Committee for Corporate Governance and Assonime present the meeting on Corporate governance in Italy - Analysis of voting rights enhancement mechanisms, which will be held on 3 July from 10:00 am, at the CONSOB Auditorium, Via C. Monteverdi 35, Rome.
During the meeting, the following will be presented:
- the CONSOB Report on the corporate governance of Italian listed companies, which provides evidence on ownership structures, corporate boards, annual general meetings and related party transactions, based on data obtained from supervisory statistical reports and public information;
- the Report of the Italian Corporate Governance Committee, which assesses the state of implementation of the Corporate Governance Code and makes recommendations to companies for its more effective application;
- the Report of Assonime-Emittenti Titoli, which provides an in-depth analysis of the corporate governance of Italian listed companies in the light of the guidelines set out in the Corporate Governance Code.
The detailed programme of the event will be available soon.
In-person participation is free until the capacity of the room is reached. Please register your participation at: https://www.consob.it/web/consob-and-its-activities/enrollments.
The event will also be available for streaming at the following link: https://youtube.com/live/wjRNajIjOIM.
Pursuant to article 102, paragraph 4, of the TUF, Consob has approved the document concerning the voluntary takeover bid promoted by Zenit Spa on a maximum of 18,020,513 special shares issued by IlSole24Ore Spa, listed on the Euronext Milan regulated market, organised and managed by Borsa Italiana Spa, representing approximately 31.982% of the share capital of the Issuer represented by special shares (resolution no. 23560 of 21 May 2025).
The bid is aimed at delisting the issuer. Ordinary shares are not listed on regulated markets or traded on multilateral trading systems. All ordinary shares are held by Confindustria.
Zenit is a corporate vehicle established specifically to implement the bid. The bidder's share capital is held by Confindustria Servizi Spa, the latter indirectly owned by Confindustria – General Confederation of Italian Industry.
The issuer will pay a price of €1.100 for each special share tendered in acceptance of the bid.
The subscription period will begin on 3 May 2025 and end on 30 June 2025 (inclusive). The possible reopening of the terms, if the conditions are met, will take place on 7, 8, 9, 10 and 11 July 2025.
Pursuant to Article 102, paragraph 6, letter b) of the Consolidated Law on Finance, Consob has suspended for thirty days the voluntary takeover bid (IPO) promoted by Unicredit Spa, pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance, on ordinary shares issued by Banco Bpm Spa.
The intervention is due to the situation of uncertainty created in relation to the elements represented in resolution no. 23562 of 21 May 2025, uncertainty that does not allow the recipients, in the current situation, to reach a well-founded judgment on the offer.
Consob has authorised the publication of the prospectus relating to:
- the offer and admission to trading on the Euronext Milan regulated market, organised and operated by Borsa Italiana, of the newly issued ordinary shares of Geox Spa, resulting from an optional capital increase, for a maximum amount of €30 million, including a share premium, resolved on 17 April 2025 by the extraordinary Shareholders' Meeting of the Company;
- to the admission to trading on the Euronext Milan market of the "Geox 2025-2026 warrants" combined free of charge with the newly issued shares and which will give the right to subscribe to newly issued ordinary shares of Geox Spa, resulting from the capital increase serving the warrants approved on 17 April 2025 by the Extraordinary Shareholders' Meeting of the Company for a maximum amount of €30 million.
Consob has ordered the black-out of 11 new websites through which financial services are abusively offered or services for crypto-activities are abusively provided. In details, Consob ordered the blackout of 7 abusive financial intermediation websites and 4 websites through which crypto currency services are abusively provided.
The Authority made use of the powers deriving from the "Decreto crescita" ("Growth Decree", converted by Law No. 58 of 28 June 2019) regarding the black-out of websites of abusive financial intermediaries, as well as of the powers introduced by the MiCAR (Regulation (EU) 2023/1114 and Legislative Decree No. 129 of 5 September 2024) regarding the black out of websites through which crypto currency services are provided to Italian savers in the absence of the prescribed authorizations.
Below are the websites Consob has ordered to be blacked out:
- "Lemintero" (website https://lemintero.co);
- "Geneve Capital Invest" (website https://genevcapinvest.com and related page https://webtrader.gencapwebtrade.com);
- VT Markets Limited (websites www.vtmarkets.com and www.vtmarkets.net and related pages https://myaccount.vtmarkets.net and https://social.vtacademy.net);
- "HotMarkets" (website https://hotmarketscfd.com);
- "Fusion4Markets" (website https://fusion4markets.cc and related page https://client.fusion4markets.cc);
- "Trustfxpro" (website www.trustfxpro.com);
- "Bvoxed" (website https://bvoxed.com);
- "BeratCoin" (website https://btc6688.com);
- "Interersos/Interesosf" (websites https://interersosf.org and https://interersos.org).
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 1328.
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 - Divisione Comunicazione - Ufficio Stampa e-mail: salastampa@consob.it, tel. +39 06 8477413 - +39 06 8477658
Consob draws investors' attention to the importance of adopting the greatest diligence 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 unauthorized initiatives.
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Pursuant to Article 99, paragraph 1, letter b) of the Consolidated Law on Finance, Consob has also forbidden the offer to the public resident in Italy of financial products concerning the three "Standard" investment plans known as the "Start-up Plan", "Base Plan" and "Standard Plan" and the three "Long-term" investment plans known as the "First Ambassador", "Second Ambassador" and "Senior Ambassador (Oil and Gas Ambassador)" promoted by "Peoplelife-Dataexit Limited" also via the website https://peoplelife-datexit.com (resolution no. 23561 of 21 May 2025).
- Pursuant to Article 102, paragraph 4, of the Consolidated Law on Finance, the document concerning the voluntary takeover bid promoted by Zenit Spa on special shares issued by Il Sole 24 Ore Spa has been approved (resolution no. 23560 of 21 May 2025).
- Suspension, pursuant to Article 102, paragraph 6, letter b) of the Consolidated Law on Finance, of the voluntary takeover bid launched by Unicredit Spa on ordinary shares issued by Banco BPM Spa (resolution no. 23562 of 21 May 2025).
The publication of the prospectus relating to the optional capital increase and the admission to negotiation of the warrants issued by Geox Spa has been authorised (resolution of 21 May 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:
- "Lemintero" via the website https://lemintero.co (resolution no. 23568 of 21 May 2025);
- "Geneve Capital Invest" Via the website https://genevcapinvest.com and its page https://webtrader.gencapwebtrade.com (resolution no. 23567 of 21 May 2025);
- VT Markets Limited via the websites www.vtmarkets.com and www.vtmarkets.net and its pages https://myaccount.vtmarkets.net and https://social.vtacademy.net (resolution no. 23566 of 21 May 2025);
- "HotMarkets" via the website https://hotmarketscfd.com (resolution no. 23565 of 21 May 2025);
- "Fusion4Markets" via the website https://fusion4markets.cc and its page https://client.fusion4markets.cc (resolution no. 23564 of 21 May 2025);
- "Trustfxpro" via the website www.trustfxpro.com (resolution no. 23563 of 21 May 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:
- "Bvoxed" via the website https://bvoxed.com (resolution no. 23569 of 21 May 2025);
- "BeratCoin" via the website https://btc6688.com (resolution no. 23570 of 21 May 2025);
- "Interersos/Interesosf via the website https://interersosf.org and https://interersos.org (resolution no. 23571 of 21 May 2025).
The Head of the Intermediary Supervision and Investor Protection Division of Consob has confirmed the registration, in the register referred to in Article 20, paragraph 1 of the Consolidated Law on Finance, of Cirdan Capital Management Ltd under the new company name of Otala.Markets Ltd. The company is authorised, pursuant to Article 28, paragraph 6 of the Consolidated Law on Finance, to provide investment services for the execution of orders on behalf of customers, placement without irrevocable commitment to the issuer and the ancillary service referred to in Annex 1, section B, no. 4, of the Consolidated Law on Finance. The full text of management decision no. 133 of 16 May 2025 is available on the website www.consob.it.
CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Laura Ferri, Chiara Tomaiuoli, Alfredo Gloria, Ilaria Fabbiani - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.