Weekly newsletter year XXXI, No. 5, 10 February 2025 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more unauthorised websites
Memorandum of understanding between Consob, the Bank of Italy and Ivass on the identification and supplementary supervision of financial conglomerates
The Consob Notebook "Greenwashing and consumer protection for a sustainable economy" published
Darien Spa totalitarian voluntary takeover bid on NVP Spa shares
Global Money Week 2025: start of the application period
Save the date: Friday 14 March 2025 Fifty years of Consob: between the present and the future. Reflections in Bocconi
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 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:
- "IFM24" (website https://ifm247.co and its page https://account.ifm247.co);
- "MarexCFD" (website www.marexcfd.com and its page https://wt.marexcfd.com);
- Fusions NTrade PTY LTD (website https://fusions-ntrade.com and its page https://client.fusions-ntrade.com);
- "Flowtradey" (website https://flowtradey.pro);
- "Zodiac Speck" (website www.zodiacspeck.net and its page https://mobtrader.zodiacspeck.net)
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 1216.
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.
Consob reminds that 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.
Consob, the Bank of Italy and Ivass have signed a Memorandum of Understanding on the identification and supplementary supervision of financial conglomerates.
The Protocol replaces the Coordination Agreement dated 31 March 2006 to take into account the changes in the meantime in the institutional structure of supervision with the establishment of the Single Supervisory Mechanism and the evolution of the reference standards.
The Protocol defines the methods for cooperation and the exchange of information between the Authorities for the purpose of exercising supplementary supervision over financial conglomerates and, being configured as a "framework agreement", provides for the possibility for the signatory Authorities to define further coordination agreements specific to the individual conglomerates.
Considering the assignment to the Single Supervisory Mechanism of the prudential supervisory tasks on "significant" banks, the Protocol is now limited only to financial conglomerates that include "less significant" credit institutions; it also specifies the operating procedures that the Authorities in charge of supplementary supervision on the latter intend to follow for the calculation of the quantitative thresholds to measure the significance of the insurance and banking/investment services sectors with respect to the total of the group, in relation to the nature of the existing participatory links.
The work offers, first of all, a single interpretation of the numerous regulatory measures adopted by the European and national legislators to guide household savings towards sustainable investments.
It then defines the phenomenon of greenwashing and describes how this concretely affects the investment relationship.
Finally, the Notebook outlines the possible remedies offered to investors whose investment choices have been distorted by greenwashing. In this context, the sensitivity of the issue of redress for damage and invalidity or termination of contracts is highlighted: the existing European and national regulatory framework is complex and susceptible to improvement in this area.
The work was curated by Giovanni Mollo (Consob, Studies and Regulation Division), Marco Lamandini, Antonietta Troisi and Francesco Vella (University of Bologna) and Amedeo Bassi (University of Naples "Federico II").
The Commission approved the document relating to the total voluntary takeover bid (OPA) promoted by Darien Spa pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance -TUFf as well as pursuant to Article 12 of the by-laws of NVP Spa on a maximum of 3,092,107 shares of NVP Spa representing 40.70% of its share capital – and equal to the total number of the shares aside from the 4,505,000 shares, representing 59.30% of the share capital, held overall by the relevant shareholders (resolution no. 23413 of 6 February 2025).
The bid is promoted at a unit consideration of 3.90 EUR for a maximum disbursement of 12,059,217.30 EUR in the event of full acceptance of the bid.
NVP is a company under Italian law established by MP and NP on 2 May 2007, whose ordinary shares are traded on the Euronext Growth Milan multilateral system, organised and operated by Borsa Italiana Spa, from 3 December 2019, at a placement price of 3.8 EUR. The issuer is a company operating in the video production services sector mainly for television networks and for owners or managers of television rights.
NVP is not controlled pursuant to articles 2359 of the Italian Civil Code and 93 of the Consolidated Law on Finance, by any person. Except for the investment agreement, at the date of the bid document there are no shareholder agreements concerning the capital of the issuer and the relevant shareholders are directors of the issuer with the following positions:
1) Natalino Pintabona (who holds 19.74% of the share capital) – Chairman of the Board of Directors;
2) Massimo Pintabona (who holds 19.80% of the share capital) – chief executive officer;
3) Ivan Pintabona (who holds 19.76% of the share capital) – director.
The offer, also promoted in the name and on behalf of the persons acting in concert, is aimed at withdrawing the shares from trading on Euronext Growth Milan (so-called delisting). In fact, the bidder has expressed its intention not to reconstitute the company’s float in the event of exceeding the 90% threshold as a result of the bid, reserving the right, where appropriate, to exercise the right to buy the shares referred to in Article 111 of the Consolidated Law on Finance, referred to in the by-laws.
On 16 December 2024, the relevant shareholders signed an investment agreement with the bidder that essentially governs the terms and conditions of the offer and the transfer to the bidder’s share capital of the current shareholdings of the relevant shareholders in NVP. The contribution will take place through a paid-up capital increase in kind reserved for the subscription of the relevant shareholders, with the exclusion of the stock option pursuant to Article 2441, paragraph 4, of the Italian Civil Code and the issue of new ordinary shares of Darien, with a face value of 1 EUR each. Pursuant to the investment agreement (in addition to the agreements reflected in the bid document), the relevant shareholders have undertaken, inter alia, to ensure that:
(i) at the closing date, the extraordinary shareholders meeting of the bidder be held, subject to the fulfilment or waiver of the conditions of effectiveness of the offer, in order to resolve, inter alia, the capital increase and, consequently and at the same time, the same relevant shareholders have committed to release the capital increase through the transfer;
(ii) subject to the delisting, the "post delisting merger" intervenes, that is, the reverse merger by incorporation of the bidder into NVP, which the bidder intends to carry out following the delisting.
The merger is also envisaged in the absence of delisting, as better specified in the bid document.
Pursuant to the investment agreement, any purchases outside the offer will be made exclusively by the bidder at a unit price per share not exceeding the consideration and in accordance with the applicable legal and regulatory provisions. Pursuant to the investment agreement, the relevant shareholders have also assumed certain lock-up commitments towards Darien relating to the shares held.
The effectiveness of the bid is subject to the existence (or waiver by the bidder as provided below) of certain effectiveness conditions. The bid is also conditional on the occurrence or waiver of the threshold condition, that is, that the subscriptions to the bid – taking into account any purchases made during the subscription period, directly or indirectly, by the bidder, pursuant to the applicable legislation – concern an overall number of shares subject to the bid that allows the bidder to hold, together with the shares held by the persons acting in concert, a total shareholding greater than 90% of the share capital of the issuer. As specified in the document, the bidder has identified the threshold condition taking into account the purpose of obtaining the delisting and thus pursuing the strategies described in the bid document, acquiring the entire share capital of the issuer, together with the persons acting in concert.
The bidder reserves the right to waive the threshold condition, without prejudice to the objective of pursuing delisting.
The opening of applications for training and awareness-raising initiatives for financial, insurance and social security education within the framework of Global Money Week 2025 began on 3 February.
The Global Money Week (GMW) is the annual event promoted by the OECD, Organisation for Economic Cooperation and Development, with the aim of raising young people’s awareness of the importance of acquiring the knowledge, skills and behaviours necessary to make informed financial decisions. Since its launch, in 2012, the event has involved more than 60 million young people in 176 countries.
In Italy, the campaign is coordinated by the Committee for the Planning and Coordination of Financial Education activities (Edufin Committee), in which Consob also participates.
This year the theme of the event is "Think Before You Follow, Wise Money Tomorrow". The aim is to raise young people’s awareness from pre-school age of the importance of acquiring sound financial skills and developing a critical approach to information sources.
Developments in digital finance and changes in the way consumers interact with online financial services - from the emergence of financial influencers (so-called finfluencers) to the increasingly widespread use of artificial intelligence - are making it difficult for everyone, but especially young people, to distinguish between reliable and unreliable information and advice. In addition, peer pressure and the influence of social media can lead children to make rash and wrong decisions.
The Edufin Committee invites associations, institutions, companies, universities and research centres, schools, foundations, public administrations and any other organisation wishing to engage in the field of financial education to participate in the event with training and awareness-raising initiatives for young people and schools.
Applications can be submitted on the site www.quellocheconta.gov.it. Initiatives that comply with the Global Money Week Guidelines available on the Committee’s website will be published in an official calendar of the event and will be communicated to schools.
The deadline for proposing initiatives is 27 February 2025.
On 14 March 2025 from 9 a.m.-4:15 p.m., Consob and Bocconi University are organising a study day to mark the fiftieth anniversary of the birth of the Financial Markets Regulatory and Supervisory Authority in Italy, at the SDA Bocconi, Auditorium Grande, Via Sarfatti 10, in Milan.
The study day intends to investigate the challenges on the role and functions of Consob in the context of the evolution of financial markets, the transformations underway and the process of integration of capital markets at European level through the interventions of authoritative experts in the relevant scientific subjects and institutions.
The day will be opened by institutional greetings from Francesco Billari (Rector of Bocconi University), Paolo Savona (President of Consob) and Piergaetano Marchetti (Professor Emeritus of Bocconi University).
Marco Ventoruzzo (Bocconi University), scientific coordinator of the study day, will present the introductory report by Federico Freni (State Secretary at the Ministry of the Economy and Finance) on the Reform of the TUF.
The event is organised in four sessions:
Chaired by: Federico Cornelli (Consob Commissioner), and followed by speeches by:
- Stefano Caselli (Bocconi University) - Intermediation
- Maurizio Dallocchio (Bocconi University) - The markets
- Giovanni Petrella (Università Cattolica del Sacro Cuore) - Investors
- Massimo Belcredi (Università Cattolica del Sacro Cuore) - Issuers
- Silvia Rovere President of Poste Italiane - Non-bank intermediation
Chaired by: Chiara Mosca Bocconi University, Consob Commissioner, and followed by speeches by:
- Lucia Calvosa (University of Pisa) - Corporate governance
- Luigi Arturo Bianchi (Bocconi University) - Governance models
- Gaetano Presti (Università Cattolica del Sacro Cuore) - The control market
Chaired by: Gabriella Alemanno Consob Commissioner, and followed by speeches by:
- Barbara Alemanni (University of Genoa) - The ecological transition
- Enrico Giovannini (University of Rome “Tor Vergata”) - Financing sustainable development
- Giuseppe Francesco Italiano (Luiss Guido Carli) - The technological challenge
- Donato Masciandaro (Bocconi University) - The financial and monetary system
Chaired by: Carlo Comporti Commissioner Consob, followed by an introductory report by the European Commission Representative.
Speeches will also be given by:
- Piero Cipollone, Member of the ECB Board;
- Carmine Di Noia, Director DAF OECD;
- Laura van Geest, Chair of AFM;
- Enrico Letta, President of the Jacques Delors Institute;
- Verena Ross, Chair of Esma;
- David Wright, Chairman of Eurofi.
Andrea Sironi (President of Bocconi University) and Paolo Savona (President of Consob) will conclude the day.
The event will be held in Italian (morning sessions) and in English (afternoon session). A simultaneous translation service is provided.
The poster, available on the Consob website, gives the detailed programme. The registration link will be available as soon as possible.
- Extension of the authorisation of Marex Financial based in the United Kingdom, already authorised to carry out in Italy, under the freedom to provide services, investment activities and ancillary services pursuant to resolution no. 22076 of 11 November 2021, to carry out, under the freedom to provide, pursuant to Article 28, paragraph 6, of Legislative Decree no. 58/1998, in relation to qualified counterparties and professional customers as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a), of the same decree, the investment service of placement of financial instruments without irrevocable commitment to the issuer, referred to in Article 1, paragraph 5, letter c-bis) of Legislative Decree no. 58/1998 without holding the financial instruments and liquid assets belonging to the customers (resolution no. 23414 of 6 February 2025).
- The document relating to the total voluntary takeover bid launched by Darien Spa pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance -Tuf as well as pursuant to Article 12 of the by-laws of NVP Spa on a maximum of 3,092,107 shares of NVP Spa representing 40.70% of its share capital – and equal to all the shares deducted the 4,505,000 shares, representing 59.30% of the share capital held overall by the relevant shareholders has been approved (resolution no. 23413 of 6 February 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:
- "IFM24" via the website https://ifm247.co and its page https://account.ifm247.co (resolution no. 23415 of 6 February 2025);
- "MarexCFD" via the website www.marexcfd.com and its page https://wt.marexcfd.com (resolution no. 23417 of 6 February 2025);
- Fusions NTrade PTY LTD via the https://fusions-ntrade.com website and its https://client.fusions-ntrade.com page (resolution no. 23416 of 6 February 2025);
- "Flowtradey" via the website https://flowtradey.pro (resolution no. 23419 of 6 February 2025).
- "Zodiac Speck" via the website www.zodiacspeck.net and its page https://mobtrader.zodiacspeck.net (resolution no. 23418 of 6 February 2025);
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. 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.