News of the week:
Save the Date: 14 March 2025 Fifty years of Consob: between the present and the future. Reflections in Bocconi
Fraudulent crypto-asset operators targeted by Consob. First case of the new European Sector Regulation (MiCAR) being implemented. Advertising that improperly leveraged the reputation of companies and prominent figures in the Italian entrepreneurial world blocked on the web. Ten sites blacked-out
Sustainable finance: a reminder from Consob on investment funds
Duferco Solar Projects Srl takeover bid on Comal SpA shares
Banca Popolare Etica Scpa: supplement to the Prospectus relating to the offer of shares

Commission decisions
Management decisions

- NEWS OF THE WEEK -

On 14 March 2025 from 9 a.m. to 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, with interventions from authoritative experts in the relevant scientific subjects and institutions.

The day will begin with 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:

Session I – The financial market: prospects

The event will be chaired by: Federico Cornelli (Consob member), and will be followed by presentations by:

Stefano Caselli (Bocconi University) - Intermediation

Maurizio Dallocchio (Bocconi University) - Markets

Giovanni Petrella (Catholic University of the Sacred Heart) - Investors

Massimo Belcredi (Catholic University of the Sacred Heart) - Issuers

Silvia Rovere President of Poste Italiane - Non-banking intermediation

Session II – The Rules: prospects

Chaired by: Chiara Mosca Bocconi University, Consob member, followed by presentations by:

Mario Nava (Bocconi University) - National legislation and community law

Lucia Calvosa (University of Pisa) - Corporate governance

Luigi Arturo Bianchi (Bocconi University) - Governance models

Gaetano Presti (Catholic University of the Sacred Heart) - The control market

Session III – Innovation and sustainability

Chaired by: Gabriella Alemanno Consob member, followed by presentations 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

Session IV – Towards Savings and Investment Union through Capital Markets

Chaired by: Carlo Comporti Consob Commissioner, speeches will also be given by:

Piero Cipollone, Member of the ECB Board;

Carmine Di Noia, Director DAF OECD;

Laura van Geest, AFM Chair;

Enrico Letta, President Jacques Delors Institute;

Verena Ross, Chair Esma;

David Wright, Eurofi Chairman.

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.

To participate in person, you must register at the following link: https://eventi.unibocconi.it/index.php?key=ev2025010083, indicating your preference for the entire day or just the morning or afternoon session.

The event can also be streamed on the YouTube channel: https://youtube.com/live/K4YfWl08T5g.

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Fraudulent crypto-asset operators end up being targeted by Consob. The Supervisory Authority has exercised the powers envisaged by the new European Regulation on crypto-assets (MiCAR) for the first time, blocking (resolutions nos. 23422 and 23423 of 12 February 2025) two unauthorised operators: "Dobibo" (https://dobibo.com, https://dobibo1.com, https://dobibo2.com websites) and "Fameexn" (https://fameexn.top, https://fameexn.com websites).

At the same time, interventions continue to counteract financial fraud that leverages the reputation of prominent figures in the institutional or entrepreneurial world. Consob has blacked out the "Fininvestonline.com" site (https://fininvestonline.com website), which was disseminating adverts for fraudulent financial services on the web, improperly referring to the Fininvest/Mediaset brands and some members of the Berlusconi family. Last November, a similar intervention had involved websites that referred to leading figures in politics and institutions (resolution no. 23425 of 12 February 2025).

Among the latest measures adopted by Consob there is also the blackout of the following four unauthorised financial intermediation sites:

- "TORO500" via the https://toro500.com website and its https://client.toro500.com page (resolution no. 23428 of 12 February 2025);

- Trading42 Ltd - Trading42 Financial via the https://trading42.co.com website and its https://panel.trading42.co.com page (resolution no. 23427 of 12 February 2025);

- "Fpmarketseu" via the www.fpmarketseu.net website (resolution no. 23426 of 12 February 2025);

- "AllFinanz Plus" via the https://allfinanzplus.com website and its https://client.allfinanzplus.com page (resolution no. 23424 of 12 February 2025);

- Altogether ten sites have been blacked out this week. The number of sites blacked out since July 2019, when Consob was given the power to order the blackout of websites of fraudulent financial intermediaries, has thus risen to 1226.

The measures can be consulted on the www.consob.it. website. The blackout 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 and crypto-asset services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial and crypto-asset products, that a prospectus or a 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 published a Reminder on the inclusion of ESG factors in the decision-making process of investment funds (UCITS) and on information transparency at product level by managers.

The objective is to accompany the industry in the correct application of the existing regulatory provisions on sustainable finance, providing useful indications to promote the convergence of supervisory activities in line with the initiatives launched in this regard by ESMA.

The experience gained so far by Consob has made it possible to identify some key elements of the legislation involved in the reminder as well as some good and poor practices with reference to pre-contractual and periodic information at product level and the integration of ESG factors in the decision-making process.

The document is complementary to the recent Consob reminder (no. 1/24 of 25 July 2024) on the adaptation of funds to sustainable finance obligations in the provision of investment services. This second reminder, however, does not cover all aspects worthy of attention, which, given the complex and evolving issue, may emerge in the course of the supervisory action.

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The Commission has approved the document on the voluntary full takeover bid launched by Duferco Solar Projects Srl, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998 as amended, on ordinary shares issued by Comal Spa (resolution no. 23421 of 12 February 2025).

With a communication issued on 11 December 2024, Duferco Solar Projects Srl – a company directly controlled by Duferco Italia Holding Spa announced, pursuant to Articles 102, paragraph 1, of the Consolidated Law on Finance and Article 37 of the Issuers' Regulation, that it had taken the decision to launch a voluntary takeover bid on a maximum of 12,813,241 ordinary shares issued by Comal Spa, traded on the Euronext Growth Milan multilateral trading system, organised and managed by Borsa Italiana Spa, representing 97.86% of Comal's share capital, corresponding to all the shares, minus the 280,000 shares, equal to 2.13% of the issuer's share capital, held by Duferco Travi e Profilati Spa – a company wholly owned by Duferco Italia – at a price per share of EUR 4.80. The maximum overall amount of the bid, calculated on the basis of the consideration, in the event of full acceptance, is EUR 61,503,556.80.

Comal is a leading Italian company in the design, engineering and construction of photovoltaic systems, with solid experience in the renewable energy sector. Founded in 2001, Comal has expanded its business over time, specialising mainly in the construction of renewable energy plants, with a particular focus on photovoltaics.

The share capital of the issuer amounts to EUR 261,864.82, fully subscribed and paid up, divided into 13,093,241 shares with no face value, admitted to trading on Euronext Growth Milan as of 14 December 2020.

The bidder is Duferco Solar, whose share capital is wholly owned by Duferco Italia, an Italian holding company belonging to the Duferco group, active in the steel trade and in energy sector development. In this last area, the group stands out for its strong commitment to renewable energy, with significant investments in photovoltaic and hydroelectric plants. The share capital of Duferco Italia is entirely owned by Duferco Partecipations Holding SA, a société anonyme under Luxembourg law, in turn entirely controlled by BTB Holding Investment Sa, also a société anonyme under Luxembourg law.

The bid is aimed at delisting the issuer as well as creating a European leader in the EPC (Engineering, Procurement and Construction) sector for the construction of photovoltaic systems, exploiting the synergies between the two companies. The subscription period for the bid begins on 17 February 2025 and ends on 7 March 2025 (inclusive).

On 11 December 2024, Duferco Italia, Duferco Solar, Virtutis Solaris, Alba and Urania, signed a framework agreement concerning, among other things: the commitment of Duferco Solar to launch the bid; the commitment of Virtutis Solaris to tender all the shares it holds, equal to 23.39% of the share capital of Comal, by the tenth stock market trading day from the start of the subscription period; some provisions relating to the governance of Comal as a result of the bid.

The effectiveness of the bid depends on the fulfilment or waiver of the following effectiveness conditions:

- the attainment of a shareholding of more than 90% by the bidder in the issuer's share capital, including the shares held by the persons acting in concert (the "threshold condition"). In this regard, it should be noted that, as indicated in the bid document, the threshold condition will not be waived, in any case if, at the end of the subscription period, the bidder comes to hold a total stake of less than 50% plus one share of the issuer's share capital;

- obtaining all the authorisations, approvals and/or clearances required by the competent Authorities (national and/or foreign) according to the regulations in force for the completion of the bid, including, where necessary, the approval of the Italian Competition Authority and the Presidency of the Council of Ministers, without the imposition of conditions, constraints, corrective measures and/or remedies (the "Authorisations Condition");

- the fact that the Comal group companies: (a) exclusively carry out ordinary administrative activities, are managed in accordance with the principles of sound and prudent management, and do not enter into contracts or deeds exceeding normal business activity; (b) operate in compliance with previous operational and commercial practices and the obligations already undertaken; (c) manage working capital in a manner consistent with past ordinary practices; (d) preserve their assets, including goodwill and relations with customers and suppliers (the "interim period condition");

- the fact that the Comal group companies do not approve, carry out, or undertake to carry out deeds or transactions that may counter the objectives of the bid, even if authorised or approved by the issuer's ordinary or extraordinary shareholders' meeting or by the administrative bodies of the Comal group companies (the "defence condition");

- the fact that: (a) no extraordinary, national or international, events have occurred that could cause substantial negative changes in the political, financial, economic, currency, regulatory or market situation, adversely affecting the bid or the financial, equity, economic or income position of the issuer (and/or of its group companies) with respect to the results of the consolidated half-yearly financial statements of the Comal group as at 30 June 2024 and/or of the bidder and the companies in the group to which it belongs; and (b) no facts or situations unknown to the market or the bidder have emerged that have a significant negative effect on the business or on the financial, equity, economic or income position of the issuer or of the relative group companies with respect to the results of the consolidated half-yearly financial statements of the Comal group as at 30 June 2024. This condition includes events related to international crises, such as the Russia-Ukraine crisis, the Arab-Israeli conflict, the Red Sea crisis or other international tensions, which could have new and unforeseeable detrimental effects (the "MAC condition").

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The Commission has approved the supplement to the prospectus relating to the offer to the public of Banca Popolare Etica Scpa shares approved by Consob on 24 July (see "Consob Informa" no. 28/2024).

The offer will last from 1 August 2024 to 24 March 2025 and will take place in monthly offer periods. The offer will also take place in Spain from 10 August 2024 to 24 March 2025.

The supplement was prepared by Banca Popolare Etica in order to update the information contained in the prospectus in relation to the following aspects:

1. receipt of the results of inspection activities conducted by the Bank of Italy on the issuer;

2. entry of the data from the consolidated financial report as at 30 June 2024, prepared only for the purposes of supervisory reporting to the Bank of Italy;

3. review of the 2024 budget with consequent approval of the preliminary results as at 31 December 2024 ("2024 preliminary budget");

4. signing by the issuer, on 13 December 2024, of a binding agreement for the purchase of a majority stake in the company Impact SGR Spa.

The supplement provides evidence of the application of the right of withdrawal for all those who, before the publication of the supplement, had already agreed to subscribe the Banca Popolare Etica shares, starting from the first monthly offer period, within five days of the date of publication of the supplement.

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• Approval has been granted for the document on the voluntary full takeover bid launched by Duferco Solar Projects Srl, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998 as amended, on ordinary shares issued by Comal Spa (resolution no. 23421 of 12 February 2025).

• The supplement to the prospectus relating to the offer to the public of Banca Popolare Etica Scpa shares approved by Consob on 24 July (decision of 12 February 2025) has been approved.

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:

- "TORO500" via the https://toro500.com website and its https://client.toro500.com page (resolution no. 23428 of 12 February 2025);

- Trading42 Ltd - Trading42 Financial via the https://trading42.co.com website and its https://panel.trading42.co.com page (resolution no. 23427 of 12 February 2025);

- "Fpmarketseu" via the www.fpmarketseu.net website (resolution no. 23426 of 12 February 2025);

- "AllFinanz Plus" via the https://allfinanzplus.com website and its https://client.allfinanzplus.com page (resolution no. 23424 of 12 February 2025);

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Based on the provisions of Article 147-ter of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance) and Articles 144-ter et seq. of the Issuers’ Regulation, the Head of the Issuers' Supervisory Division has determined, without prejudice to the possible lower share provided for by the company's articles of association, as 2.5% the minimum shareholding for the submission of slates of candidates for election of the board of directors and internal control bodies of the listed company OVS Spa. The full text of management decision no. 125 of 12 February 2025 is available on the www.consob.it website, together with a table setting out the criteria used to determine the qualifying shareholding.

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