News of the week:
List of the Board of Directors: the answers to the second consultation have been published from Consob further insights
Watch for scams! Financial fraud: Consob blacks out 4 more unauthorised websites
Save the Date: 14 March 2025 Fifty years of Consob: between present and future. Thoughts at Bocconi
Instructions to operators regarding the new competences of the Commission introduced by EMIR 3.0
Mandatory takeover bid on sharesPiovan Spa: Consob approves the bid document

Commission decisions
Management decisions

- NEWS OF THE WEEK -

Consob published on its website the responses to the second consultation with the financial market, which ended on 31 January, on the implementing provisions of Article 147-ter.1 of the Consolidated Law on Finance (TUF) on the list of the Board of Directors.

In most of the contributions received, appreciation was expressed for the regulatory solutions proposed by Consob. However, although in the first consultation with the market consensus was unanimous on the possibility and opportunity to clarify the most controversial application aspects of the new regulation on the Board of Directors' list, some participants in the second consultation questioned the compatibility of the implementing provisions proposed by Consob with the provisions of Article 147-ter.1 of the TUF introduced by the Capital Law.

It was therefore decided to initiate further legal checks before issuing the regulatory provisions on the Board of Directors' list in order to confirm, for the protection of the operators who will make use of the new regulations, that the regulatory proposals submitted for market consultation are fully compliant with the regulatory delegation that the reform of the TUF has conferred on Consob.

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Consob has ordered the blackout of 4 new websites that abusively offer financial services/financial products: 3 abusive financial intermediation sites and 1 site through which financial products are offered without a prospectus.

The Authority availed itself of the powers deriving from the "growth decree" (Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies) regarding the blackout of the sites of abusive financial intermediaries, as well as the power introduced by Law no. 8 of 28 February 2020, article 4, paragraph 3-bis, regarding the blackout of the website through which the abusive offer is made.

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

- "Flowtradey" (website https://flowtradey.nl);

- State Street Markets Limited (www.streetstate-vip.com website);

- "AlfacapitalCFD" (https://alfacapital-cfd.com website and its page https://client.alfacapital-cfd.com);

- "Peoplelife-Datexit Limited" (website https://peoplelife-datexit.com).

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 1236.

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 www.consob.it website, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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Consob has also suspended, as a precautionary measure, the offer to the public residing in Italy of three "Standard" investment plans called "Start-up Plan", "Base Plan" and "Standard Plan" and three "Long-term" investment plans called "First Ambassador", "Second Ambassador" and "Senior Ambassador (Oil and Gas Ambassador)" carried out by "Peoplelife-dataexit" for a period of 90 days, including via the website https://peoplelife-datexit.com (resolution no. 23449 of 26 February 2025).

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On 14 March 2025 from 9:00 a.m. to 4:15 p.m., Consob and Bocconi University are organising a study day on the occasion of 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 be opened by the institutional welcome addresses by 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 open the proceedings, followed by the introductory report by Federico Freni (Undersecretary of State at the Ministry of the Economy and Finance) on the Reform of the Consolidated Law on Finance.

The event is organised in four sessions:

Session I – The financial market: outlook

Chaired by: Federico Cornelli (Consob Commissioner), there will be presentations by:

- Stefano Caselli (Bocconi University) - Intermediation

- Maurizio Dallocchio (Bocconi University) - The 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-bank intermediation

Session II – The Rules: outlook

Chaired by: Chiara Mosca Bocconi University, Consob Commissioner, there will be 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 Commissioner, there will be 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.

Introduction by Enrico Letta, President Jacques Delors Institute, followed by presentations by:

- John Berrigan, DG FISMA, European Commission (remote intervention);

- Piero Cipollone, Member of the ECB Board;

- Carmine Di Noia, DAF OECD Director;

- Laura van Geest, AFM Chair;

- Vasiliki Lazarakou, Chair of HCMC (Hellenic Capital Markets Commission);

- Verena Ross, ESMA Chair;

- 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 English (afternoon session). A simultaneous translation service will be 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 the preference for the whole day or only for the morning or afternoon session.

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

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In communication no. 1/25 of 28 February 2025, Consob provided first indications regarding the Commission's competences on the new requirements introduced by EMIR 3.0 (Regulation (EU) 2024/2987, mainly containing amendments to the EMIR Regulation no. 648/2012 on OTC derivatives, central counterparties and trade repositories) for financial and non-financial counterparties, direct participants of Central Counterparties (CCPs) and clients providing clearing services, pending the completion of the process of implementing the Regulation at national level.

Specifically, EMIR 3.0:

- provides for the obligation, for financial and non-financial counterparties that meet certain requirements, to open and maintain at least one active account with an authorised European CCP on which to offset a representative number of transactions on the types of instruments indicated in the Regulation (so-called active account - Article 7b), with related reporting requirements (Article 7c);

- reinforces transparency obligations for entities – direct participants and clients – that provide clearing services (Articles 7c and 38, paragraphs 8 and 9);

- imposes reporting obligations on the activity carried out by direct participants and clients with non-EU central counterparties recognised under EMIR (Article 7d).

In general, for the purposes of supervising compliance with the obligations deriving from EMIR, there is a division of responsibilities for purposes between the Italian authorities based on Articles 4-quater and 79-octies of the TUF.

In more detail, Consob, the Bank of Italy, Ivass and Covip are the authorities responsible for compliance with certain obligations imposed by EMIR on the subjects supervised by the same authorities, according to their respective supervisory powers. Consob is also responsible for the same obligations towards non-financial counterparties that are not supervised by another authority.

The "EMIR Competence Allocation Document" signed in 2016 by Consob and the Bank of Italy establishes the responsibilities related to compliance with EMIR obligations by financial and non-financial counterparties, subject to the supervision of both authorities. Consob is responsible for transparency and conduct obligations.

 Finally, Consob is exclusively responsible for the compliance with the clearing obligation (article 4(3) of EMIR), by all entities acting as participants in central counterparties or as clients of the latter, as well as for the obligations of transparency and conduct (articles 38, paragraph 1, and 39, paragraphs 4, 5, 6 and 7, of EMIR) of entities acting as participants in central counterparties.

In light of this structure, the new obligations relating to the active account - as behavioural obligations related to the clearing obligation – and the strengthened safeguards regarding reporting to authorities and transparency fall within the framework of the current supervisory framework that attributes exclusive powers to Consob in these areas, as confirmed in the preliminary work to implement the EMIR 3.0 package at national level.

Given the above, the communication in question draws the attention of operators to certain aspects.

First of all, it should be noted that the aforementioned obligations are applicable from the date of entry into force of EMIR 3.0, i.e. from 24 December 2024, even in the absence of the regulatory technical standards that must detail the individual requirements.

In this regard, pending the adoption by the European Commission of the Delegated Regulations, it is suggested to refer, for compliance with the new regulations, to the consultation documents published by ESMA, and subsequently to the Final Reports that will be sent by ESMA to the Commission.

With regard to the regulation of the active account and the related reporting obligations, the communications should be sent to the certified e-mail account of the Market Supervision Division of Consob (dme@pec.consob.it) and to the functional account post-trading@consob.it. For the purposes of the notification of compliance with the asset account obligation, required pursuant to Article 7b, paragraph 1, second subparagraph, of EMIR 3.0, you are also invited to use the template that ESMA made available in December 2024 on its website.

With regard to transparency profiles by clearing service providers, attention is drawn to the need to comply with the new provisions introduced by EMIR 3.0 referred to above. With particular reference to article 38, paragraph 8, point d) – regarding the simulation of the margin requirements to which clients could be subject in different scenarios – it is suggested, before the adoption of the Delegated Regulations on second-level measures, to leverage as much as possible on the information and simulations acquired by the central counterparties, also providing evidence, where relevant, of the amounts of additional margins required by the clearing service provider compared to those determined by the central counterparties.

Any requests for clarification can be sent to the e-mail account of the Consob Post Trading Office (post-trading@consob.it).

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The document relating to the mandatory takeover bid launched, pursuant to Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998, by Automation Systems Spa on a maximum of 16,701,161 ordinary shares issued by Piovan Spa, on the Euronext STAR Milan market, organised and managed by (resolution no. 23441 of 26 February 2025) has been approved by Consob. The bid is aimed at achieving delisting.

Automation Systems is a company under Italian law, whose share capital is wholly owned by Automation Systems Investments Spa ("HoldCo"); in turn, the share capital of HoldCo is wholly owned by Automation Systems Participations Sarl ("TopCo"), whose share capital is owned by: Automation Systems Collective Sca (the "Investor II"), for a shareholding equal to 80% of its share capital; and by Pentafin (belonging to Dr. Nicola Piovan), for a shareholding equal to 20% of its share capital.

Piovan, the issuer, qualifies as an SME and is a company incorporated under Italian law in 1989, at the head of a group (Piovan Group) that, in Italy and abroad, develops and produces (i) production process automation systems for the storage, transport and treatment of recycled polymers and bio-resins, (ii) automation systems for the storage and transport of food liquids, powders and others, and in the technical assistance and marketing of spare parts and services. In recent years, the group has developed and produces production process automation systems related to the circular economy for the recycling and reuse of polymers.

The only significant shareholder of Piovan, pursuant to Article 120, paragraph 2, of the Consolidated Law on Finance, at the date of the document, is Automation Systems that it holds 64.82% of Piovan. The issuer holds 2,155,600 treasury shares, equal to 4.02% of the share capital.

The obligation to make the bid results in the completion, on the date of execution (28 January 2025), of the "Pentafin sale", concerning the acquisition by the bidder of 31,275,541 Piovan shares sold by Pentafin Spa, representing 58.35% of the share capital of Piovan. In addition, at the date of execution, BidCo purchased a further 3,467,698 Piovan shares from 7-Industries Holding Bv, equal to 6.47% of the issuer's share capital (together with the Pentafin purchase and sale, the "purchase and sales" or the "purchase and sale contracts"). Therefore, as a result of the conclusion of the purchase and sales contracts, BidCo became the owner, at the date of execution, of a total of 34,743,239 Piovan shares, representing 64.82% of the Issuer's share capital. The sales took place at a price of 14.00 euros for each Piovan share.

As mentioned, the bid covers a maximum of 16,701,161 Piovan shares, representing 31.16% of the issuer's share capital, i.e. all of the Piovan shares minus the 34,743,239 shares already held by the bidder and the Issuer's treasury shares.

The subscription period begins on 3 March and will end on 21 March 2025 (inclusive).

The bidder will pay each shareholder participating in the bid a consideration equal to 14 euros for each share tendered in the bid. According to what stated by the bidder in the document, given the mandatory nature of the bid and taking into account the structure of the transaction from which the obligation to promote the bid arises, the consideration has been fixed in accordance with the provisions of Article 106, paragraph 2, of the Consolidated Law on Finance and therefore coincides with the unit price paid by the bidder for the purchase of the relevant shareholding in the context of the Pentafin sale and the 7- Industries sale. In the event of full acceptance of the bid by all the shareholders, the maximum disbursement relating to the bid will be EUR 233,816,254. The consideration is understood to be cum dividend.

The purpose of the bid is to purchase all the shares in the bid and obtain the delisting, therefore, upon the occurrence of the conditions set forth in Article 108, paragraph 2, of the Consolidated Law on Finance (TUF), the bidder will not restore a float sufficient to ensure the orderly trading of the shares.

Through the transaction, the bidder intends to strengthen its international positioning through the penetration of new markets and application segments, an operation more easily pursued by assuming the status of an unlisted company.

The document provides for the reverse merger by incorporation of the bidder into the issuer after delisting; the shareholders of the issuer, who (i) are holders of Piovan shares when the bidder comes to hold, as a result of the bid, a total shareholding of more than 90%, but less than 95%, of the share capital of the Issuer, and (ii) have not participated in the resolution approving the merger, would be entitled to the right to withdrawal only if one of the conditions referred to in Article 2437 of the Italian Civil Code applies

Otherwise, if the conditions for delisting have not been met as a result of the bid, the bidder reserves the right to achieve delisting through the merger by incorporation of the issuer into the bidder (unlisted company), as the case may be, in the time and in the manner necessary to comply with all applicable legal provisions.

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• The document relating to the full mandatory takeover bid launched, in accordance with Articles 102 and 106, paragraph 1, of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance, TUF), by Automation Systems Spa on shares of Piovan Spa (resolution no. 23441 of 26 February 2025) has been approved.

• The third supplement to the registration document of Banco BPM Spa, approved on 30 May 2024, relating to the bid of securities other than equity securities intended for retail investors has been approved (decision of 26 February 2025).

• Instructions to operators regarding the new competences of the institute introduced by EMIR 3.0 (communication no. 1/25 of 28 February 2025).

• Prometheus Investment Management Ltd, with registered office in the United Kingdom was authorised, pursuant to Article 28, paragraph 6, of the Consolidated Law on Finance, to perform, under the freedom to provide services in Italy to professional customers as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a) of the same Consolidated Law on Finance, the investment service of investment advice, as referred to in Article 1, paragraph 5, letter f), the TUF, in the following manner: without holding, even temporarily, customers' liquid assets and financial instruments. The company is registered in the third-country firms other than banks section of the register referred to in Article 20 of the Consolidated Law on Finance. Prometheus Investment Management Ltd is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime laid down therein (resolution No. 23440 of 26 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:

- "Flowtradey" via the website https://flowtradey.nl (resolution no. 23447 of 26 February 2025).

- State Street Markets Limited via the website www.streetstate-vip.com (resolution no. 23446 of 26 February 2025);

- AlfacapitalCFD via the website https://alfacapital-cfd.com and its page https://client.alfacapital-cfd.com (resolution no. 23448 of 26 February 2025).

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The Issuers' Supervisory Division Manager, on the basis of the provisions of resolution no. 20448/2018, as updated with resolution 21714 of 10 February 2021, has supplemented the list of subjects who have published the non-financial statement provided for in articles 3 and 4 of Legislative Decree no. 254 of 30 December 2016, as of 31 December 2024; the list has already been published with determination no. 115 of 26 September 2024. The full text of management decision no. 127 of 27 February 2025 is available on the website www.consob.it.

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