Weekly newsletter - year XXVIII - No. 11 - 28 March 2022

News of the week:
Consob Investor protection warnings
Tenth Consob Report on corporate governance of Italian listed companies
Amendments to the Issuers' Regulations on UCITS and certain types of AIF performance fees
Amalfi Holding Spa takeover bid on shares La Doria Spa: Consob approves the bid document
Two notices of public competition for the recruitment of five directors and five experts and a notice of public selection for the employment of a director with an IT profile for the Consob headquarters in Rome
Iosco consultation on the latest retail investor trends and their implications Iosco: Report on decentralised finance (DeFi) and request for contributions Save The Date: 1 April 2022 - Seminar at the Faculty of Economics of Sapienza University of Rome and Consob on Climate risk and ESG factors Investor protection warnings from other regulatory authorities

Other Commission decisions

- NEWS OF THE WEEK -

Consob has ordered the black-out of 6 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 authorization.

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

• Infinity4X (website www.infinity4x.com);
• Empire Trading and Techsync Management Consultancies Llc (website www.empiretrading.net and its page https://live.empiretrading.net);
• EqualityFin (website https://equalityfin.io and its page https://client.equalityfin.io);
• Fincloud (websites https://fnincloud.live and https://fincloud.center and its page https://webtrader.fincloud.live);
• Axa Business Solution Ltd (website https://lionfxm.com and its page https://portal.lionfxm.com).

The number of sites blacked out since July last, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 663.

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.

To this end, Consob would remind 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 abusive initiatives.

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The 10^th edition of the CONSOB Report on the corporate governance of Italian listed companies has been published. The Report provides, also for the year 2021, evidence regarding ownership structures, corporate bodies, meetings and transactions with related parties.

At the end of 2020, the average share of the largest shareholder of Italian issuers was close to 48%, with a slight decrease compared to the long-term values, while households continue to represent the main reference shareholders in 64% of cases. For the first time in the last decade, the relevant share held by Italian institutional investors has increased with a significant stake in 18 listed companies. The progressive reduction of the diffusion and intensity of the separation between ownership and control is confirmed, with a decrease in the impact on the list of companies that are part of a vertical group. On the other hand, the spreading of the increased vote, envisaged in the statute of 64 issuers, is rising.

The governance of Italian listed companies is still characterized by the prevalence of the traditional model. On average, the management body is composed of ten members, against an increase over time in the incidence of independent members pursuant to the Corporate Governance Code or the Consolidated Law on Finance (50% of members at the end of 2020) and the share of issuers with at least one minority director (over 56%).

In consideration of the deep structural evolutions taking place in the field of sustainability and digitalization and of their relevance for business activity, for the first time the Report surveys the skills in these areas of the directors of medium to large companies. At the end of 2020, the share of management positions held by directors with sustainability skills was 14.6%, while the figure stood at 16% with reference to digital skills. Issuers with at least one director with sustainability or digital skills stood at approximately 72% and just over 74% respectively, while 28% had directors with both profiles.

With regard to gender diversity, at the end of 2021, 41% of administrative positions in listed companies are held by a woman That represents the all-time high observed on the Italian market, also due to the application of the regulations on gender quotas. The entry of women into the boards has helped to change their characteristics, lowering the average age of members, raising the share of graduates and increasing the diversification of professional profiles.

The 2021 shareholders' meeting season for listed companies with the highest capitalization recorded an average shareholder participation of 74.6%. Italian institutional investors took part in 95 meetings, the highest figure since 2012. On average, the remuneration policies in force were approved with a favourable vote by about two thirds of the share capital and almost 90% of the share capital represented at the shareholders' meeting, while the rate of favourable votes to the remuneration paid for the previous year reached 66% of the share capital and approximately 88% of the votes represented at the shareholders' meeting.

With regard to transactions of greater significance with related parties, 670 documents were collected from 2011 to 2021 (41 in 2021). They were largely attributable to small companies and to transactions that mainly concerned loans or contracts for the supply of goods or the provision of services. In the same period, in application of the exemption provided for by the CONSOB Regulation, 264 related-parties transactions of greater ordinary importance and at market conditions (29 in 2021), carried out mainly by large capitalization companies, were also communicated to the Institute.

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The Commission, by resolution no. 22274 of 24 March 2022, has aligned the provisions of the Issuers' Regulation with the Guideline no. 5 contained in the ESMA Guidelines on performance fees for UCITS and certain types of AIF (ESMA 34-39-992 of 5 November 2020). Specifically, the Regulation has been updated:

i) by integrating in article 15-bis the content of the KIID, i.e. the Key Information Document for investors, with the information referred to in points 44 and 48 of Guideline no. 5, relating to the inclusion in the document of a “prominent warning” that shows that performance fees are chargeable to the fund even in the event of negative performance and information on the performance fee;

ii) by modifying Scheme 1 of Annex 1B to the same Regulation.

Consob, following the publication of the translation of the Guidelines into each EU language, has already informed the ESMA of its intention to comply with them. The adaptation of national regulations to these Guidelines falls, for the aspects relating to disclosure regarding incentive fees, within the competence of Consob due to the regulatory supervisory powers attributed to it by the Consolidated Law on Finance.

The resolution, in order to allow the bidders a period of time within which to standardise the bid documentation with the new requirements relating to the offers in progress on the date of its entry into force, provides that the bid documentation must be updated at the first useful opportunity and in any case no later than 30 April 2022

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Consob has approved the bid document relating to the mandatory global takeover bid promoted, pursuant to Articles 102, paragraphs 1 and 3, letter a) and 109 of Legislative Decree no. 58 of 1998 and 45 of the Issuers' Regulation, by Amalfi Holding Spa on the shares issued by La Doria Spa (resolution no. 22273 of 21 March 2022).

La Doria has been a company operating in the agri-food industry since 1954 and has been listed on the Stock Exchange since 1995.

It is a leading company in the production of tomato derivatives, fruit juices and drinks, preserved legumes and ready-made sauces under the distributor's brand name (private labels), but it also produces, in a small part, with its own brands and for large brand companies.

The company is present all over the world, and boasts strong positions, in particular, abroad with a consolidated presence in Northern Europe, Germany, Japan and Australia. Investindustrial Advisors Limited indirectly exercises control over La Doria pursuant to Article 93 of the Consolidated Law on Finance.

The bidder is a corporate vehicle, incorporated on 19 October 2021 for the sole purpose of concluding the sale and consequently promoting the bid.

The bidder's share capital is wholly owned by Amalfi Invest Spa, whose share capital is in turn owned by Amalfi Invest Opportunities Sàrl, a company under Luxembourg law (“HoldCo”), for a shareholding equal to 65% of the relative share capital, and by some members of the Ferraioli family or by companies belonging to them, for a total shareholding equal to 35% of the capital.

The transaction involves, in addition to the purchase of the La Doria’s control package by Amalfi Holding Spa, which took place on 31 January last, and the consequent mandatory takeover bid aimed at delisting La Doria, also the reinvestment of members of the Ferraioli family in La Doria chain, on the basis of the provisions also in the shareholders' agreement published for extract pursuant to Article 122 of the Consolidated Law on Finance and attached to the bid document.

On 31 January 2022, following the occurrence of the conditions precedent concerning in particular the obtaining of authorisations for the purchase including the authorisations provided for by the competent antitrust authorities, the purchase contract was executed with which Amalfi Holding Spa (BidCo) purchased 63.13% of the share capital of La Doria Spa of the Ferraioli family members (Teresa Maria Rosaria Ferraioli, Andrea Ferraioli Senior, Andrea Ferraioli Junior, Antonio Ferraioli, Diodato Ferraioli, Gabriella Anna Ferraioli, Giovanna Ferraioli, Michele Imbriani, Simona Imbriani, Iolanda Ferraioli, Tommaso Mariniello, Annapaola Mariniello, Raffaella Ferraioli, Enzo Diodato Lamberti, Giovanna Lamberti, Rosa Ferraioli, Antonella Manzo and Marina Manzo) at a total price of approximately 322.9 million euros, corresponding to a unit price per La Doria share equal to 16.50 euros.

As a result of the execution of the sale, the obligation arose to promote a mandatory takeover bid on all La Doria ordinary shares, after deducting the shares held by the bidder. In addition, on 7 February 2022, the bidder purchased an additional 1,814,122 shares on the market, corresponding to 5.85% of the share capital of La Doria at a price of 16.50 euros per share, increasing its (direct and indirect) shareholding in the share capital of La Doria from 63.13% to 68.98%.

The bid relates to a maximum of 9,177,477 shares, representing 29.60% of the share capital of the issuer, i.e. all the shares in circulation minus the 21,385,122 shares already owned by the bidder, as well as the 437,401 treasury shares held by the issuer, representing 1.41% of the share capital. The bidder reserves the right to purchase shares outside the bid, in compliance with the applicable regulations. Any purchases made outside the bid will be made known to the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulation.

The bidder will pay each participant in the bid a consideration equal to 16.50 euro for each share tendered in acceptance of the bid.

The consideration, given the mandatory nature of the bid, was determined in accordance with the provisions of Article 106, paragraph 2, of the Consolidated Law on Finance, i.e. at the highest price paid by the bidder and the persons acting in concert for the purchase of La Doria shareholding, in the twelve months prior to the communication pursuant to Article 102, paragraph 1, of the Consolidated Law on Finance.

The period of adherence to the bid, agreed with Borsa Italiana, begins on 28 March and will end on 21 April 2022, inclusive, unless extended. This term will eventually be reopened on 29 April and 2, 3, 4 and 5 May 2022.

The bid is aimed at acquiring the entire share capital of the issuer and achieving delisting in the context of the bid itself; therefore, when the relative conditions are met, the bidder does not intend to restore a sufficient free float to ensure the regular progress of the trading of the shares.

If the delisting is not achieved due to the fulfilment of the purchase obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance and/or the purchase obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and through the exercise of the purchase right pursuant to Article 111, paragraph 1, of the Consolidated Law on Finance, the bidder reserves the right to achieve the delisting by other means, including the merger by incorporation of the issuer into the bidder and/or the holding company resulting from the merger.

As of the date of the bid document, no decision has been taken regarding the merger between the issuer and the bidder and/or the holding company resulting from the merger.

The issuer’s press release drawn up pursuant to Articles 103, paragraph 3, of the Consolidated Law on Finance and 39 of the Issuers' Regulations, approved by the issuer's Board of directors, is attached to the bid document accompanied by the opinion of the Independent Directors.

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The following were published in the Official Gazette of the Italian Republic - IV Special Series - Contests and Examinations no. 23 of 22 March:

• a notice of public competition, for the permanent employment of 5 graduates with a “STEM” (Science, Technology, Engineering and Mathematics) profile in the professional segment of a director in the Management and High Professionalism Area of Consob's regular staff, to be assigned to the Rome office;
• a notice of public competition, for the permanent employment of 5 graduates in the professional segment of expert, IT profile, in the Management Area and High Professionalism of the Consob staff, to be assigned to the Rome office;
• a notice of public selection for the emplooyment, with a fixed-term employment contract in the contractual category equivalent to the professional segment of director, of a resource with an IT profile, to be assigned to the Rome office.

Applications must be submitted within the mandatory deadline of 6.00 pm (Italian time) on 21 April 2022, using only the application available on the Consob website at https://www.consob.it/Candidature/. No other form of application shall be allowed.

The resolutions and the related notices and selection are published in the Consob Bulletin as well as on the website www.consob.it under section “la Consob e le sue attività/La Consob/Lavorare in Consob/Concorsi in corso di svolgimento” (resolutions nos. 22188 and 22189 of 2 February 2022 and resolution no. 22249 of 3 March 2022).

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The Council of the International Organisation of Financial Market Supervisory Authorities (Iosco) has opened a consultation with stakeholders (investors, regulatory authorities, market participants, regulated entities, financial consumers, academics and other international bodies) in order to develop a “toolbox” (regulatory toolkit) with regulatory tools to be used in relation to new types of behaviour in retail markets in a rapidly evolving context with regard to investments.

The increase in the number of retail investors in the securities markets could in fact accentuate the influence of the retail component on market trends and pricing, with similar regulatory implications on the retail markets.

The growth of the retail component could also lead to an increase in misconduct, with implications for: consumers of financial services, investors, national economies and the global financial system.

The Consultation Report provides an overall picture of this evolution of investments and of particular phenomena in place such as, among others, gamification, self-directed trading and the influence of social media on the behaviour of retail investors, especially following the Covid-19 pandemic (and its consequences on investors). The evidence underlying the Report also originates from surveys carried out by Iosco and by member countries and from the results of the the Report drawn up by the Retail Market Conduct Task Force (RMCTF) of Iosco, published in December 2020.

The Report explores the consequences of Covid-19 and the crisis on the behaviour of companies and retail investors, with the increase in the offer of particularly risky products; particular attention is paid to the vulnerability of retail investors, which is greater due to market stress.

Iosco, in order to integrate the analysis carried out in the consultation document, will promote in the first quarter of 2022 the organization of a round table with consumer groups and other interested parties to deepen the topic.

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Iosco, the Financial Markets Supervisory Authority, published a detailed Report on 24 March to illustrate how the area of decentralised finance (“DeFi”) is rapidly changing in line with the evolution of conventional financial markets. The document provides an accurate overview of the decentralised finance market also identifying the new products and services offered by operators. It emerges that the majority of new services replicate conventional services and activities, but present weaker regulation and greater risks to investors.

It is therefore (as the “innovators” of DeFi claim) a peer-to-peer market that escapes a form of centralized control. The report, deepening the functioning of the DeFi system, traces the presence of “central actors” who maintain control, albeit with new methods, such as the distribution of “governance tokens”. Important in this context is the role played by centralised trading platforms - often at risk of substantial conflicts of interest.

As a follow-up to the considerations expressed in the Report, Iosco has therefore announced the establishment of a new task force to assess both the potential opportunities and the risks determined by DeFi for investors and markets.

Addressing market participants already active on the issues of cryptocurrencies and DeFi, Iosco asked that any comments and contributions on the issues raised in the DeFi Report be sent to DeFi@iosco.org.

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The Faculty of Economics of Sapienza University of Rome and Consob organize the second seminar of the series of meetings dedicated to “New frontiers in financial markets and financial regulation”, entitled Climate risk and ESG factors, which will be held in webinar format on Friday, April 1, 2022, from 10:00 am to 12:00 pm.

The following papers will be presented at the seminar after institutional interventions:

• Dissecting Climate Risks: Are they Reflected in Stock Prices? by Renato Faccini (LSE), Rastin Matin (Denmark Central Bank), George Skiadopoulos (Piraeus University);
• Be good to be wise: ESG awareness as a potential credit risk mitigation factor, by Marina Brogi (University of Rome La Sapienza), Valentina Lagasio (University of Rome La Sapienza), Pasqualina Porretta (University of Rome La Sapienza).

Here you will find the hyperlink to participate in streaming at the event and this is the hyperlink to download the detailed program.

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The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Hong Kong (Securities and Futures Commission - SFC), Ontario (Ontario Securities Commission - OSC), Ireland (Central Bank of Ireland - CBI), Romania (Financial Supervisory Authority, Romania - FSA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Switzerland (Swiss Financial Market Supervisory Authority - FINMA) and Spain (Comisión Nacional del Mercado de Valores - CNMV), report companies and websites that are offering investment, financial, banking and insurance services without the required authorisations.

Reported by the Financial Conduct Authority (FCA) - United Kingdom:

• Financial Services Monitoring Authority (www.fsma.org.uk);
• Damion Capital (tel.: 00815058659212);
• Profitedfxfnc (www.profitedfxfnc.com);
• Gemstone Fx (www.gemstonefx.com);
• Nexusfx Market (www.nexusfxmarket.com);
• 365Falcon (https://www.365falcon.com/#/). Previously reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland, see “Consob Informa” no. 5/2022 of 14 February 2022;
• Edf Promotions (www.edfpromotions2022.com), clone of a licensed company;
• Brown Finance (www.b-finances.com), clone of a licensed company. Previously reported by the Financial Services and Markets Authority (FSMA) - Belgium, see “Consob Informa” no. 4/2022 of 7 February 2022;
• Smart Invest by Akoni (www.akoni-hub.de,festgeld.akoni-hub.de), clone of a licensed company;
• Primerfx Limited (http://primerfx.com);
• Skycryptoption (http://skycryptoption.com);
• Topvexominersfx.com (https://topvexominersfx.com);
• Sunrisecrypto (http://sunrisecrypto.net);
• Alpha Crypto Trade Fx Ltd (http://alphacryptotradefx.com);
• Leom Market (https://lmtradefx.com/en);
• Cryptogemini.net Ltd (http://cryptogemini.net);
• Ace Crown Fx (https://acecrownfx.com);
• Bitforexglobal.com (https://bitforexglobal.com);
• Dynamic Crypto Traders (https://dynamiccryptotraders.com);
• Sofx Limited (so-fx.net);
• Millard Moore Llc (email: admin@millardmore.com);
• fxbitbull.com (www.fixbitbull.com);
• Income Bonds Uk (https://www.incomebonds.uk/, www.bestbonds.today, www.ukfixedbonds.org, www.fixedincome-compare.com, www.ukbonds.org, https://uk-incomebonds.com/, www.ukincomebonds.com, https://uk-bonds.co/, www.incomebonds.org, ukincomebonds.co, www.incomebonds.so, www.incomebonds.se, www.ukincomebonds.so, www.ukincomebonds.org, https://income-bonds.com/, uk-bonds.com);
• Capshaw Capital Associates Llc (http://www.capshawcapitalassoc.com);
• Capitalonlinefx (https://capitalonlinefx.com);
• Coins Fx Holdings Ltd (https://coinsfxholdingsltd.com).
• Royalton Investments Limited (www.royaltoninvestments.org).

Reported by the Securities and Futures Commission (SFC) - Hong Kong:

• www.cortezcapital-hk.com, clone of a licensed company;
• www.redsun-hk.com, clone of a licensed company.

Reported by the Ontario Securities Commission (OSC) - Ontario:

• Moon Life Investment (https://moonlifenvest.com);
• Fdxcrypto / Xmarket Holdings Ltd. (https://fdxcrypto.com);
• Hc Coins (https://m.hccoins.vip, https://web.hccoins.vip).

Reported by the Central Bank of Ireland (CBI) - Ireland:

• MbInvest (www.mbinv.eu), clone of a licensed company. Already the subject of Consob resolution no. 22271 of 16 March 2022. Subsequently, the authority, using the powers resulting from the “Decreto Crescita” (Growth Decree; Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies), ordered Internet connectivity service providers to inhibit access from Italy to the website www.mbinv.eu;

Reported by the Financial Supervisory Authority, Romania (FSA) - Romania:

• Target Global Investments (https://targetglobalinvestments.com).

Reported by the Commission de Surveillance du Secteur Financier (CSSF) - Luxembourg:

• www.demo-efg-private.com, clone of a licensed company;
• Neon Switzerland Ag (https://espace-pros.com);
• Secoya Private Equity (www.secoyaprivateequity.com).

The Commission de Surveillance du Secteur Financier (CSSF) also warns the public of investors who unauthorised persons contact potential investors, on behalf of a company called Halisol offering investment services, including in particular an investment contract called “HLS Pldt Basic”. For this purpose, they also use emails with contact@groupe-halisol-france.com and firstname.surname@groupehalisol-france.com address formats and illegally use the name, logo and address of the Luxembourg company Halisol Groupe S.A. The CSSF states that the Luxembourg company Halisol Groupe S.A. has no connection with the facts referred to in the warning.

Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:

• Second Renaissance lnvestments Ltd (www.secondrenaissance.com).

Reported by the Comisión Nacional del Mercado de Valores (CNMV) - Spain:

• Treasure Forex Global Limited (https://www.treasure180.com);
• Uncanny Services Ltd (https://5markets.io);
• Amplixx Llc (https://amplixx.com);
• Apexcrypt Ltd (https://apexcrypt.net);
• https://goldengates.global/es;
• https://www.exindex.co;
• Surreptitious Group Llc (https://fincloud.capital, https://fincloud.center);
• Generación Zoe / Universidad Del Trading, Sa / Generación Zoe, Sa / Kurzena Limited (https://zoebroker.com);
• Fylder Limited (https://iqtraders.eu);
• Leumi Overseas Trust Corporation Limited (https://leuminvest.com);
• Delta Nomines Ltd (https://primedeltas.com);
• Bloomb Trading Facility Bv (https://tradingbloom.com).

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• Two notices of competition for the permanent employment of 5 graduates with a “STEM” (Science, Technology, Engineering and Mathematics) profile, 5 graduates in the professional segment of expert with an IT profile and a notice of public selection for the employment, with a fixed-term employment contract in the contractual category equivalent to the professional segment of director, of a resource with an IT profile have published in the Official Gazette of the Italian Republic - IV Series of Competitions and Exams - of 22 March 2022 (resolutions no. 22188 and 22189 of 2 February 2022 and resolution no. 22249 of 3 March 2022).

• The bid document relating to the mandatory totalitarian takeover bid promoted, pursuant to Articles 102 and 106, paragraph 1 and paragraph 3, letter a) of Legislative Decree no. 58 of 1998, by Amalfi Holding Spa on shares issued by La Doria Spa has been approved (Resolution no. 22273 of 21 March 2022).

• The prospectus aimed at the public offering for the subscription of subordinated bonds issued by EcorNaturaSì Spa has been approved(decision of 24 January 2022).

• Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of said Consolidated Law on Finance, put in place by:
  • Infinity4X through the website www.infinity4x.com (resolution no. 22276 of 24 March 2022);
  • Empire Trading and Techsync Management Consultancies Llc through the website www.empiretrading.net and its page https://live.empiretrading.net (resolution no. 22275 of 24 March 2022);
  • EqualityFin through the website https://equalityfin.io and its page https://client.equalityfin.io (resolution no. 22279 of 24 March 2022);
  • Fincloud through the websites https://fnincloud.live and https://fincloud.center and its page https.//webtrader.fincloud.live (resolution no. 22277 of 24 March 2022);
  • Axa Business Solution Ltd through the website https://lionfxm.com and its page https://portal.lionfxm.com (resolution no. 22278 of 24 March 2022).