Newsletter - CONSOB AND ITS ACTIVITIES
News of the week:
Expiry of the term of office of Member Giuseppe Maria Berruti
Annual meeting of Consob with the financial market: 9 June 2023 at Borsa Italiana
Watch for scams! Financial fraud: Consob blacks out 6 more abusive websites
23 February 2023 - Seminar on "Digitalisation. Knowledge, attitudes and choices of Italian investors"
27-28 February 2023 - Workshop on Cyber Security, Market Disclosure & Industry
2 March 2023 - Seminar on "Customer profiling for suitability assessment"
10 March 2023 - Conference on "The new frontiers of digital finance"
Proceedings of the Conference "Independent Authorities, Anti-Corruption and Whistleblowing: the open issues" have been published in the Legal Research Papers Series
Capital strengthening transactions reserved for a single investor: non-standard POC, SEDA, SEF and other transactions with similar characteristics: Consultation with the market has been launched
Voluntary takeover bids by Net Holding Spa on shares and warrants of Net Insurance Spa: Consob approves bid document
Bioera Spa: Consob approves the prospectus for the offer and admission to listing of new shares
Global Money Week 2023 commences on 20 March
Investor protection warnings from other regulatory authorities
Commission decisions taken during the week
On the occasion of the expiry of the term of office of Member Giuseppe Maria Berruti, Consob expressed its deep appreciation for the highly qualified professional contribution made to the institution over the course of seven years of intense work and highlighted the fundamental contribution made by the Member on regulatory issues and, in particular, to relations with the judiciary.
Consob's customary annual meeting with the financial market will be held on Friday 9 June at 11:00 in Milan, in Palazzo Mezzanotte, the historic headquarters of Borsa Italiana.
Consob has ordered the blackout of 6 new websites that abusively offer financial services/financial products: 5 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 "Decreto crescita" (growth decree, Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies) regarding the blackout of the websites 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:
- Bamboozle Group Ltd (website https://enerixinvest.pro and its page https://eninvest.pro);
- The Active Traders Ltd (website https://theactivetrade.com and its page https://client.theactivetrade.com);
- Admiralfx (website https://admiralmarket-ecn.com);
- Rever LTD/Vexxsel (website https://vexxsel.online and its page https://platform.vexxsel.online);
- EuropeanFX Limited (website https://europeanfx.co/ and its pages https://client.europeanfx.co/ and https://trade.europeanfx.co);
- Gold Crown Mining Limited (website www.goldcrownminingltd.com).
The number of sites 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 839.
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 you that there is a section on the homepage of its website www.consob.it entitled "Watch for scams!", providing useful information to warn investors against financially abusive initiatives.
Consob has also suspended, for a period of 90 days, pursuant to Article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998 (Consolidated Law on Finance), the offering to the public residing in Italy involving investments of a financial nature promoted by Gold Crown Mining Limited through the website www.goldcrownminingltd.com (resolution no. 22598 of 14 February 2023).
Consob presents the seminar entitled "Digitalisation. Knowledge, attitudes and choices of Italian investors", which will be held on Thursday, 23 February 2023from 15:00 to 17:00, at the Consob Auditorium, Via C. Monteverdi 35, Rome. The meeting is the last in aseries of four seminars entitled "The investment choices of Italian households - Financial culture, innovation and sustainability" based on the data collected by the Observatory "The approach of Italian households to finance and investment".
Paolo Ciocca (Member of the Consob Commission), Tania De Renzis (ESMA), Laura Grassi (Politecnico di Milano), Matthew Kan (Ontario Securities Commission), Daniela Marconi (Bank of Italy), Nadia Linciano and Paola Soccorso (Consob Research Division) will speak. The detailed programme of the event will be available shortly.
Attendance is free of charge, though attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari. The event can also be streamed using the following link: https://youtu.be/pergz0NoAY4.
The Catholic University of the Sacred Heart and Consob have organised a Workshop on Cyber Security, Market Disclosure & Industry that will take place in Milan on 27February 2023 from 15:00 to 18:00 and on 28 February 2023 from 10:00 to 13:00. The event will take place over two sessions (days) and the aim is to discuss whether increasing the market disclosure and cyber risk resilience of listed companies and/or companies of significant importance would effectively strengthen investor protection and market awareness.
First session: 27 February, 15:00-18:00
- Following a welcome address by the Dean of the Faculty of Banking, Financial and Insurance Sciences (Milan), the first part of the session will be dedicated to Consob, ESMA (European Financial Instruments and Markets Authority) and the SEC (Securities and Exchange Commission), which will offer an overview of the latest regulatory developments in Europe and America on cybersecurity. The second part will involve a round table discussion among the CFOs of relevant companies listed on the Italian stock exchange.
Second session: 28 February, 10:00-13:00
- Following opening remarks by the Dean of the Faculty of Economics and Law (Piacenza), the European Banking Federation will introduce the topic of cyber resilience and the potential impact of the new DORA legislation. The second part will take the form of a round table discussion during which the authorities, significant entities and specialised companies will share their experiences.
The event can be attended in person in room PIO XI of the Catholic University of the Sacred Heart (Milan), or remotely. Details on how to register for the workshop will follow.
Consob has organised a seminar entitled Customer Profiling for Suitability Assessment - Recognition on a Sample of Italian Intermediaries to be held on Thursday, 2 March 2023, from 10:00 to 12:00, at the Consob Auditorium, Via C. Monteverdi 35 (Rome) and will be streamed live. Paolo Ciocca (Consob Commissioner), Gianpaolo Barbuzzi (Alternative Financial Dispute Resolution Scheme), Michele de Mari (University of Verona), Francesco Adria and Francesco Quaranta (Consob Intermediaries Division), Nadia Linciano and Paola Soccorso (Consob Research Division) will speak.
Attendance is free of charge, but attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari. The detailed programme of the event will be available shortly. The event is also streamed at the following link: https://youtu.be/rqsT6mpp6Aw.
Consob is organising a conference entitled "The New Frontiers of Digital Finance", to be held on 10 March 2023, from 10:00 to 13:00, at the Auditorium in Via C. Monteverdi 35, Rome.
The proceedings will be opened by Paolo Savona, Chairman of Consob. This will be followed by a keynote speech by Verena Ross, Chair of ESMA, and speeches by distinguished representatives of European institutions and authorities, national supervisory authorities and market participants. Other speakers will include: John Berrigan, Director General DG FISMA of the European Commission; Carmine Di Noia, Director DAF-OECD; Elisabeth McCaul, Member of the Supervisory Board of the European Central Bank; Paolo Angelini, Deputy Director General of the Bank of Italy; Roni Michael, Global Head of Innovation at KPMG. The detailed programme of the event will be available shortly.
Attendance is free of charge, though attendees are asked to register online: https://www.consob.it/web/area-pubblica/iscrizione-seminari.
Proceedings of the Conference "Independent Authorities, Anti-Corruption and Whistleblowing: the open issues" organised by Consob on 14 October 2022 together with the Italian Competition Authority (AGCM) and the University of Rome Tor Vergata, within the framework of the 7th Edition of the Anti-Corruption Master's Degree, have been published in Consob's Legal Research Papers Series.
The speakers attending the conference included Roberto Rustichelli, Elisabetta Iossa and Guido Stazi of AGCM; Vittorio Capuzza and Emiliano Di Carlo of the University of Rome Tor Vergata; Filippo Cucuccio of ANSPC; Giuseppe Busia and Renato Catalano of ANAC; Giulietta Gamba of the Italian Communications Regulatory Authority (AGCOM); Claudio Filippi of the Italian Data Protection Authority; Maria Antonietta Scopelliti of Consob; Gian Luca Trequattrini of the Bank of Italy.
The conference delved into the legislation on the prevention of corruption and the legal institution of Whistleblowing, introduced by Law no. 190 of 6 November 2012, with particular reference to the regulatory structure of the independent administrative authorities. This was an important opportunity for public discussion on the models and mechanisms for preventing corruption within the context of the main independent authorities, which allowed Consob to take stock of its most recent achievements with a view to guaranteeing organisational mechanisms capable of preventing the opacity of decision-making processes, favouring the possibility of receiving reports from employees regarding any unlawful conduct.
Consob has launched the consultation with the market on a proposal for a Communication with which it intends to provide indications aimed at regulating the disclosure obligations of issuers with shares listed on regulated markets connected to the so-called "non-standard POC" transactions (i.e. single-investor reserved convertible bonds with the characteristics identified in the same Communication).
Furthermore, considering the similarities of the non-standard POCs with respect to the capital increase transactions reserved to a single investor called Stand-by Equity Distribution Agreement ("SEDA") and Step-Up Equity Financing ("SEF"), already regulated by two previous Communications adopted by Consob in 2006 and 2008 (Communications nos. DME/6083801 of 20 October 2006 and DEM/DME/DSG/8065325 of 10 July 2008), the purpose of the Communication is also to carry out a wider intervention, aimed not only at regulating the new transactions related to the same non-standard POCs, but also at carrying out a general systematisation of the indications already given on the matter (providing further indications for the SEDAs, for the SEFs and for all other types of transactions with similar characteristics, such as, for example, those carried out through the allotment of warrants to a single investor).
Furthermore, considering that these transactions (and, in particular, non-standard POCs) are also widespread among companies whose shares are traded on MTFs, the Communication also provides indications applicable to these cases. In any case, with a view to proportionality and not burdening the operators, in such cases the information framework is adjusted differently from that assumed for companies with shares listed on regulated markets (in particular, certain information requirements are not imposed, but only recommended).
The new Communication therefore aims to replace the two previous Communications provided by Consob on the matter (which would consequently be repealed). Comments on the consultation paper must be received online by Consob no later than 1° March 2023 , through the Integrated System for External User (SIPE).
The document relating to voluntary takeover bids promoted, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Net Holding Spa on all ordinary shares and warrants issued by Net Insurance Spa has been approved (resolution no. 22604 of 15 February 2023).
The issuer,Net Insurance Spa, is a company authorised to pursue insurance and reinsurance activities, registered in the IVASS register, listed since August 2022 on the Euronext Star Milan segment, founded in 2000 and admitted to trading on the former Aim (now Euronext Growth Milan) from 19 December 2013.
The group of the same name is active in non-life insurance services (throughNet Insurance) and life insurance (through the subsidiaryNet Insurance Life Spa).
On the basis of the communications pursuant to Article 120 of the Consolidated Law on Finance (TUF) and the information contained in the takeover bid document, the issuer's capital is divided as follows: IBL 26.63%; treasury shares 9.66%Algebris Investments (Ireland Limited) 5.00%; First Capital Spa 4.93%. Net Insurance is specialised in the issuance of insurance coverage in credit insurance services related to the provision of personal loans, repayable by transfer of one-fifth of the salary/pension. The company is the fifth largest player in the credit insurance market, with a market share of 4.9%.
The bidder, Net Holding Spa, is a special purpose vehicle company established on 12 October 2022 for the purpose of promoting bids, fully controlled by Poste Vita, an insurance company of the Poste Italiane Group that fully controls the two companies operating in the insurance sector, Poste Assicura and Poste Insurance Broker.
Poste Vita, a wholly owned subsidiary of Poste Italiane, which in turn reports to the Ministry of the Economy and Finance, which owns, directly and throughCassa Depositi e Prestiti Spa, about 65% of the capital, was established in 1996 and since 2014 qualifies as the leading insurance company in Italy in terms of life premium income.
Poste Vita, a company authorised to carry out activities relating to life, non-life, health and accident insurance, distributes its products through Poste Italiane, BancoPosta, an insurance intermediary authorised for the placement of insurance products.
The purpose of the bids is to integrate the activities of the issuer into the activities of the Poste Italiane group to which Poste Vita belongs and achieve the delisting of the issuer.
The bids, promoted by Net Holding also in the name and on behalf of IBL and the Manager, are voluntary; in particular, the share offer concerns:
- a maximum of 18,114,269 shares of the issuer, including 1,789,941 treasury shares, equal to approximately 9.67% of the pre-dilution share capital and approximately 8.80% of the fully-diluted share capital of the issuer, deducting the 400,000 shares subject to the non-subscription commitment assumed by Andrea Battista, current CEO of the issuer (the "Manager") and qualifying as a dealer in concert with the bidder pursuant to Article 101-bis, paragraph 4-bis of the Consolidated Law on Finance (representing 2.16% of the pre-dilution share capital and 1.97% of the fully-diluted share capital);
- a maximum of 1,475,884 shares, representing 7.25% of the fully diluted capital that could be issued as a result of the exercise of 1,475,884 warrants, equal to all outstanding warrants with the exception of 347,351 held by the Istituto Bancario del Lavoro Spa (" IBL") and by the Manager and subject to the subscription commitments assumed by the them in relation to the warrant bid.
The warrant bid concerns 1,823,235 Net insurance warrants, that is, all outstanding warrants. IBL and the Manager have undertaken to bring to the warrant bid all the warrants held by them, equal to 340,959 and 6,392 respectively, representing a total of 18.67% of the warrants being offered.
For each share tendered in acceptance of the bid, the bidder will pay a consideration per share of 9.50 euro.
For each warrant tendered in acceptance of the bid on the warrants, the bidder will pay a consideration per share of 4.81 euro.
The maximum disbursement relating to both bids is equal to 187,777,211.81 euro, of which 186,106,453.50 euro relate to the share bid - calculated by assuming subscription of all the compendium shares relating to all the warrants deducting those subject to the subscription commitments to the warrant bid - and 1,670,758.31 euro relate to the warrant bid - calculated by considering only the warrants held by IBL and the Manager subject to the subscription commitments.
In relation to the share bid: i) IBL has undertaken the commitment to submit for subscription to the share bid the entire shareholding held by it, equal to 26.63% of the Net Insurance capital issued to date and 24.24% of the fully diluted share capital; ii) the Manager has undertaken the commitment to submit for subscription 794,123 shares representing 3.90% of the fully-diluted capital; therefore, the subscription commitments concern an overall amount equal to 31.37% of the capital issued to date and 28.56% of the fully diluted capital.
The subscription period of the bids runs from 27 February 2023 and ends on 6 April 2023 with date of payment 14 April 2023. Any re-opening of the terms will be held on 17, 18, 19, 20 and 21 April 2023, unless extended.
The offer is conditional on a series of conditions, including:
- the achievement, by the bidder and the persons acting in concert with them, as a result of the share bid, of a shareholding of at least 90% of the capital of the issuer in circulation at the closing date of the subscription period and obtaining as a result of the warrant bid a number of warrants at least equal to 90% of the all the warrants issued and in circulation at the closing date of the subscription period;
- obtaining, by the second day of the stock market trading day preceding the payment date, any authorisation, approval or clearance that may be required by any competent authority pursuant to the applicable regulations for the completion of bids and reinvestment in Net Holding without the imposition of corrective measures;
- the MAC (Material adverse change)
The conditions can all be waived and modified by the bidder, to the extent permitted by law with regard to the condition relating to the authorisations, subject to written agreement between Poste Vita and IBL.
The bids are part of a broader operation - aimed at enhancing the value of the issuer, to be carried out through the long-term business partnership with IBL, the bank heading the group with of the same name, specialising in loans with the transfer of the fifth; in order to carry out this operation, on 28 September 2022 - the date of communication of the bids pursuant to Article 102, paragraph 1, of the Consolidated Law on Finance (TUF) - Poste Vita signed two agreements: i) with IBL, as the relative majority shareholder of the issuer with a percentage of 26.63% of the issued capital (Framework Agreement); ii) with the current CEO and shareholder of the issuer (holder of a percentage equal to 4.61% of the issued capital), Andrea Battista (Manager Agreement).
Pursuant to the Framework Agreement IBL - in addition to committing to subscribe to the bids with the entire share it holds in the issuer and with all of the warrants against an overall consideration of 49,271,825.29 euro - it undertook to acquire, in the event of a successful outcome of the bids (within the second day following the last payment date), a 40% shareholding in the share capital of Net Holding against the payment, in the event of full subscription to the bid by the offerees, of all the proceeds from subscription to the bids and of an additional amount of 26,639,059.43 euro deriving from own resources, for an overall sum of 75,910,884.72 euro.
The Framework Agreement also lays down certain rules relating to corporate governance and limits on the circulation of shares. There are also put options in favour of IBL and mirror call options in favour of Poste Vita to be exercised at the end of the five-year lock-up period at a price equal to the fair market value.
The Manager Agreement signed by Poste Vita and Andrea Battista with the aim of ensuring the constant involvement of the top management of the issuer in the future development of the same and of its subsidiary company - in addition to providing for the aforementioned subscription commitments to the bids and non-subscription to the share bid as regards a part of the representative shares held, as mentioned of 1.97% of the fully diluted capital of Net Insurance - establishes that the Manager will be appointed CEO of Net Insurance with a minimum term of office until the adoption of the balance sheet for the 2025 financial year. The same agreement also provides for certain exit mechanisms in favour of the Manager at certain deadlines to be exercised, if certain conditions are met, at a price equal to the fair market value.
The approved issuer's press release, pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance (TUF) and Article 39 of the Issuers' Regulation, by the Board of Directors of the issuer, containing all data useful for assessing the bid and for its own evaluation of the bid, is attached to the bid document, accompanied by the fairness opinion and by the opinion of the independent directors.
Consob has approved the prospectus relating to the option offer and the admission to trading on Euronext Milan, organised and operated byBorsa Italiana Spa, of the new ordinary shares of Bioera Spa deriving from a capital increase through a rights offering, and the admission to trading, on the aforementioned market, of the new ordinary shares of Bioera deriving from an increase in capital with the exclusion of the option rights.
The issuer is an equity investment holding company with a 33% shareholding in Meditalia Srl, in liquidation, and a 33% shareholding in Meditalia Industriale Srl, a company active in the manufacture of biomedical products in plastic materials. The only subject with a shareholding in Bioera of more than 5% is Biofood Italia Srl, with a shareholding of 5.60%.
The Bioera Group is in a situation of significant stress in terms of its economic and financial standing, as demonstrated by the presence of operating losses, overdue debt positions and capital deficit.
Due to the exit of Ki Group Holding Spa from the scope of consolidation of the issuer (which took place in February 2022), the Bioera group does not carry out any operational activities at the date of the prospectus.
The business continuity outlook of the issuer of the group is closely linked to both the ability to raise sufficient financial resources to meet the group's overall net financial needs for the twelve months following the date of the prospectus and the issuer's ability to identify investment opportunities and to raise the financial resources necessary for the development of new business activities.
For the purposes of strengthening their capital and financial position, the Board of Directors of Bioera, on 21 April 2022, resolved to increase the share capital for consideration and on a divisible basis for a maximum amount of 15,000,000 euro as an option to shareholders; on 4 October 2022, the Board of Directors of the company then resolved to reduce the amount of the capital increase from 15,000,000 to 10,000,000 euro.
On 5 August 2022, the Board of Directors resolved to sign an agreement with Golden Eagle Capital Advisors Inc. (GECA), a US investment company, pursuant to which GECA undertook to subscribe a convertible cum warrant, divided into 18 tranches for a maximum of 900 bonds convertible to shares, for a unit value of 10,000 euro and therefore for an overall amount of 9,000,000 euro (the "Convertible Bond" or "POC").
Taking into account the agreement with GECA, on 30 September 2022, the extraordinary shareholders' meeting of the company resolved to: (i) issue a bond convertible to ordinary shares of the cum warrant company pursuant to Article 2420-bis, paragraph 1, of the Italian Civil Code, with the exclusion of the option right, for a maximum overall amount of 9,000,000 euro divided into 18 tranches; (ii) increase the share capital in a divisible manner, with the exclusion of the option right, serving the conversion of the convertible cum warrant for a maximum nominal amount of 9,000,000 euro ("POC Capital Increase"); (iii) issue warrants to be assigned free of charge to the subscribers of the convertible cum warrant; (iv) increase the share capital, in a divisible manner and upon payment, with the exclusion of the option right serving the exercise of the warrants for a maximum nominal amount of 9,000,000 euro ("Warrant Capital Increase" and the Capital Increase, "Reserved Capital Increase").
The offer, for a total amount of a maximum of 9,638,886 euro, concerns a maximum of 48,194,430 new shares resulting from the capital increase through a rights offering, to be offered to the shareholders in the ratio of 15 new shares for every share held, at the offer price of 0.20 euro (of which 0.12 euro is to be charged to share capital and 0.08 euro as a premium) for each new share.
The option offer period starts on 20 February 2023 and ends on 7 March 2023. The option rights will be negotiable in the period between 20 February and 1 March 2023. The option rights not exercised by the end of the offer period will be offered on Borsa Italiana, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, within one month of the end of the offer period, for at least two opening trade days.
In the "Risk Factors" chapter, the prospectus outlines the risks with regard to the economic and financial situation of the issuer and of the group and the financial instruments being admitted to trading.
"Plan your money, plant your future" is the official theme of this edition of Global Money Week. Applications for the organisation of events and initiatives throughout Italy are open on the Edufin Committee website. You can apply until 13 March.
The Global Money Week (GMW) is the annual event promoted by the OECD 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 50 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) with the organisational support of Consob and the Bank of Italy.
"Plan your money, plant your future" is a message emphasising the strong link between planning one's finances and one's future with a view to sustainable development, with attention to the environment and to society.
The Edufin Committee invites associations, institutions, companies, universities and research centres, schools, foundations, public administrations and any other organisation wishing to participate in the field of financial education with quality events. All the initiatives meeting the requirements of the Guidelines available on the official website will be approved www.quellocheconta.gov.it.
Membership will allow you to use the official GMW logo and to benefit from the many promotional activities, at national and local level, managed by the Committee to promote greater visibility to the organisers of the individual initiatives. Information on the events will be published on the official website www.quellocheconta.gov.it and on the social media profiles @ITAedufin on Facebook, Twitter, Instagram and @ComitatoEdufin on LinkedIn.
"To know how to manage money is a fundamental issue for our young people. We must invest in financial education, plant the seeds to build a peaceful and sustainable future. We invite everyone to participate and contribute to this important event," says Annamaria Lusardi, Director of the Edufin Committee.
The Committee for the planning and coordination of financial education activities has the task of planning and promoting awareness-raising and financial education initiatives to improve in a measurable way the skills in the areas of savings, investments, social security and insurance.
The Committee, headed by Professor Annamaria Lusardi, is composed of: Ministry of the Economy and Finance, Ministry of Education, Universities and Research, Ministry of Enterprises and Made in Italy, Ministry of Labour and Social Policies, Bank of Italy, Consob, COVIP (Pension Fund Supervisory Committee), IVASS (Italian Insurance Supervisory Authority), OCF (Supervisory Body for the Single Register of Financial Advisors), National Council of Consumers and Users.
The supervisory authorities of United Kingdom (Financial Conduct Authority - FCA), Greece (Hellenic Capital Market Commission - HCMC), Spain (Comisión Nacional del Mercado de Valores - CNMV), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Ontario (Ontario Securities Commission - OSC), British Virgin Islands (British Virgin Islands Financial Services Commission - BVIFSC), Hong Kong (Securities and Futures Commission - SFC), Ireland (Central Bank of Ireland - CBI), Dominican Republic (Superintendencia del Mercado de Valores, Dominican Republic - SIMV), Taiwan (Financial Supervisory Commission, Chinese Taipei - FSC), Poland (Polish Financial Supervision Authority - KNF), Romania (Financial Supervisory Authority, Romania - FSA), report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Algorithm Dex (www.algorithmdex.com);
- Cryptox Coin Trade / Cryptoxcointrade (www.cryptoxcointrade.online);
- Eaglefxpro (www.eaglefxpro.online);
- Importcapital (https://importcapital.cc);
- Rxk Capital (https://rxkcapital.com);
- Assetsfxt (www.assetsfxt.com);
- Asset Finance Investment (www.assetfinanceinvestment.com);
- Watermanbates.com (www.watermanbates.com);
- Cryptoprofitcrex (www.cryptoprofitcrex.com);
- Accesscrypto Investment (www.accesscryptoinvestment.com);
- Way Trading Investment (www.waytradinginvestment.com);
- Vest Assets Ltd (www.vestassetltd.com);
- Superiorfx Trading (www.superiorfxtrading.com);
- Trufort investments (http://trufortinvestment.com);
- Capitalstacktrade L.P. (www.capitalstacktrade.com);
- Xbitmine / Xbitmine.co.uk (www.xbitmine.co.uk);
- Forexautopro Limited (www.hyip8.codemasterweb.com, email@example.com);
- Royal Bank of Trading (www.rbt.online);
- Xtb-usdt (https://www.xtb.com/en), clone of a licensed company;
- Capital Llc (email: firstname.lastname@example.org, email@example.com);
- Barron Financial Solutions Ltd (www.barronfs.co.uk), clone of a licensed company;
- Tfx Pro / Tfxpro.io (www.tfxpro.io);
- Neoinvestmentx (www.neoinvestmentx.com);
- Standardglobaltradingfx (www.standardglobaltradingfx.com);
- Beaufort securities (www.beaufortsecurities.com);
- Wealthcryptomine (https://wealthcryptomine.com);
- Broadmarketcap (https://broadmarketcap.com);
- Cryptoassetfortress (https://cryptoassetfortress.com);
- Onyx Traders / onyx-traders.com (www.onyx-traders.com). Already reported by the Alberta Securities Commission (ASC) - Alberta (see Consob Informa no. 5/2023 of 13 February 2023);
- Cover Appliance Limited (www.coverappliance.co.uk);
- Unitrust Venture / Unitrust-venture.com (www.unitrust-venture.com, firstname.lastname@example.org);
- Ljd Trading (www.ljdtrading.com);
- Bank Forex Signals / Bankforexsignals (www.bankforexsignals.co.uk);
- Bestway Trading Inc Global Limited (www.bestwaytrades.com);
- Vast Wealth (https://www.vastwealth.io/home);
- Wavefx.ltd Capital Group (www.wavefx.ltd);
- Intrao (https://intrao.com);
- Proton Assets / Proton-Assets.Com (www.proton-assets.com).
Reported by the Hellenic Capital Market Commission - (HCMC) - Greece:
Reported by the Comisión Nacional del Mercado de Valores (CNMV) - Spain:
- Akbuke Capital Llc (www.akbuke.capital);
- Action Markets Ltd (https://www.actionmarkets.com);
- Crypto Nation Pro (https://crypto-nationapp.com);
- Bamboozle Group Ltd (https://enerixinvest.pro, https://enerixinvest.co);
- Fxwinning Limited (https://fxwinning.pro);
- Reverra Llc (https://www.swizz-pro.com);
- Octochain Fintech Limited / Zoomex (https://www.zoomex.com).
Reported by the Commission de Surveillance du Secteur Financier - (Cssf) - Luxembourg:
- The CSSF warns investors that unknown persons are fraudulently misusing the name of the financial holding company incorporated under Luxembourg law, C.B.C Group S.A., by contacting potential investors to offer them investment products, including, in particular, a so-called "Livret diversifié". This is implemented by sending an email with the format of the address email@example.com. The CSSF wishes to point out that the Luxembourg company C.B.C Group S.A. has no connection with the facts referred to in this notice.
Reported by the Federal Financial Supervisory Authority (BAFIN) - Germany:
- Barclay Private Equity (www.barclay-privateequity.com).
Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:
- www.gublerfinance.com, clone of a licensed company;
- Swiss Finance Partners Group Ltd (www.swissfinpartners.com);
- Lst-ic (www.lst-ic.com);
- Tcs Bank Ag (www.tcsuisse.com).
Reported by the Ontario Securities Commission (OSC) - Ontario:
- Incofin-Trade Inc (www.incofin-tradeinc.com);
- trust-financial-planning.com, www.webtrader.trust-financial-planning.trade, www.trust-financial-planning.com, www.trustfinancial-planning.com, www.trust-financial-plannings.com, www.trust-financial-planing.com;
- Bitflyex (www.bitflyex.com);
- Nft-Fx (www.nft-fx.co);
- Helius Capital Limited (www.helius.pro);
- Arding-Fx (www.arding-fx.com);
- N26-Gmbh.Com (www.n26-gmbh.com);
- Global Swisspro (www.globalswisspro.com);
- Metadax Global (www.metadaxglobal.com);
- Cryptohold (www.cryptohold.pro);
- Linitybase Trading Services Llc / Linitybase Services Llc (www.linitybase.com);
- Kingex (www.king-ex.online);
- Euphoria Coin Investments (www.euphoriacoinvest.com);
- Bitworldss.com / Bitworldso.com (www.bitworldss.com, www.bitworldso.com);
- Ubcoins / Ubcoin (https://h5.ubcoins.net);
- Bitbear.cc (https://bitbear.cc);
- HubKoin / Pink Piggy Investment Group Incorporated (www.hubkoin.com);
- BitOpps / Rival Ltd (www.bitopps.com);
- Digitalcurrencyglobal.com (www.digitalcurrencyglobal.com);
- Tex-Pro / Texcoin-pro / Tex-pro Global Digital Assets Co., Ltd (www.texcoin-pro.com);
- Crypto-lloyds (www.crypto-lloyds.com).
Reported by the British Virgin Islands Financial Services Commission (BVIFSC) - British Virgin Islands:
The British Virgin Islands Financial Services Commission considers it necessary to issue a public statement in order to alert the public that an entity called EFRA is issuing a letter in which it falsely claims to be the Financial Services Regulatory Authority (BVIFSC) and to have set up a Redress Fund in order to arrange redress payments for investors who have suffered a financial loss.
Reported by the Securities and Futures Commission (SFC) - Hong Kong:
- www.protosscapgroup.com, clone of a licensed company.
Reported by the Central Bank of Ireland (CBI) - Ireland:
- Goldman Sachs Asset Management Fund Services Limited, clone of a licensed company;
- Deutsche Bank International Corporate Services (Ireland) Limited, clone of a licensed company;
- Loans Deluxe.
Reported by the Superintendencia del Mercado de Valores de la República Dominicana (SIMV) - Dominican Republic:
- Harvest Trading Cap, S.R.L. / Jairo Joel González Durán / Kelmin Santos Rodríguez;
- Sporous Capital Investment Group, S.R.L;
- Pipschasers Capital Srl.
Reported by the Financial Supervisory Commission, Chinese Taipei (FSC) - Taiwan:
- Townsend Cole Group;
- Suncap Advisors;
- Ryland Sandford Consultants;
- Oak Stone Limited;
- Irvine Humphries Global;
- Gentry Wilson Partners;
- Everitt Lawson Group;
- Ellis Marshall Global;
- Brooks Dawson Alliance.
Reported by the Polish Financial Supervision Authority (KNF) - Poland:
- Bdika Sp. z o.o..
Reported by the Financial Supervisory Authority, Romania (FSA) - Romania:
- Aldwin Callen (https://www.aldwincallen.com);
- Rame Partners Llc / Trust Lion (https://trustlion.pro).
- COMMISSION DECISIONS -
taken or made public during the week (the documents are available in Italian version)
- The document relating to voluntary takeover bids promoted, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Net Holding Spa on all ordinary shares and warrants issued by Net Insurance Spa has been approved (resolution no. 22604 of 15 February 2023).
- The prospectus relating to the option offer and the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of the new ordinary shares of Bioera Spa deriving from a capital increase through a rights offering and the admission to listing on Euronext Milan of the new ordinary shares deriving from an increase in capital with the exclusion of the option rights has been approved (decision of 13 February 2023).
- The registration document relating to the offering of securities other than equity securities to retail investors issued by La Cassa di Ravenna Spa has been approved (decision of 13 February 2023).
- The information note relating to the offer of bonds issued by La Cassa di Ravenna Spa has been approved (decision of 13 February 2023).
- The information note and the summary relating to the offer to the public of the bond loan"Banca Sella SpaGreen Bond Fixed Rate 21.03.2023 - 21.03.2028" issued by Banca Sella Spa has been approved (decision of 13 February 2023).
- The information note relating to the scheme for the offer to the public of certificates issued by Mediobanca - Banca di Credito Finanziario Spa has been approved (decision of 13 February 2023).
- Forfeiture due to express waiver by CFO Gestioni Fiduciarie Sim Spa from the authorisation to exercise the investment services referred to in Article 1, paragraph 5, letters b), d) and f) of Legislative Decree no. 58/1998, and cancellation from the Special section of "Trust Companies" of the Register, referred to in Article 20, paragraph 1, of the same decree (resolution no. 22597 of 14 February 2023).
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 Consolidated Law on Finance, put in place by:
- Bamboozle Group Ltd via the website https://enerixinvest.pro and its page https://eninvest.pro (resolution no. 22602 of 14 February 2023);
- The Active Traders Ltd via the website https://theactivetrade.com and its page https://client.theactivetrade.com (resolution no. 22601 of 14 February 2023);
- Admiralfx via the website https://admiralmarket-ecn.com (resolution no. 22603 of 14 February 2023);
- Rever LTD/Vexxsel via the website https://vexxsel.online and its page https://platform.vexxsel.online (resolution no. 22600 of 14 February 2023);
- EuropeanFX Limited via the website https://europeanfx.co/ and its pages https://client.europeanfx.co/ and https://trade.europeanfx.co (resolution no. 22599 of 14 February 2023).