Weekly newsletter - year XXIX - No. 10 - 27 March 2023

News of the week:
- > Watch for scams! Financial fraud: Consob blacks out 5 more abusive websites
- > Save the date: 30 March 2023 Presentation of the Annual Report of the Alternative Financial Dispute Resolution Scheme – ACF
- > Save the date: 28 April 2023 Corporate governance, sustainability and shareholder dialogue
- > HWG GRoup BidCo Srl takeover bid on ordinary shares Sababa Security Spa: Consob approves the bid document
- > Legal Research Paper No 27: "Civil Justice Reform and Extrajudicial Protection: Opportunities for Citizens and Businesses"
- > Three-Year Plan on Corruption Prevention and Transparency: update of Consob's Three-Year Plan 2023-2025
- > Consob member Paolo Ciocca leaves his post
- >Save the date - 9 June 2023 Consob’s annual meeting with the financial market at Borsa Italiana
- > Investor protection warnings from other regulatory authorities

Other Commission decisions

Management decision

N.B. measures adopted by Consob are published in the electronic Bulletin and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.


Consob ordered the blackout of 5 new websites which are offering financial services illegally.

The commission availed itself of the new powers resulting from the "Decreto Crescita" ("Growth Decree"; Law no. 58 of 28 June 2019, Article 36, paragraph 2-terdecies), on the basis of which Consob can order internet service providers to block access from Italy to websites offering financial services without the proper authorisation.

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

- Ikon Cfd ( and its pages and;

- Shdlake Ltd (website and its page;

- Actv Global Markets Limited (website and its page;

- ForexTimeLtd (website and its page;

- Cryptoneyx (

The number of sites blacked out since July 2019, when Consob got the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 860.

The measures adopted by Consob can be consulted on the website

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 that there is a section on Consob's website entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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On Thursday 30 March at 11:00 am at the Consob Auditorium, the President of the Alternative Financial Dispute Resolution Scheme will present the "Annual Report of the Alternative Financial Dispute Resolution Scheme 2022".

It will be an opportunity to describe the overall activity carried out from 2017 to the present and outline the developmental outlook of the Body.

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Consob, the Italian Committee for Corporate Governance and the Italian association for joint-stock companies, Assonime, will present a conference on "Corporate governance, sustainability and dialogue with shareholders" on 28 April from 10:00 at the Consob Auditorium.

Giancarlo Giorgetti (Minister of Economy and Finance) will open the meeting. The speakers will be Paolo Savona (Chair of Consob), Lucia Calvosa (Chair of the Italian Committee for Corporate Governance) and Patrizia Grieco (Chair of Assonime). 

At the conference, the following will be presented:

- the Consob Report on the corporate governance of Italian listed companies, which provides data on ownership structures, corporate bodies, meetings and related party transactions. The 2022 Report, which will be published on the institution's website, contains the usual in-depth analysis of the gender diversity of the corporate bodies and an addendum on engagement with the shareholders of medium-large listed companies;

- the Report of the Italian Corporate Governance Committee, which assesses the state of implementation of the Corporate Governance Code and makes some recommendations to companies for its more effective application;

- the Report on Assonime-Emittenti Titoli, which provides an in-depth analysis on the corporate governance of Italian listed companies in the light of the guidelines set out in the Corporate Governance Code. 

A detailed programme of the event and information on how to participate will be published shortly.

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Consob has approved the document relating to the voluntary takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998 ("TUF"), by HWG Group BidCo Srl (BidCo) on a maximum of 2,330,400 ordinary shares issued by Sababa Security Spa, equal to 31.363% of the related share capital, i.e. on all Sababa shares deducted from the shareholding held by Ponchik Srl, Ikkham Srl and Drag Srl (the "reinvestors") equal to 5,100,000 Sababa shares, representing 68.637% of the issuer's share capital (resolution no. 22640 of 22 March 2023).

The bid has been launched by BidCo, a vehicle set up on 16 February 2023 for the purpose of promoting the bid, whose share capital is entirely held by HWG Group HoldCo Srl ("HoldCo") and indirectly controlled by IESIP Holding Limited, the subject at the top of the Investcorp group. HoldCo, in turn, is controlled by Husky Sarl, which holds 77.331% of HoldCo's share capital.

HoldCo's remaining share capital is held by: Enrico Orlandi (8.583%); Andrea Boni (5.282%); Andrea Pomari (5.282%); and Claudia Rangogni (3.521%).

Husky's share capital is held entirely by Investcorp Technology Partners V S.C.A. SICAV-RAIF ("Raif"), a multi-compartment variable capital investment company (société d 'investissement à capital variable-Sicav).

Sababa is a joint-stock company incorporated on 18 October 2019, whose shares were listed for trading on Euronext Growth Milan on 17 December 2021 . The company operates in the cyber security sector.

The bid is part of a broader transaction involving the bidder and its group on the one hand, and Ikkham Srl Ponchik Srl and Drag Srl (the "reinvestors") on the other.

On 26 January 2023 the reinvestors and HoldCo signed a framework agreement that provides, inter alia, in addition to launching the bid and subject to its effectiveness, for:

(i) subscription to a capital increase of HoldCo of 573,550 euros, through the contribution in kind by the reinvestors of a share of the Sababa shares held, equal to a total of 4,155,000 shares (corresponding to approximately 55.92% of the share capital of Sababa), for a total value of 16,204,500 euros;

(ii) the sale to HoldCo of the total 945,000 Sababa shares (equal to 12.72% of share capital), held by the re-investors not included in the transfer, equal to a total amount, valued at the price of the offer, of 3,685,500 euros.

For each share tendered in acceptance of the bid, BidCo will pay a consideration per share of 3.90 euro. The consideration incorporates a premium of 14.706% of the official price of Sababa shares on 26 January 2023, the last stock market trading day before the press release announcing the signing of the framework agreement was published.

The subscription period begins on 3 April and ends on 5 May 2023. Any reopening of the terms will take place on 15, 16, 17, 18 and 19 May 2023.

The effectiveness of the bid depends on the fulfilment or waiver of certain conditions, including:

approval by the Presidency of the Council of Ministers and/or other competent authorities of the acquisition of control of Sababa without the exercise of vetoes and/or surveys and/or the affixing of conditions on the same (the "Golden Power" condition);

that the subscriptions allow the bidder to come to hold, together with the persons acting in concert, a total shareholding of at least 95% of the share capital of the issuer (the "threshold condition");

that no extraordinary event or circumstance has occurred at national or international level, and that no facts or situations unknown to the market have occurred at the date of signing the framework agreement, that involve Sababa and that have a significant detrimental effect on the bid and/or its capital, financial position, operating results or profits (the "MAC condition");

that no injunction or other order, preliminary or final, decree or judgment has been adopted by a court of competent jurisdiction or any other competent authority that renders the operation unlawful or invalid or ineffective or otherwise prevents the completion of the operation or imposes a significant sanction in the event of completion of the operation (the "obstructive judicial event condition").

The bid is aimed at delisting the issuer; therefore, when the relevant legal requirements are met, Articles 108 and 111 of the Consolidated Law on Finance will apply, as they are referred to in Sababa's Articles of Association.

The bid document states that by running the bid the bidder intends to support Sababa's growth and development, also in order to further strengthen its competitive positioning and boost its business in the medium to long term, including by creating commercial synergies with the products and services of HWG Srl.

In order to pursue these objectives, the bidder has stated in the document that after the completion of the bid it reserves the right to assess, at its own discretion, the possibility of carrying out any direct or reverse merger involving Sababa, including a merger that simultaneously involves the bidder, the issuer and HWG.

The approved issuer's press release, approved (pursuant to Article 103(3) of the Consolidated Law on Finance 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, will be published before the subscription period opens, accompanied by the opinion of the independent directors.

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The acts of the meeting on "Civil justice reform and out-of-court protection: opportunities for citizens and businesses" have been published in Consob's Legal Research Papers Series.

The Conference, held on 24 October 2022 at the Consob Auditorium by the Alternative Financial Dispute Resolution Scheme (ACF), by the National Association for the Study of Credit Issues (Anspc) and by the University of Rome, Sapienza – Faculty of Economics, delved into the complex subject of alternative disputes resolution, which examines the procedures that are activated to resolve, as is the case of the ACF, disputes between consumers and the financial industry (widely understood) in light of the changes introduced by the so-called "Cartabia Reform".

In particular, the deflationary benefit of judicial litigation, in out-of-court protection remedies, with particular regard to the banking, financial and insurance sectors, was repeatedly highlighted. At the same time, the limits, problems and new perspectives on the subject were discussed, thanks above all to the evidence resulting from the experience collected and illustrated by the Rapporteurs in their respective areas of expertise.

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On 23 March 2023 the Commission approved some amendments to the Three-Year Plan on the Corruption Prevention and Transparency (PTPCT) 2023-2025, made following the National Anti-Corruption Authority's approval (resolution no. 7 of 17 January 2023) of the new National Anti-Corruption Plan 2023-2025, with particular reference to the Public Contracts Area and, in particular, to Annex 2 of the PTPCT, which updates the transparency obligations relating to that specific area.

The 2023-2025 PTPCT and its annexes are available on the Consob website under the section "Transparent authority - Other content - Corruption".

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Consob announces that Consob Member Paolo Ciocca has resigned from his post effective as of 1 April 2023.

The Commission expressed its appreciation to Ciocca for the expert professional contribution he made to the College and to Consob as a whole.

In turn, Mr Ciocca wished the College well for the future and expressed his thanks for the five years of fruitful work carried out together.

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Consob's customary annual meeting with the financial market will be held on Friday 9 June at 11:00 in Milan, at Palazzo Mezzanotte, the historic headquarters of Borsa Italiana.

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The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Alberta (Alberta Securities Commission (ASC), Switzerland (Swiss Financial Market Supervisory Authority – Finma), Gibraltar (Gibraltar Financial Services Commission - GFSC), Ireland (Central Bank of Ireland – CBI), Hong Kong (Securities and Futures Commission - SFC), Greece (Hellenic Capital Market Commission - Hcmc), Spain (Comisión Nacional del Mercado de Valores - CNMV), Ontario (Ontario Securities Commission - OSC), and New Zealand (Financial Markets Authority - (Fma New Zealand), report the companies and websites offering investment, financial and insurance services without the required authorisations.

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

  • Premium Crypto Gain (;
  • Excellence Trust Bank (;
  • Perfectis Loans (;
  • Knownfx (;
  • Wintrade X (;
  • Dazon-Capital / Cointradex (;
  • Firm Exchange (https://firm-exchange.sit);
  • Digitaltrade (;
  • Cryptometatrades (;
  • Bitminefx Hub (;
  • Stockhutfx Inc (;
  • Cromvox (;
  • (;
  • Gemstrade Assets (;
  • Infiniteoptiontrade (;
  • Tradefx Global (;
  • Global Fx-Mining (;
  • Cryptop Spot / Cryptospot (;
  • Millennium Operations (;
  • Ced Capital Ltd (, clone of a licensed company;
  • Cryptoglobalfx (;
  • Capitalfxm (;
  • Financefxtrading (;
  • Wealth Fund Management International (;
  • Deeland Investments (, clone of a licensed company;
  • Refund Your Money / (;
  • Global Swift Instant Forex Trading / (;
  • Multibank Group / (;
  • Genuinecapitals Limited (;
  • (;
  • (;
  • Equito Capital (;
  • Premium Fxtrades (;
  • Incometrade (;
  • Praxxiss (;
  • Xin-Alpha (;
  • Investec (, clone of a licensed company;
  • Funds Recall / (;
  • Bbfx Trades / (;
  • Ipb Technology Ltd / Ipb Pay (;
  •, clone of a licensed company;
  • Trading Ws (;
  • Raisin Finance (, clone of a licensed company;
  • Fairfield Capital Partners Llc (;
  • Mercados De Valores (;
  • Firstcryptoinvestment (;
  • Hugowayoptions (;
  • Swiss Fx Investments (;
  • (;
  • Itg Investing (;
  • Auto Stock Trading (;
  • Prominers Fxt (;
  • Meta Fx / Meta Forex Markets Ltd (;
  • Fusion24fx (;
  • (;
  • Trading Fx Bonus (;
  • Fxtm Global Exchange (;
  • Fxvalidus (;
  • Emerton & Associates Llc (;
  • Fundex Nft (;
  • Primy Chain (
  • Axaforex (;
  • Arena Globalfx (;
  • SF Trading (;
  • Corefx-Benefit Investing (;
  • Gai Capital / Global Assurance Investment Capital (;
  • Finowiz / Finowiz Limited (;
  • Sf Trading (;
  • Ziluxfund (;
  • Optima Investment (;
  • Bloom Trades Limited (

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

  • Se Finance (;
  • I-Global Management / Vaquita Fund.

Reported by the Alberta Securities Commission (ASC) – Alberta:

  • Trust Smart Digitalfxt (;
  • Tradingexpo (;
  • Poloniex (;
  • Peco Crypto (;
  • Onyx Traders (;
  • Milleniumone (;
  • Kine Exchange (;
  • Investments Global (;
  • (;
  • V999 (;
  • Trade-X Foundation (;
  • Karatbit Exchange (;
  • Karatbars International Gmbh (;
  • Gstrade (;
  • G999 (;
  • Full Crown FX / Helius Capital Ltd (;
  • Fino Markets (;
  • Fin Tech Platform (;
  • Europe Fx (;;
  • Elastos Trade (;
  • Contracttex (,,,,;
  • Coiniswap (;
  • Carpfield (;
  • Bit Run Pro (,

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

  • Privée Cie & Partners (;
  • Crystal Asset Limited ( clone of a licensed company;
  • Activa 24 (

Reported by the Gibraltar Financial Services Commission (GFSC) – Gibraltar:

  • Isiscrypto (;
  • Evmcrypto (, clone of a licensed company;
  • Bomb Criptos (;
  • Coin Calypso (;
  •, clone of a licensed company;
  •, clone of a licensed company.

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

  • Citibank Europe Plc, clone of a licensed company;
  • Lion Bonds.

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

  •, clone of a licensed company.

Reported by the Hellenic Capital Market Commission – (HCMC) – Greece:

  • Grand Capital (;
  • Goldingfx (;
  • Yuan Mao Internationality (, clone of a licensed company,
  • Vie Finance&Capital;

The Greek Capital Markets Supervisory Commission, the Hellenic Capital Market Commission (HCMC) has become aware of cases of fraud implemented through online trading platforms or websites where misleading information (such as name, licence number, registered office, etc.) identical or similar to the information of authorised companies is provided.

The Hellenic Capital Market Commission urges investors to check that companies and firms offering investment services, in particular online trading, have been authorised and are supervised by visiting both the HCMC website and the website of the competent authority of any other applicable EU Member State before entering into any contract and transferring any funds. The Capital Market Commission does not supervise cryptocurrency markets and does not supervise the provision of services related to cryptocurrency investments.

The HCMC also warns savers of cases of fraud being implemented through online trading platforms or websites where misleading information identical or similar to that of the supervised and licensed companies Vie Finance Aepey and Capital Securities Aepey is provided.

In particular, the company Vie Finance Aepey has stated that it has no connection with the following fraudulent websites that claim to be its brands:,,,,, crypbarry.comc,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Similarly, the company Capital Securities Aepey has stated that it has no connection with the website, which makes illegal use of its name and its licence.

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

  • Nag Pro (;
  • Deribitex (;
  • Grupo Exor Ltd (;

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

  • Bitautofxtrade Ltd (;
  • Cryptocloakfx / Cryptocloak (,,
  • Area Trading Advisors Ltd Areatrading ( and;
  • Hive Mining Tech Ltd / (;
  • Onyxtraders (;
  • Sevenseasfx (;
  • Topcoinoptions (,;
  • (;
  • Globalstock365 (

Reported by the Financial Markets Authority (FMA New Zealand) – New Zealand:

  • Hsbc New Zealand Esg Bond (,

The New Zealand Supervisory Authority, the Financial Markets Authority (FMA New Zealand), also warns savers that they have become aware of a false forward deposit investment opportunity being offered on behalf of SBS Bank. Investors have received offers via email that were said to have come from senior staff members of the bank. SBS Bank has confirmed that it is not associated with the offer or any email address that uses the domains "" or "".

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Takeover bids and exchange tender offers

Consob approved the document relating to the voluntary takeover bid launched, in accordance with Articles 102 et seq. of Legislative Decree no. 58 of 1998 (the Consolidated Law on Finance (TUF)), by HWG Group BidCo Srl (BidCo) for a maximum of 2,330,400 ordinary shares issued by Sababa Security Spa (resolution no. 22640 of 22 March 2023).


The information note on the programme for the offering to the public of bonds issued by Iccrea Banca Spa - Istituto Centrale del Credito Cooperativo has been approved (decision of 22 March 2023).

Registers and lists

Envent Italia Sim Spa, with registered office in Milan, has been registered on the register referred to in Article 20(1) of Legislative Decree no. 58 of 24 February 1998. The company is authorised to provide the investment services referred to in Article 1(5) of Legislative Decree no. 58 of 24 February 1998, letters: c-bis) placement without irrevocable commitment to the issuer; and e) receipt and transmission of orders. Authorisation to provide the above investment services is granted with the following operational methods: "without holding, even temporarily, the cash and financial instruments of the clients and without assumption of risks by the Company" (resolution no. 22649 of 23 March 2023).

Forfeiture due to express waiver by Sanpaolo Invest Sim Spa of the authorisation to provide the investment services referred to Article 1(5) letters b), c-bis), d), e) and f) of Legislative Decree no. 58/1998, with the consequent deletion of the same company from the register of Italian investment firms and trust firms referred to in Article 20(1) of the same decree (resolution no. 22648 of 23 March 2023).

Combating market abuse (art. 7-octies of the Consolidated Law on Finance)

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:

- Ikon Cfd through the website and its pages and (resolution no. 22645 of 22 March 2023);

- Shdlake Ltd via the website and its page (resolution no. 22646 of 22 March 2023);

- Actv Global Markets Limited via the website and its page (resolution no. 22644 of 22 March 2023);

- ForexTimeLtd via the website and its page (resolution no. 22643 of 22 March 2023);

- Cryptoneyx via the website (resolution no. 22642 of 22 March 2023).


Participation share for the election of management and control bodies

Based on the provisions of Article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and Article 144-ter et seq. of the Issuers' Regulation, the Head of Consob's Corporate Governance Division has determined the minimum shareholdings for the submission of slates of candidates for the election of the board of directors and internal control bodies of the company Unieuro Spa. Unless the company's articles of association prescribe a lower shareholding, the threshold has been set at 4.5%. The full text of the management decision (no. 79 of 22 March 2023) is available on the website, together with a table setting out the criteria used to determine the qualifying shareholding.

Exemptions from pre-trade transparency requirements for trading venues

The Head of the Markets Division of Consob has approved, with effect from 23 March 2023, pursuant to Article 74(1) of Legislative Decree no. 58 (TUF) of 24 February 1998, the requests for exemption from pre-trade transparency submitted by Borsa Italiana Spa, with reference to regulated markets and the multilateral trading facilities managed by it, concerning: equity/equity-like instruments and non-equity instruments. The full text of the management decision (no. 80 of 23 March 2023) is available on the website


CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Laura Ferri, Chiara Tomaiuoli, Alfredo Gloria - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site, where CONSOB INFORMA can also be consulted via the "newsletter" link.