Newsletter - CONSOB AND ITS ACTIVITIES
News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 more abusive websites
Autogrill Spa: mandatory exchange tender offer launched by Dufry Ag
Hearing of Salvatore Lo Giudice at the 6th Finance Committee of the Senate on the conversion of the decree law on fintech
Save the date: 28 April 2023 Corporate governance, sustainability and shareholder
Save the date - 9 June 2023 Consob’s annual meeting with the financial market at Borsa Italiana
Investor protection warnings from other regulatory authorities
- NEWS OF THE WEEK -
Consob has ordered the black-out of 5 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:
- Aquilafx (website https://aquilafx.com and its page https://client.aquilafx.com);
- Pine Consulting Ltd and BestProducts Ltd (website https://ltd-fx.com and its page https://panel.ltd-fx.com);
- MTinvesting (website www.mtinvesting.io);
- Mfs Securities Corporation (website www.mfssecurities.com and its pages https://client.mfssecurities.com and https://trade.mfssecurities.com ).
- EuroCryptoFX (website https://eurocryptofx.net and its page https://account.tradingplattform26.com).
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 871.
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 approved the document relating to the mandatory exchange tender offer (OPS) launched (pursuant to Article 106, paragraphs 1 and 2-bis of the Consolidated Law on Finance) by Dufry AG on all the shares issued by Autogrill Spa, with the exception of the controlling shareholding held by the bidder (50.315%) and the treasury shares held by the issuer (0.16%).
The Commission has also approved (on the basis of the 2017/1129 EU Prospectus Regulation Article 1, section 6-bis, letter b), the exemption document containing the information necessary for the exemption from the obligation to publish a prospectus on the offer of Dufry shares in the context of the mandatory exchange tender offer.
This is the first time Consob has approved an exemption document in English.
The OPS document includes the information contained in the exemption document.
The offer is aimed at delisting Autogrill and at a business combination between the Swiss company Dufry, world leader in retail travel, and Autogrill, world leader in the travel food & beverage sector.
Dufry AG is a company incorporated under Swiss law with shares listed on the SIX Swiss Exchange. Dufry's "significant" shareholders are as follows: Edizione through Schema Beta Spa (27.5% of the capital), Advent International Corporation (7.6% of the capital), Alibaba Group Holding Limited (4.0% of the capital), Qatar Investment Authority (4.6% of the capital). There are no natural or legal persons exercising control over the issuer under Swiss law.
The Dufry Group specializes in the sale of perfumery products, cosmetics, food, alcohol, tobacco, electronics, books and luxury goods in duty-free and duty-paid stores located mainly in airports, on cruise ships, in ports, railway stations and tourist resorts. As at 31 December 2022, the group operated as a global travel retailer in approximately 62 countries, mainly in Europe, the Middle East, Africa, Asia Pacific and the Americas, with more than 2,300 stores.
Autogrill Spa is a company listed on Euronext Milan which, to date, is controlled by Dufry AG with an equity investment of 50.315%. Autogrill was acquired by the Benetton Group in 1995, during the privatisation period, and has been listed since 1997.
Its global expansion began in 1999 with the takeover of HMSHost, a leading highway and airport catering company in the United States.
The Autogrill Group is one of the world's leading operators in catering services for travellers, having leadership status in North America and Italy and a significant presence in Europe and Asia. As at 31 December 2022, the Autogrill group was present in 30 countries with 3,300 points of sale and a portfolio of more than 300 proprietary and licensed brands.
On 11 July 2022, Edizione Spa, a company belonging to the Benetton family, the former controlling shareholder of Autogrill and its subsidiary Schema Beta Spa, announced that they had signed an agreement with the Swiss company Dufry (the "Framework Agreement" or "Combination Agreement"), the execution of which was subject to the fulfilment of a series of conditions precedent, concerning the transfer to Dufry of the controlling share (representing 50.315% of the related capital) held directly by Schema Beta in Autogrill, against the transfer by Schema Beta of Dufry shares equal to between 20% and 25% of the related capital. At the time of closing of the Combination Agreement and the execution of the transfer, Dufry would launch an exchange tender offer on the remaining capital of the issuer offering Dufry shares – based on the exchange ratio set at 0.158 Dufry shares for each Autogrill share – or, alternatively, the monetary equivalent of EUR 6.33 for each Autogrill share (as provided for in Article 106, paragraph 2-bis, of the Consolidated Law on Finance).
The exchange tender offer concerns 190,705,567 Autogrill shares, equal to 49.5% of the capital and all of the shares issued by the issuer less the majority shareholding held by the bidder (193,730,675 Autogrill shares representing 50.3% of the capital of Autogrill, transferred from Schema Beta to Dufry on the closing date of the Combination Agreement, 3 February 2023) and the 597,300 treasury shares currently held by the issuer and equal to 0.16% of the capital. Edizione and Schema Beta do not appear to hold shares of the issuer.
A consideration of 0.158 Dufry shares is being offered for each share tendered in acceptance.
This consideration corresponds to the consideration in shares paid to Schema Beta by the bidder at the closing of the transfer for acquisition of control of Autogrill, in light of the exchange ratio established under the Combination Agreement. Alternatively, pursuant to and for the purposes of Article 106, paragraph 2-bis of the Consolidated Law on Finance, the Autogrill shareholders subject to the offer may opt to receive a Cash Alternative of EUR 6.33 for each Autogrill share contributed to the offer.
Therefore, each Autogrill shareholder may, at their discretion, receive 0.158 Dufry shares or expressly opt for EUR 6.33 for each share contributed in acceptance of the offer.
The alternative cash consideration was determined under the Combination Agreement as an amount corresponding to the amount of the Autogrill shares (EUR 6.33 per share), which is equal to the weighted average price for 3-month volumes (prior to 14 April 2022) of the Autogrill shares.
Edizione and Schema Beta act in agreement with the bidder (pursuant to Article 101-bis, paragraph 4-bis, of the Consolidated Law on Finance). This is due to the agreements signed with the bidder in relation to the operation and future governance of Dufry and the issuer (so-called Relationship Agreement).
If all participating Autogrill shareholders opt for the consideration in shares, Dufry will issue and allocate a maximum of 30,188,692 Dufry shares equal to approximately 19.9% of the capital.
The maximum amount of the Cash Alternative, calculated in the event of full acceptance of the offer and assuming that all participants opt for the cash alternative consideration, is EUR 1,207 million.
The offer will start on 14 April 2023 and will end on 15 May 2023; any reopening of the terms will take place on 24, 25, 26 and 29 and 30 May 2023.
In the event that, as a result of acceptance of the offer and/or any purchases made outside the offer, Dufry together with the persons acting together with it - should come to hold:
- a total stake of more than 90%, but less than 95%, of the issuer's capital, the bidder has declared in the document that it will not restore a sufficient float to ensure that the issuer's shares may be traded as normal; therefore it will fulfil its commitment to buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance;
- a total stake, including any shares purchased under the procedure relating to the aforementioned commitment to buy, equal to at least 95% of the issuer's capital, the bidder has declared its willingness to avail itself of the right to purchase the remaining shares in circulation, pursuant to and for the purposes of Article 111 of the Consolidated Law on Finance, thus giving rise to a single procedure under which the commitment to buy referred to in Article 108, paragraph 1, of the Consolidated Law on Finance will also be fulfilled.
For the purposes of calculating the thresholds provided for by the Consolidated Law on Finance (Article 108, paragraph 2), the treasury shares held by the issuer will be included in the total shareholding of the bidder (numerator) without being subtracted from the share capital of the issuer (denominator).
The price that will be paid by the bidder as part of the implementation of the aforementioned commitments to buy will be determined pursuant to Article 108, paragraphs 3 and 5 of the Consolidated Law on Finance and will be equal to the consideration in shares with the possibility of opting for the cash alternative in an amount of EUR 6.33.
The press release by the issuer's Board of Directors, to be disclosed pursuant to the combined provisions of Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, containing all data required to assess and evaluate the bid, including the opinion of the independent directors, is attached to the bid document.
On April 4, the hearing of the Head of Consob's Post Trading Office, Salvatore Giovanni Lo Giudice, was held at the 6th Committee (Finance and Treasury) of the Senate, as part of the examination of the conversion into law of the decree-law on digital financial instruments and the simplification of the FinTech experimentation (Senate Deed no. 605 "conversion into law of decree-law no. 25 of 17 March 2023, containing urgent provisions on the issue and circulation of certain financial products in digital form and the simplification of the FinTech experimentation").
The text of the hearing is available on the Consob website at https://www.consob.it/web/area-pubblica/audizioni.
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.
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 evidence on ownership structures, corporate bodies, meetings and transactions with related parties. The 2022 Report, which will be published on Consob's institutional website, contains an in-depth analysis of the gender diversity of the corporate bodies and an addendum on the shareholder dialogue (engagement) policies 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.
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.
The supervisory authorities of United Kingdom (Financial Conduct Authority - Fca), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Belgium (Financial Services and Markets Authority – FSMA), Germany (Federal Financial Supervisory Authority – Bafin), Greece (Hellenic Capital Market Commission - Hcmc), Spain (Comisión Nacional del Mercado de Valores - Cnmv), Hong Kong (Securities and Futures Commission - Sfc), New Zealand (Financial Markets Authority - Fma New Zealand), Ontario (Ontario Securities Commission - Osc) and Switzerland (Swiss Financial Market Supervisory Authority – Finma), report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Quyen / Quyen Tmarkets Limited (www.quyentmarkets.com, https://brocktcapitalfx.com/about-us.html);
- Gam Growth Investments (www.gamgrowth.online);
- Trueassex Capital (www.trueasc.com);
- Goldforincome.com (www.goldforincome.com);
- Hetairoi Capital (https://hetairoi.co.uk);
- Sigma Primary (www.sigmaprimary.co.uk);
- European fx (www.europeanmarketsltd.com);
- Waystone Am (www.waystoneam.com);
- Profit-Flex.Com Limited (www.profit-flex.com);
- Extreme Tradecoin ( www.extremetradecoin.com);
- Newtradecomplex (www.newtradecomplex.com);
- 465 View Options (www.465viewoptions.online);
- Full Coin (www.gofullcoin.com);
- Amaze Finance (www.amazeltd.co.uk);
- Globals-Lttdiaa (www.globals-lttdiaa.com);
- Cashbitinvest.ltd (www.cashbitinvest.ltd);
- Matrax-Digital (www.matrax-digital.ltd);
- Thepremiumtrading.net (www.thepremiumtrading.net);
- Multi Invest (www.multi-invest.ltd);
- Balix Traders (www.balix-traders.online);
- Global-earnerinvestment.com (www.global-earnerinvestment.com);
- Moon Trust Bank (www.moontrustbank.com);
- Defx Markets (https://defxmarkets.com);
- Cypher Fx Miners (www.cypherfxpro.com);
- Edove Marketplace (www.edovemarketplace.com);
- Mfs Securities (https://mfssecurities.com);
- Mortec Invest (www.mortecinvest.com);
- Cryptolive Trade247 (www.cryptolivetrade247.com);
- Capital Group Bank (www.capitalgroupbank.com);
- Confidential Global Fx (www.confidentialglobalfx.com);
- Mega-Capitals.ltd (www.mega-capitals.ltd);
- Floating Money (https://floatingmoney.co.uk), clone of a licensed company;
- Scalp Fx Trades (www.scalpfxtrades.com);
- Finco Signals (www.fincosignals.com);
- Goliath Cypto Bank / Emcro Worldwide Payments (www.goliathbank.online);
- Analytica Trading (https://analyticatrading.com);
- Value-tech.online (www.value-tech.online);
- Assetxchange-investment (https://assetxchange-investment.com);
- Edge Teams Power (https://edgeteamspower.com);
- Equity Fxte (www.equitysfxtes.com);
- Pro Edge Powers View (https://pro-epsviews.com);
- Zenultra Forex Ltd (www.zenultrafxltd.com);
- Cryptogaurantee (www.cryptogaurantee.com);
- Cryptolead-Inc (www.cryptolead-inc.com);
- Crypto Stock Trades Ltd (www.fxc-pros.com);
- Capital Index (https://capitalindex.pro);
- Tbanque (https://tbanque.com);
- Phenom Auto Fx Pro (www.phenomautofxp.com).
Reported by the Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg:
- Platinum Asset Management(Luxembourg) (https://platinum-am-lu.com).
The CSSF also warns retail investors that unknown persons abusing the name and address of the Luxembourg financial holding company LSP Holding contact potential investors to offer them investment products under the name of "LSP Holding Sarl" This practice is implemented by sending emails with the format: Name.Surname.@investorslsp-holding.com.
Reported by the Financial Services and Markets Authority (FSMA) – Belgium:
- Adelan Finances (https://adelanfinances.com/);
- Akoue (https://www.akoue.eu/);
- Bnc Finance (http://bnc-finance.com/);
- Cerberus (https://cerberusplus.com/);
- Ck Kredit (https://www.ckkredit.com/);
- Clc Bank (https://clcbank.org/);
- Crédit Belge (https://creditbelge.com/);
- Credit Express (https://credit-express.net);
- Earing Group Ltd (www.earinggroup-ltd.com);
- Eerst Krediet (https://eerstkrediet.com);
- Europa Finanzierung (http://europafinanzierung.com/);
- Fianc Emprunts 24 (https://fiancemprunts24.com/);
- Fouranexwork (https://fouranexwork.com/);
- Infilrux Financial (https://infilruxfinancial.com/);
- KashSpeed (https://www.kashspeed.com/);
- Kredit Line Ltd (https://kreditlineltd.info/);
- Kymco Krediet Bank (https://kymco-krediet.com/);
- Legal Finance global (https://esayfinance.com), (https://legalfinanceglobal.com);
- Mixatelwort (https://mixatelwort.com/);
- My Financial Group (https://my-financialgroup.com);
- Opunilo Financial (https://www.opunilo.com/);
- Pro-Lening (http://pro-lening.com/);
Rabo Krediet (https://rabo-krediet.com);
Snel Lenen (https://snel-lenen.com/);
Reported by the Federal Financial Supervisory Authority (BAFIN) – Germany:
- Performance To Go Plc.
Reported by the Hellenic Capital Market Commission – (HCMC) – Greece:
- Way to Finance (www.waytofinance.co.uk/abut_Us.html).
Reported by the Comisión Nacional del Mercado de Valores (CNMV) – Spain:
- Cynosure Consulting Ltd / Acer Finance (https://acerfinance.co/es);
- Bull Capital (www.bullcapital.es);
- Theta Investments (https://www.sectortheta.com), clone of a licensed company;
- Vantage International Group (https://www.vantagemarkets.com/es-es).
Reported by the Securities and Futures Commission (SFC) – Hong Kong:
- China Point Stock Brokers (https://yd.rocteck.com), clone of a licensed company;
- 博聯財富直播間 (Chinese name only).
Reported by the Financial Markets Authority - Fma New Zealand - New Zealand:
- Soltechx (www.soltechx.com);
- Cambridge Asset Management (www.cambridgeassetmanagement.com);
- Cjv Trust Services (www.cjvtrustservices.com);
- Jfm Group (www.jfmanagement-nz.com);
- Charterholdingsltd.com (www.charterholdingsltd.com);
- Validus International Llc (https://teamvalidus.com).
Reported by the Ontario Securities Commission (OSC) – Ontario:
- Jussimple Trading (www.jussimple.co);
- The Business Investment Center (www.thebusinessicenter.com);
- Lst-ic / Live Secure Trade (www.lst-ic.info and www.lst-ic.com);
- Bitfront / Bit Matrix Pte. Ltd. (www.bitefront.com);
- Crypto-Guider (www.crypto-guider.com);
- Jetbitx (www.jetbitx.com);
- Cnexap (www.cnexap.vip);
- Fbl Holdings (www.fblholdings.org).
Reported by the Alberta Securities Commission (ASC) – Alberta:
- Sqb (www.sqb.is);
- Spartan Trade (www.spartan-trade.com);
- Sohocapitalgroup (www.sohocapitalgroup.com):
- Private Holdings (www.private-holdings.com);
- Meteor Trade (www.meteortrade.co; www.meteortrade.pro);
- The Uptrend Center (www.uptrendcenter.com);
- Unique Exchange (www.unique-exchange.co/home);
- Tudo Fx (www.tudofx.com);
- Kryptoseed (www.kryptoseed.io),
- Cryptocoinvest (www.cryptocoinvest.com).
Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:
- Finance-Exchange (https://finance-exchange.org);
- Kryptod (Europe) Ltd (www.kryptod.com).
The document relating to the mandatory exchange tender offer (OPS) launched by Dufry AG on all the shares issued by Autogrill Spa (pursuant to Article 106, paragraphs 1 and 2-bis of the Consolidated Law on Finance) has been approved and the exemption document (pursuant to Article 1, paragraph 6-bis letter b) of the EU Prospectus Regulation 2017/1129 (resolution no. 22661 of 5 April 2023 – decision of 5 April 2023) has also been approved.
The information note concerning the programme for the offer to retail investors of Green Bonds issued by Banca Sella Spa has been approved (decision of 5 April 2023).
Forfeiture due to express waiver by Chatham Financial Europe Ltd of the authorisation to provide investment services for the execution of orders on behalf of customers. The company remains registered in the Register of third-country companies other than banks under Article 20, paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998 and is authorised, under the freedom to provide services in Italy, to provide the following investment services (without holding, even temporarily, financial instruments and customers' cash and cash equivalents) and ancillary services: receipt and transmission of orders; investment advice; exchange service when such service is linked to the provision of investment services; research on investments and financial analysis or other forms of general recommendation relating to transactions in financial instruments (resolution no. 22662 of 5 April 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:
- Aquilafx via the website https://aquilafx.com and its page https://client.aquilafx.com (resolution no. 22665 of 5 April 2023);
- Pine Consulting Ltd and BestProducts Ltd via the website https://ltd-fx.com and its page https://panel.ltd-fx.com (resolution no. 22666 of 5 April 2023);
- MTinvesting via the website www.mtinvesting.io (resolution no. 22664 of 5 April 2023);
- Mfs Securities Corporation via the website www.mfssecurities.com and its pages https://client.mfssecurities.com and https://trade.mfssecurities.com (resolution no. 22663 of 5 April 2023);
- EuroCryptoFX via the website https://eurocryptofx.net and its page https://account.tradingplattform26.com (resolution no. 22667 of 5 April 2023);