Newsletter - CONSOB AND ITS ACTIVITIES
News of the week:
Watch for scams! Financial fraud: Consob blacks out 4 more abusive websites
Consob and Bankitalia launch application forms to operate DLT market infrastructure
Convertible bonds (POCs): Consob Communication
Ipo Digital Value Spa: Consob approves the listing prospectus
Takeover bid by Argo Spa on Finlogic Spa shares: Consob approves the bid document
Takeover bid by HWG Group Bidco Srl on ordinary shares issued by Sababa Security Spa: extended offer period
9 June 2023 - Consob's annual meeting with the financial market at Borsa Italiana
Investor protection warnings from other regulatory authorities
Consob has ordered the black-out of 4 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:
- Ikon Cfd (www.ikon-cfd.com website and its pages https://my.ikon-cfd.com and https://webtrader.ikon-cfd.com);
- Btc Capital Group (www.btccapitalgroup.com website);
- “Trezocapital” (www.trezocapital.co website);
- Ez2go Ltd (https://europemarket.io website and its pages https://client.europemarket.io and https://webtrader.europemarket.io);
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 886.
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.
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Consob has also prohibited, pursuant to Article 99, paragraph 1, letter c), of the Consolidated Law on Finance, the offering to the public of "investment plans" including carried out via the https://digitalcurrency-exchange.uk/ website (resolution no. 22688 of 3 May 2023). The activity had been suspended, for a period of 90 days, by resolution no. 22581 of 8 February 2023.
Consob and the Bank of Italy comply (Notice of 3 May 2023) with the Guidelines published by Esma, the European Securities and Markets Authority, which set out the characteristics of the standardforms that operators must fill in to apply to operate a market infrastructure based on distributed ledger technology (DLT).
Esma's Guidelines, published on 8 March 2023 on its website, www.esma.europa.eu, in all the official languages of the European Union, are thus integrated into the respective supervisory practices of the two Italian Authorities, allowing interested parties to apply for authorisation to operate these infrastructures, which are divided into three types: multilateral trading facility DLT ("MTF DLT"); settlement system DLT ("SS DLT"); trading and settlement system DLT ("TSS DLT"), which will manage both trading and post-trading activities of DLT financial instruments.
The purpose of the Guidelines is to ensure the common, uniform and consistent application of the Pilot Regulation (EU Regulation 2022/858) regarding applications for specific authorisation to operate a DLT market infrastructure.
The Pilot Regulation is applicable as of 23 March 2023 and Italy has adapted with the Fintech Decree-Law (No. 25 of 2023), which shares out the duties attributed to the Bank of Italy and Consob. Applications to Consob for authorisation must be submitted by completing the relevant forms in Italian and English and sending them to the Markets Division, PEC firstname.lastname@example.org. Interested operators may also initiate preliminary contacts with the Offices by sending requests for information to the dedicated e-mail address email@example.com .
For information falling within the remit of the Bank of Italy, please refer to the relevant website (https://www.bancaditalia.it/media/notizia/compliance-with-guidelines-on-standard-forms-formats-and-templates-to-apply-for-permission-to-operate-a-dlt-market-infrastructure/?com.dotmarketing.htmlpage.language=1V).
More transparency for shareholders and the market in the event of capital strengthening transactions reserved to a single investor: this is the meaning of a Consob Communication in force as of 4 May 2023, which updates and reorganises the disclosure obligations for issuers when raising capital through non-standardConvertible Bond Loans (POCs) and also provides guidance for reserved capital increases such as SEDAs (Stand-by Equity Distribution Agreements) and SEF (Step-up Equity Financing), already the subject of two previous Consob Communications, now repealed.
TheCommunication (No. 1/2023 entitled "Capital Strengthening Transactions reserved to a single investor: Non-standard POCs, SEDAs, SEF and other transactions with similar characteristics - Requests pursuant to Article 114, paragraph 5, of Legislative Decree No. 58/1998") recalls the need to highlight the contractual clauses of non-standard POCs, the allocation of the capital increase resulting from the transaction, the risks of potential depreciation of the issuer's shares, and the estimate of its overall net financial requirements.
The action not only defines the disclosure requirements for non-standard POC emissions, but also systematises the subject. The Communication follows the consultation with the market, concluded on 1 March, and was adopted on 3 May 2023.
Guidance is also provided to sole investor-subscribers as well, on trading in the shares of issuing companies and in related instruments. For sole investors in companies whose shares are traded on multilateral trading facilities (MTFs), in the interests of proportionality, public disclosure is only recommended, limited to cases where investors hold a stake deemed significant (at least 5% of the relevant share capital) in the same company.
The documentation on the results of the consultation, the Explanatory Report and the Comments on the Consultation Paper are published on Consob's website at https://www.consob.it/web/area-pubblica/consultazioni.
Consob has approved the prospectus in tripartite format (registration document, securities note and summary note) aimed at admission to trading on the Euronext Milan regulated market, organised and managed by Borsa Italiana Spa, of the ordinary shares of Digital Value Spa, already traded on the Euronext Growth Milan Italia multilateral trading system since 8 November 2018.
By order of 2 May 2023, Borsa Italiana ordered the admission to listing on Euronext Milan and the simultaneous exclusion from trading on the Euronext Growth Milan market of the company's ordinary shares.
The prospectus is aimed exclusively at admission of the company's ordinary shares to trading on Euronext Milan so no offer to the general public in Italy and/or any other country is expected.
The prospectus indicates that, as a result of the listing on Euronext Milan, the issuer will benefit from greater visibility (both with strategic partners and also with institutional investors) as well as from a possible greater liquidity of the stock and access to a larger risk capital market than Euronext Growth Milan.
Digital Value operates in the market for the provision of Information and Communication Technology ("ICT") services, products and tools. It carries out this activity, including through its subsidiaries, as a one-stop-shop, i.e. as an operator which, by combining internal resources and know-how, with third party services and products provided by loyal operators, is able to cover all stages in the value chain and act as a single point of contact with respect to customer needs.
As at the date of the tripartite prospectus, 64.719% of the issuer's share capital was held by Massimo Rossi and 35.096% by the market; there were 18,436 treasury shares. As at the date of the registration document, the issuer was therefore indirectly controlled by Massimo Rossi through the companies Rossi Srl and DV Holding. DV Holding is controlled by Rossi Srl, which holds 79.78% of its share capital. 100% of the share capital of Rossi Srl is held by Massimo Rossi.
This situation of control will continue to be exercised by Massimo Rossi, even after admission to listing.
The prospectus outlines the risks with regard to the issuer and the group, to the market in which they operate, and to the financial instruments that will be admitted to listing.
Consob approved the document relating to the voluntary full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Argo Spa on 7,343,634 ordinary shares issued by Finlogic Spa, corresponding to all the Finlogic shares in circulation (resolution no. 22687 of 3 May 2023).
Argo is a corporate vehicle established on 20 January 2023 for the purpose of launching the offer. Argo is indirectly controlled through Pumo Srl by Credem Private Equity SGR Spa, in its capacity as management company of the closed-end funds called "Credem Venture Capital II", "Elite" and "EltifPlus".
The offer is part of a larger transaction involving, on the one hand, the bidder and the other co-investors (i.e. NB Aurora Holdings Sàrl and PM & Partners SGR Spa, the latter, jointly with Credem, the "Sponsors"), and, on the other hand: (i) Vincenzo Battista, the founder and current controlling shareholder of the issuer, through BF Capital Srl; (ii) Hydra Spa and (iii) Costantino Natale, the current Chairman of the Board of Directors and Chief Executive Officer of the issuer.
Following the completion of the takeover bid, BF, Hydra (the "Reinvestors") and Costantino Natale undertook to invest part of the proceeds from the sale of their shares, in the bidder. This investment will be made through the subscription of a portion of Argo's capital increase. In particular, in accordance with the provisions of the agreements signed with the aforementioned parties, on 14 March 2023, the bidder's extraordinary shareholders' meeting approved, inter alia, a share capital increase against payment, in tranches, for a maximum total of 65,450,000 Euro (of which 450,000 Euro as a nominal value and 65,000,000 as a share premium), through the issue of a maximum of 45,000,000 shares, without any indication of face value, to be offered for subscription to the current sole shareholder Pumo, the "Reinvestors" and Costantino Natale.
The effectiveness of the bid depends on the fulfilment or waiver of the following effectiveness conditions:
- that subscriptions to the bid involve a total number of shares that allows the bidder to hold a stake at least equal to 95% of the voting rights of Finlogic (“Threshold Condition”);
- the non-occurrence of any facts or situations relating to Finlogic, not known to the market, which would have the effect of significantly affecting Finlogic's business or its financial, equity, or economic position as compared to the financial statements as at 31 December 2021 ("Mac Condition"); and
- that the corporate bodies of Finlogic and of the companies belonging to the Finlogic Group shall manage such companies correctly and diligently and in accordance with ordinary and prudent management criteria ("Management Condition").
The offer concerns the entire share capital of the issuer and is aimed at delisting the shares. The bidder will pay each participant a consideration of 12 Euro for each share tendered in acceptance of the bid.
The offer will start on 11 May and end on 9 June 2023; any reopening of the terms will take place from 19 to 23 June 2023.
Following the delisting, the bidder intends to proceed with the reverse merger by incorporation of the bidder into Finlogic, subject to the approval of the competent corporate bodies.
The press release, approved pursuant to Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, by the Board of Directors of the issuer, accompanied by the opinion of the independent director, is attached to the bid document.
The Commission has extended the subscription period of the voluntary total takeover bid launched, pursuant to Article 102 of Legislative Decree No. 58 of 1998, by HWG Group BidCo Srl, on ordinary shares issued by Sababa Security Spa, by 5 opening trade days, which will therefore end on 12 May 2023 (instead of 5 May 2023); a possible reopening of the terms of the bid will take place in the trading sessions of 22, 23, 24, 25 and 26 May 2023.
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.
The supervisory authorities of United Kingdom (Financial Conduct Authority - Fca), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Ireland (Central Bank of Ireland - CBI), Romania (Financial Supervisory Authority, Romania - FSA), Hong Kong (Securities and Futures Commission - Sfc), Argentina (Comisión Nacional de Valores Argentina - CNVA), Switzerland (Swiss Financial Market Supervisory Authority - Finma), New Zealand (Financial Markets Authority - Fma New Zealand), Spain (Comisión Nacional del Mercado de Valores - Cnmv)andThe Netherlands (The Dutch Authority for the Financial Markets, The Netherlands - AFM), report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the Financial Conduct Authority (FCA) - United Kingdom:
- Binec Capital Investment Company (www.binec.org);
- Empiregain Trade (www.empiregain-trade.com);
- Bitglobals-miners (www.bitglobals-miners.com);
- Wealth Waves (www.wealth-waves.org);
- Dsil Investment Services Llc (https://dsil24.com);
- Fi Union (https://fiunion.org/en);
- Pipinvestors (www.pipinvestors.com);
- Ultimatepacify.net (www.ultimatepacify.net);
- Market Giants (https://marketgiants.com);
- Munrofinancialplannersltd.com (www.munrofinancialplannersltd.com);
- Finance Trader (www.financetrader.ltd);
- Lad Asset Management Limited (www.ladassetmanagementltd.org)
- Welofy Ltd (www.welofy.ltd);
- Reinford Financial Advisors Llc (www.reinfordfinancialadvisorsllc.com);
- Best One Finance (https://bestonefinance.co.uk);
- Refundee (email: firstname.lastname@example.org, email@example.com, firstname.lastname@example.org, email@example.com), clone of a licensed company;
- Easyprofitsactive (https://easyprofitsactive.com);
- Bitchain (https://bitchain.info);
- Vinifx (www.vinifx.com);
- Ibetus/ Investment Bank Of Europe And The United States (https://ibetus.net);
- Palmer Finance (www.palmerfinancecompany.com);
- Inventabio (https://inventabio.org);
- The Credit Hospital (https://thecredithospital.co.uk);
- Fx Rally (https://fxrally.co);
- Ar Capital Acquisition Corp (www.arcapitalacqcorp.com);
- Real Trade Finance (https://www.realtradefinance.co.uk);
- Cornhill Finance Management (https://cornhillmanagement.com);
- Rhone Capital Limited (https://rhonecapitalltd.com).
Reported by the Commission de Surveillance du Secteur Financier (CSSF) - Luxembourg:
- https://visaluxsc.com, clone of a licensed company;
- https://irisfinancekg.net website, clone of a licensed company;
- Royal Investment Consortium (https://www.royalinvestmentconsortium.com);
- Primeiropay S.à r.l. (website https://primeiropay.com);
- Société Générale Luxembourg (email: firstname.lastname@example.org), clone of a licensed company;
- Ariel System /Ariel Spf Sa (http://arielsystem.pro).
Reported by the Central Bank of Ireland (CBI) - Ireland:
- Lgim Managers (Europe) Limited, clone of a licensed company;
- Starling Car Insurance;
- Housing Finance Ltd;
- Financial Services Offer / Dr James Eric Finance Pvt Ltd;
- Greg Refinancing Loan Offer;
- Nolly Funding;
- M. B. Finance;
- Ronnie Finance Ltd, clone of a licensed company;
- Greencares Macro Finance;
- BNP Paribas S.A. clone of a licensed company.
Reported by the Ontario Securities Commission (OSC) - Ontario:
- Cryptop (www.cryptop.io);
- Primiselite / Primis Elite, found at www.primiselite.com;
- Bitchain (www.bitchain.info);
- Rivobanc (wwww.rivobanc.com);
- Spotinvest Inc. (www.spotinvest.com);
- Fxrevenues (www.fxrevenues.org);
- Carter-Williams (www.carter-williams.com).
Reported by the Financial Supervisory Authority, Romania (FSA):
- Ip Gate Trade / Ipgate Investment Group Ltd (https://ipgate.trade/, http://ip-t.trade/, http://ipgatetrade.pro);
- Apexclue Markets / Apexclue Investment (https://apexcluemarket.com).
Reported by the Gibraltar Financial Services Commission (GFSC):
- Globix Platform / Globix Cash / Miracle World Ventures Limited;
Reported by the Securities and Futures Commission (SFC) - Hong Kong:
- 億利資本集團 (Chinese name only - www.eldertoncapitialltd.com).
Reported by the Comisión Nacional de Valores Argentina (CNVA) - Argentina:
- Carlos Nicolás Messa (https://email@example.com, https://www.instagram.com/nico_bjj, https://t.me/ellicenfin, https://nicolasmessa.mitiendanube.com).
Reported by the Swiss Financial Market Supervisory Authority (FINMA) - Switzerland:
- Firstcapital1 (https://firstcapital1.com);
- Phantomgap (http://www.phantomgap.ch/);
- Cemtex Capital Ag.
Reported by the Financial Markets Authority (FMA New Zealand) - New Zealand:
- Quickpay Limited trading / Quick Pay (www.quickpaylimited.com);
- Dcmatrading.com (www.dcmatrading.com), clone of a licensed company.
Reported by the Comisión Nacional del Mercado de Valores (CNMV) - Spain:
Reported by The Dutch Authority for the Financial Markets, The Netherlands (AFM) - The Netherlands:
- Wasixcap (https://wasixcap.com);
- A-Trade International (https://atrintl.com);
- Verifx ( https://verifyfx.com);
- MobaTrade (https://www.mobatrade.com);
- FinancialGate (https://www.financialgate.bond).
- The Communication on single-investor capital strengthening transactions: non-standard POCs, SEDAs, SEFs and other transactions with similar characteristics was approved - Requested pursuant to Article 114, paragraph 5, of Legislative Decree No. 58/1998 (Communication No. 1/23 of 3 May 2023).
- The document relating to the voluntary full takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Argo Spa on 7,343,634 ordinary shares issued by Finlogic Spa, corresponding to all the Finlogic shares in circulation was approved (resolution no. 22687 of 3 May 2023).
- The acceptance period of the voluntary total tender offer promoted, pursuant to Article 102 of Legislative Decree No. 58 of 1998, by HWG Group BidCo Srl on ordinary shares issued by Sababa Security Spa was extended (decision of 3 May 2023).
- The prospectus in tripartite format aimed at admission to trading on the Euronext Milan regulated market, organised and managed by Borsa Italiana Spa, of the ordinary shares of Digital Value Spa, already traded on the Euronext Growth Milan Italia multilateral trading system was approved (decision of 3 May 2023).
Order, pursuant to Article 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of Article 18 of Consolidated Law on Finance, put in place by:
- Ikon Cfd via the www.ikon-cfd.com website and its pages https://my.ikon-cfd.com and https://webtrader.ikon-cfd.com (resolution no. 22692 of 3 May 2023);
- Btc Capital Group via the www.btccapitalgroup.com website (resolution no. 22691 of 3 May 2023);
- Trezocapital via the www.trezocapital.co website (resolution no. 22690 of 3 May 2023);
- Ez2go Ltd via the https://europemarket.io website and its pages https://client.europemarket.io and https://webtrader.europemarket.io (resolution no. 22689 of 3 May 2023);