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Obligations under Article 13 of the Regulation

Conflicts of interest

The Company will publish – within the “Policies” section of the Portal – the “Conflicts of Interest Policy” containing the full terms of the policies reflecting the measures adopted for managing conflicts of interest.

Disclosure to Investors

In order to provide Investors with clear, detailed, correct, non-misleading and complete information, the Company requires each Offeror to make available to registered Investors all useful documents to allow them to make a conscious assessment of the venture.

Registered investors will find – on the Portal page devoted to each Offer – all the documents provided by the Offeror, along with the following information:

  • concise description of the venture;
  • target market;
  • business objectives (business plan);
  • financial data

as well as any other information which, in relation to each individual Offer, is useful to allow Investors to consciously make their decisions.

All the documents uploaded onto the Portal will be in a non-copiable and non-editable format (pdf).

Updating of information

The Company will make available on the platform all the information provided by the Offeror regarding each Offer, either through an appropriate summary form from which the type of instrument, the associated risks and the main features characterising the investment (duration, coupon, business segment of the enterprise) can be gathered, or through documentation that can be downloaded in PDF format. The same summary form will also emphasise that the limits laid down in Articles 2412 and 2483 of the Italian civil code (limits to PLCs’ and LLCs’ bond issues) are complied with.

This information will be accessible in an appropriate section of the platform devoted to completed Transactions and will be updated for a period of 24 months from the date of closing of the offer. This same information will be made available upon request for a period of five years from the date of closing of the offer.

Obligations under Article 14 of the Regulation

Information about the Operator:

Azimut Direct X S.r.l. - Foro Buonaparte 12 - 20121 Milano - VAT code 11624600968

Registered under number 58 of Consob Register, after Consob resolution n.21901 dated June 17, 2021

Professional indemnity policy n. BL27000008 by XL Insurance Company SE

Board of Directors: Gabriele Blei (Chairman), Alessandro Zambotti (Vice-Chairman), Andrea Crovetto (CEO)

The sole partner of Azimut Direct X S.r.l. is Azimut Direct S.p.A. Foro Buonaparte 12 - 20121 Milan – VAT registration number 11616610967

Information about activities carried out and Offer selection methods

Azimut Direct X S.r.l. (the Company), as the operator of the portal (the Portal), sets itself the target of streamlining the online process for investing in equity and debt instruments issued by offeror companies by making it easier to match the real economy’s financing needs with the investors’ portfolio diversification needs.

With regard to investors, it is pointed out that the Company intends to admit to the Portal solely the following categories:

The target market is SMEs (Offerors) as defined in Regulation (EU) 2017/1129, whether innovative or not, established either in the legal form of public limited companies or in the legal form of limited liability companies, from any industry sector, excluding the real estate, financial and gambling sectors.

The Company does not intend to publish offers by innovative start-ups, CIUs investing predominantly in small and medium-sized enterprises or capital companies investing predominantly in small and medium-sized enterprises.

Offerors will be selected by the Business Intelligence OU on the basis of a procedure approved by the BoD listing the selection criteria, including verification that the requirements laid down by the Crowdfunding Regulation are met. The selection criteria provided for by the procedure are as follows:

  • exclusion of the real estate, financial, gambling industries;
  • verification of any media adverse information against the company and/or corporate officers;
  • verification of the SME status according to the European definition;
  • receipt of the latest annual accounts;
  • receipt of the Companies Register's extract for the Offeror/Issuer and the relevant corporate chain;
  • receipt of records from the Central Credit Register;
  • for debt transactions by a PLC: verification that the statutory limits laid down in Article 2412 of the Italian civil code are complied with;
  • for debt transactions by an LLC: verification that the Articles of Association provide for bond issues, verification that the statutory limits laid down in Article 2483 of the Italian civil code are complied with;
  • a credit score (MORE by ModeFinance) of at least CCC
  • for debt transactions: certification of the latest annual accounts
  • minimum offer amount: EUR 3M for debt instruments / EUR 1M for equity instruments.
  • description of the use of proceeds.

The aforementioned criteria will be used in the pre-screening phase: if even only one of the criteria is not met, the relevant offer may not be published. If all the criteria are met, the decision on the publication of offers will be submitted to the Board of Administration for review, whereby the following qualitative aspects will be assessed:

  • Offeror’s financial soundness: on the basis of its financial statements, its economic/financial situation will be analysed in terms of profitability, degree of indebtedness, capitalisation;
  • economic viability of the business plan and adequacy thereof for the submitted project;
  • consistency between the skills of the Offeror’s directors/management (in terms of level of education and professional background) and the business segment and submitted project;
  • consistency of the use of proceeds;
  • whether the Offeror operates in an industry sector with strong potential impact/growth;
  • debt repayment capacity (for debt transactions);
  • any non-performing loans in the Central Credit Register and whether these are justified (for debt transactions);
  • consistency of the MORE credit score (for debt transactions).

Each item may have either a positive or a negative outcome. The offer will only be approved with a positive collective judgement for all items.

Information about order management arrangements and the related costs

The Company has identified Directa SIM as the entity in charge of order execution.

For the purposes of operational efficiency, all investors (except for professional investors by right) shall open an ordinary safe-custody account with Directa SIM before they can transmit any order. The cost charged to investors for opening and keeping such ordinary safe-custody account will be zero.

For offers concerning shares in LLCs, Directa SIM will take care of the alternative regime as per Article 16, sub-paragraph d-bis) of the Regulation (so-called “rubricazione”, or nominee holding) for all those investors who voluntarily opt for this regime upon transmission of an order. The costs charged to investors for the nominee holding service, which shall be paid to Directa SIM, will be as follows:

- 15.00 Euros once-for-all (for natural persons) or 80.00 Euros once-for-all (for legal persons) as service activation costs, which will be charged upon the first instance of “rubricazione” (nominee holding).

- 5.00 Euros for the issue – only upon request – of a certificate attesting legal ownership of the shares, which is required as entitlement to exercise corporate rights, excluding the first certificate, which will be offered by Directa SIM.

- 20.00 Euros per subscription, irrespective of its amount, only where the campaign is actually successful.

Order management and transmission will take place as follows:

The investor will transmit his or her order to the Operator through the Portal.

The Operator will send the investor an e-mail containing a summary of the order and the details (IBAN and reason code) for the bank transfer into the third-party deposit account that the Offeror will have opened with Directa SIM.

On the offer closing date, the Operator will verify whether the fundraising target has been achieved and:

  • in case of successful outcome, it will confirm via e-mail to investors that the offer was successful and the order has been executed.
  • in case of unsuccessful outcome, it will confirm via e-mail to investors that the funds will be returned to them.

Relevant regulations

Crowdfunding Regulation:

Consob Investor Education:

Consob Register of Portals:

Obligations under Article 15 of the Regulation

Risk disclosure and investor protection

Risk of losing the entire capital invested

According to Consob’s Regulation on raising capital through online portals (so-called Crowdfunding Regulation), it is possible to underwrite equity instruments of start-ups and SMEs, thus becoming partners in the company and fully sharing the business risk. By nature, this risk is higher than in a traditional equity investment and involves a greater risk of losing the entire capital investment: these are often newly established enterprises or enterprises which have been established for a few years that operate in innovative sectors. The likelihood of the business project failing is therefore higher than for a company which has been operating in established sectors for a long time.

Hence, one should only invest sums that one can afford losing entirely and should restrict the investment in these instruments to a limited portion of one’s portfolio, considering how much has been invested in other financial instruments and the overall risk component of one’s portfolio.

Illiquidity risk

For a financial instrument, liquidity means how easily it can be purchased or sold, in terms of time (i.e., promptly) and costs (i.e., without any depreciations). It is related to the presence and characteristics of the market where the instrument can be traded. As a rule, “organised markets” (i.e., stock markets regulated by a specific formal set of rules, such as the Italian Stock Exchange) offer greater liquidity of traded instruments than other markets. This is because the supply and demand of securities are mostly funnelled to organised markets, whose prices are therefore more likely to reflect the actual value of the associated financial instruments. When, conversely, financial instruments are not traded on organised markets, it may be difficult or impossible to liquidate them or to understand their actual value. For instance, if one decides to sell them, it may be more difficult to find a counterparty quickly and/or to sell at a price that actually reflects their value. Financial instruments issued by start-ups and SMEs that can be underwritten through equity crowdfunding portals belong to the latter category, because the so-called Growth Decree forbids trading thereof on organised markets for as long as the company can be considered as an innovative start up (Article 25, sub-paragraph 2 of the so-called “Growth Decree bis”). Those investing in such instruments shall be aware of the overall risks of the transaction: the risk of losing the entire capital investment and the "illiquidity" risk associated with the ban on trading on organised markets and with the lack of an organised secondary market where these instruments can be traded after they have been underwritten. This does not affect the possibility of purchasing and selling them between private persons, in compliance with the rules laid down for the individual cases, bearing the related costs.

Obligations under Article 16 of the Regulation

Information published on the Portal

The following will be made available by the Company on the page devoted to each individual Offer:

  • all the information provided by the Offeror, either through an appropriate summary form from which the type of traded instrument, the associated risks and the key features characterising the investment (duration, coupon, business segment of the enterprise) can be gathered, or through documentation that can be downloaded in PDF format. The same summary form will also emphasise that the limits laid down in Articles 2412 and 2483 of the Italian civil code (limits to PLCs’ and LLCs’ bond issues) are complied with.
  • identification details of the banks or investment firms taking care of order execution and identification details of the unavailable account provided for by Article 17, sub-paragraph 6 of the Regulation;
  • information on how to exercise the right of revocation provided for by Article 25, sub paragraph 2 of the Regulation;
  • data and information on the overall status of subscriptions to the Offer and the amount subscribed to, updated on a daily basis.