Migliora S.r.l. (also referred to as the "Manager of the Online Platform" or just the "Manager") is a company incorporated under the laws of Italy on 10.09.2015 with registered office in Viale di Porta Vercellina, n. 9, 20123 Milan, Tax Code and P. I. 09193300960, REA n. MI - 2074913.
The share capital is Euro 94,200.00.
Migliora S.r.l. intends to manage an on-line crowdfunding portal through which it will allow the collection of risk capital from companies admitted to this type of collection as well as, in a special section of the portal, the collection of debt capital, in accordance with the provisions of the current regulatory framework (hereinafter also the "Offer" or "the Offers"), presented by the companies described in art. 2 letter c) of Consob Regulation No. 18592/2013 as subsequently amended and supplemented (hereinafter also the "Offeror"or "Offerors").
As provided for by Article 7-bis of the Consob Regulation, the Manager shall take out an insurance policy to cover liability for damages arising to the client from the exercise of the professional activity.
What we do and how we select offers
Migliora S.r.l. enters in the Portal the companies that intend to place financial instruments representing their share capital through the internet channel represented by the Crowdfunding Portal.
The selection of companies to be included in the 'showcase' represented by the Portal is made by the team and the Team Specialist of Migliora S.r.l., after verifying the legality of the project and its non-infringement to the law, public order or morality.
Before being able to publish an Offer on the Portal it is necessary that the promoter of the initiative performs the registration procedure on the Portal, completing all the required fields relating to the promoter and the project.
Once completed the creation of the profile on the Portal by the promoter of the initiative, the Migliora S.r.l. team (contacted at ) will take care of the registration. (which can be contacted at firstname.lastname@example.org) will verify, in discussion with the promoter, the possession of the requirements of current legislation on the issue of raising venture capital from innovative startups through online portals.
Verified the existence of the pre-requirements of law, Migliora S.r.l. reserves, however, the right to decide whether to proceed with the publication of a project on its Portal.
The non-publication of an Offer on the Portal, is not, however, to be understood as a negative assessment of the potential of the initiative and does not preclude possible future publications, when the project will fully meet the requirements for its dissemination.
Order management procedures
The Manager may not hold money belonging to investors or directly execute orders for the subscription of the financial instruments offered
The Manager may not hold money belonging to investors or execute orders directly for the subscription of financial instruments offered on its portals, and for this purpose may only transmit them through a bank or investment firm (SIM).
The banks and investment firms that receive the orders:
- take care of the completion of the orders they receive through a Manager and keep the latter informed of their outcome;
- deal with non-professional investors, with the exception of transactions
- operate in relation to non-professional investors, with the exception of transactions whose value is below the threshold set out in Article 17(4) of the Consob Regulations, in accordance with the applicable provisions contained in Part II of the TUF and the relevant implementing regulations;
- ensure that, for each Offer, the funds necessary to complete the orders are placed in an escrow account in the name of the issuer and opened with the same intermediaries and/or a sub-custodian appointed by them.
Costs borne by investors
The details of the costs related to the investment in the companies are agreed:
- with the Offeror, on the contract concerning the Offer,
- with the investor, on the contract entered into with the bank or investment firm for the provision of the corresponding investment service and on the contract with the investors.
- the Portal does not charge any costs to investors; if, however, such costs are charged, appropriate information will be provided herein and in the Investor Information Document.
It should be noted that the Manager:
- does not charge any costs to investors; if any such costs are charged to investors, they will be disclosed in the Investor Information Document;
- in the event of completion of the Offer, by way of consideration for the services provided, applies to the Offeror a commission determined as a percentage of the capital actually raised and varying according to the Offer. The Offeror shall pay such consideration only at the time when the capital increase is completed in accordance with all the requirements set forth in the Offer Document.
- The expenses to be borne by investors for the transmission of orders to banks and investment firms, if any, are indicated in the information sheet relating to each Offer.
Measures in place to manage and reduce fraud risks
In accordance with the provisions of Article 14, paragraph 1, letter e) of Consob Regulation, the measures to reduce and manage the risk of fraud are set out below.
Fraud Prevention" policy means the measures implemented by Migliora S.r.l., described below, aimed at preventing:
- fraud related to the possible intrusion into the Portal by unauthorized third parties;
- fraud related to the legality of projects carried out by offerors;
- fraud linked to the information published on the Portal;
- fraud linked to the improper use by the Offeror of the funds raised by the Investors;
- fraud linked to the improper use by the Offeror of the funds raised by the Investors;
- fraud related to transactions.
In this context Migliora S.r.l. puts in place the following measures, namely:
- with reference to fraud related to the possible intrusion into the Portal by unauthorized third parties, Migliora S.r.l. prepares adequate computer security systems to protect its computer system from unauthorized external access, through the use of firewall equipment properly positioned in the network that also allow to detect and trace any attempt of access through:
- identification of the Offerors prior to the publication of any information on the Portal;
- delivery to the Offerors of personalised credentials for access to the Portal, to be kept confidential under the direct responsibility of the Offerors;
- with reference to the frauds related to the lawfulness of the projects carried out by the Offerors if the Offeror does not come from an incubation process in incubators in the national or international territory, the management team of Migliora S.r.l. (in charge of performing anti-fraud verifications) will verify the legitimacy of the projects carried out by the Offeror (in charge of carrying out the anti-fraud verifications) submits, in case of detection of anomalies or where it detects the conditions of opportunity for the protection of investors' interests, the project submitted by the Offerors to the Board of Directors of the Manager and to the Head of Internal Control who verify the lawfulness of the Project and the existence of the conditions and requirements required by Consob Regulation;
- with reference to the frauds related to the information published on the Portal, Migliora S.r.l. performs a verification of the requirements of the Consob Regulation for the admissibility of offers on the Portal. It should be noted that the information provided on the Portal by the Offerors are the sole responsibility of the Offerors themselves.
It should also be noted, with regard to the documentation relating to the Offers of the Offerors, that the Offers are published on the Portal following an increase in capital carried out before a notary public who, in turn, carries out the checks required by law and preparatory to the preparation of the relevant minutes;
- with reference to the frauds related to the misuse by the Offeror of the funds collected from the investors, since the Offeror and its management are solely responsible for the use of the funds collected from the Investors, Migliora S.r.l. cannot carry out any control activity in this respect and refers on this point to the current corporate and, where applicable, criminal laws relating to this matter;
- with reference to fraud related to financial transactions, since for financial transactions Migliora S.r.l. relies entirely on the banking system and the anti-fraud measures put in place by these subjects.
Processing of personal data
Migliora S.r.l. has selected the Board of Directors of the Manager as the second level privacy officer. Dr. Luca Gambirasio has been identified as the privacy consultant, who has prepared a special report on the management of privacy by the Manager and who has been entrusted with the control of level I as indicated on page 25 of this Report. Migliora S.r.l. has put in place IT facilities to protect its computer system as described in more detail in the document entitled IT infrastructure, attached to this Report.
Conflicts of interest policy
In order to know the measures put in place to prevent and manage conflicts of interest between the Portal Manager, the offerors and the investors will have the opportunity to read the policy which will be published on the Portal.
The complainant may make an official complaint to Migliora S.r.l. by sending a written communication to the following address: viale di Porta Vercellina 9, 20123 Milano, or by sending an email with the subject "complaint" to the following email address: email@example.com.
For further details please refer to the policy on the handling of complaints adopted by the Manager, attached to this Report.
The Manager prior to the commencement of business, adheres to the Arbitrator for Financial Disputes ("Arbitrator"), furthermore pursuant to resolution n 19602 of 4 May 2016 undertakes to:
- provide investors, including through contractual documentation and its own website, with information on the functions of the Arbitrator, specifying that the right to appeal to the Arbitrator cannot be waived by the investor and can always be exercised, even in the presence of clauses contained in contracts for the transfer of disputes to other out-of-court settlement bodies;
- ensure that the complaints received are also assessed in the light of the guidelines that can be deduced from the decisions taken by the Arbitrator and that, in the event of failure to accept, even partially, such complaints, the investor is provided with adequate information on the methods and timescales for submitting an appeal to the Arbitrator;
- make available the hyperlink to the Arbitrator's website.
Mechanisms for the out-of-court settlement of disputes
For any disputes that may arise between the Parties regarding the validity, interpretation or execution of the agreement between Migliora S.r.l. and the Offeror/Investor, or that are in any way connected thereto, the Parties acknowledge and mutually agree to comply with the following procedure:
- The Parties shall first attempt an amicable solution between them.
In this sense, the Party concerned shall communicate in writing to the other Party an invitation to meet within a period of 15 days at the latest, proposing not less than three alternative dates in working days and hours, in order to try to solve amicably between them, without the intervention of third parties, the dispute arising. ("Amicable Invitation" and "Amicable Procedure"). The Amended Invitation shall contain a description of the grounds for the grievance.
The Party receiving the Interim Invitation shall respond no later than 15 days thereafter, stating the date of the meeting from among those proposed by the Party concerned and the arguments on which its reasons are based. At the meeting, the Parties shall draw up specific minutes in which they shall acknowledge the amicable agreement reached or, vice versa, the failure to reach an amicable agreement ("Amicable Agreement");
- In the event of failure to reach an amicable agreement during the amicable procedure, the Party concerned may initiate a mediation procedure pursuant to Legislative Decree no. 28 of 2010, as amended by Law no. 98 of 9 August 2013, converting with amendments Legislative Decree no. 69/2013 ("Mediation Procedure"). The Mediation Procedure is a condition for the admissibility of the legal claim and must be commenced at mediation bodies present at the place of the judge who is competent for the possible legal dispute.
- f the Mediation Procedure ends without an agreement or the conditions provided for by Legislative Decree no. 28 of 2010, as amended by Law no. 98 of 9 August 2013, converting with amendments Legislative Decree no. 69/2013, are met, the Party concerned may proceed with the initiation of legal proceedings ("Judicial Proceedings"). The Court of Milan shall have exclusive jurisdiction over any dispute concerning the establishment, interpretation and/or execution of the agreement between the Parties, with the exception of cases in which the user of the Portal may be defined as a consumer pursuant to Legislative Decree no. 206 of 2005.
Aggregate data on the Offers
For each Offer published on the Portal, the status of the subscriptions made from time to time, including with the aid of tables and graphs, as well as the remaining period of the Offer and the percentage of participation of any institutional investors participating in the Offer, shall be disclosed in the Offer file.
A copy of each Offer form is kept even after the closure of the Offer, regardless of the results, for the period provided for by the regulations.
At the bottom of this page are summarized all the useful links to learn more about crowdfunding, the reference legislation, the register kept by CONSOB, the investor education section of CONSOB and the special section of the Companies Register dedicated to innovative startups and incubators.
List of Links displayed at the bottom of the page:
- Homepage CONSOB
- Investor Education CONSOB
- Companies Register - special section for Innovative Startups and SMEs
- Register of Managers - ordinary section
Sanctioning measures against the portal
No sanctions of any kind have been issued against Migliora S.r.l. in relation to the management of the portal 2meet2biz.com.
Sanctioning measures applied by the portal on defaulting offerors
Migliora S.r.l. reserves the right to take against the Offerors in case of non-compliance with the rules of operation of the Portal, appropriate initiatives to protect the Portal and the investors; any initiatives are clearly indicated in the contract entered into with the Offerors for the management of the Offer, as well as on the Offer sheet published on the website.
In the event that Migliora S.r.l. does not provide any initiative towards the Offerors, notice will be given on the Offer sheet published on the Portal by means of a note Migliora S.r.l. has not provided for this Offer any initiative with reference to any possible non-compliance of the rules of operation of the Portal by the Offeror.