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Weekly newsletter - year XXII - No. 41 - 31 October 2016

Commission decisions:

N.B. measures adopted by Consob are published in the Bollettino 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.


- NEWS OF THE WEEK -

CONSOB COMMUNICATIONS FOR INVESTOR PROTECTION

The National Commission for Companies and the Stock Exchange has prohibited under the terms of Art. 101, paragraph 4, lett. c), of the Consolidated Law on Finance (CLF)the advertising activity related to the offering to the public resident in Italy regarding:

a) investments of a financial nature promoted by Innovative Investment Holding Ltd carried out also through the Facebook page “Adv Management – La tua rendita Semplice(Resolution no. 19764 of 18 October 2016).

b) the programme named “Progetto Apple” carried out also through the Facebook page “Adv Management - La tua rendita Semplice(Resolution no. 19763 of 18 October 2016).

* * *

The National Commission for Companies and the Stock Exchange reports that the sites www.theprofitsalgorithm.com and www.italianmethod.com cannot be traced to subjects authorised to provide investment services and activities in Italy.


OTHER COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Luxembourg (Commision de Surveillance du Secteur Financier - CSSF), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Austria (Financial Market Authority - FMA), Hong Kong (Securities and Futures Commission - SFC) and Malta (Malta Financial Services Authority - MFSA) report companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Treasury Advisory Group;

  • Telford and Bernstein;

  • Adexec Loans & Financial Solutions (www.adexeconlineloanfinance.org.uk), with declared headquarters in the United Kingdom, clone of the authorised company Choose Wisely Limited/ Choose Wisely (www.choosewisely.co.uk), with headquarters in the United Kingdom (reference no. 730574);

  • Titanium Wealth Management (www.titanium-wealth.com), with declared headquarters in London and Hong Kong;

  • Corpserv (www.corpservgmbh.com), with declared headquarters in Vienna, clone of the authorised company Corpserv Gmbh, with headquarters in Vienna (Reference no.: 589971);

  • Click Search Media Limited Trading (http://debtfriendly.co.uk) clone of the authorised company Click Search Media Limited (www.clicksearchmedia.co.uk), with headquarters in the United Kingdom (Reference no. 734519);

  • Shaks Specialist Cars, clone of the authorised company Shaks Specialist Cars Limited (www.s-s-c.co.uk), with headquarters in the United Kingdom (Reference no. 653511);

  • Prudential Consultants / Prudential Group (www.prudentialconsultants.com), with declared headquarters in New York;

  • Knight Capital Markets (www.knightcapitalmarkets.com), clone of the authorised company KCG Europe Limited/Knight Capital Europe Limited (www.kcg.com), with headquarters in London (Reference no. 189090);

  • Bradley & Nowell Llc (www.bradleynowell.com), with declared headquarters in the United States;

  • Farnhams Consulting Group (www.farnhamsgroup.com), with declared headquarters in New York;

  • Pan Asia Pacific Mergers and Acquisitions (www.panasiapacificma.com), with declared headquarters in Tokyo;

  • SLS Trade (www.slstrade.com), with declared headquarters in London;

  • Telford and Bernstein (www.telfordandbernstein.com), with declared headquarters in Boston.

Reported by the CNMV:

  • Maxi Services Ltd (www.umarkets.com);

  • Financial Markets Limited (https://finmarkfx.com).

Reported by the CSSF:

  • Millionet Investment Management Limited (www.millionetasia.com), with declared headquarters in Luxembourg;

  • Zidex Financials (www.zidexfinancials.com), with declared headquarters in Luxembourg.

Reported by the FINMA:

  • Credit Trust Capital (www.credittrustcapital.com), with declared headquarters in Zurich;

  • Premiers Ag;

  • SuisseRock Asset Management (www.suisserock.ch), with declared headquarters in Geneva.

Reported by the FMA:

  • Inn Finanz Consulting GmbH / Zentera Consulting GmbH;

  • Eaglebright Holding Ag.

Reported by the SFC:

  • Pacific Alliances (www.thepacificalliances.com), with declared headquarters in Tokyo;

  • Dukes Copy Limited (www.dukes-copy.com), with declared headquarters in Hong Kong;

  • Option500 (www.option500.com), with declared headquarters in the United Kingdom.

Reported by the MFSA:

  • Provident Capital Management (www.provident-trading.com).

* * *

The French supervisory authority (Authorité des Marchés Financiers – AMF) has updated the list of websites offering investment services on forex markets without authorisation with the following:

  • www.bloomcapitalmarkets.com / Original Markets Ltd;

  • www.ksftrade.com / Marshall Advanced Innovation Ltd and Joshua Consulting Ltd;

  • www.utcinvest.com / Utc Invest.

The complete list is published on the AMF website at the following address: http://www.amf-france.org.


JOURNALISTS: THE NEXT APPOINTMENTS IN MILAN AND ROME FOR PROFESSIONAL TRAINING

CONSOB's commitment in the field of professional training for journalists continues.

The next appointments are fixed in Milan on 30 November and in Rome on 6 December.

All the details are below.

SOVEREIGN FUNDS AND FINANCIAL MARKETS: MILAN, 30 NOVEMBER 2016

What are Sovereign Wealth Funds? What is their role on the international financial markets?

This is the subject which will be discussed in depth on 30 November in Milan (from 9:00 to 13:00) on the occasion of a training course for journalists, organised by the CONSOB press office and hosted by Borsa Italiana (Palazzo Mezzanotte, Piazza Affari 6).

Thanks to the presence of some of the leading national experts on the subject, the course - which replicates an analogous event held in Rome on 4 April of this year and gives the right to four education credits - intends to provide an overview on the nature and role of sovereign wealth funds, large institutional investors, which have the characteristic of being directly or indirectly connected to the governments and countries of origin.

Sovereign funds perform an increasing role on the international financial markets, including Italy. They have immense financial resources available, stemming from the exploitation of the natural resources of the countries of origin (in particular oil) or surpluses created through commercial trading with the rest of the world. Sovereign funds define their investment strategies both independently, and in cooperation with the political authorities with which they are related.

They are viewed favourably on the markets because of their ability to mobilise capital. However, they are also viewed with suspicion and in some cases they are perceived as a threat because of the geopolitical effect that their interventions can cause on the economic-financial balance of the individual countries and entire geographic areas.

The course will take stock of this phenomenon, defining its outlines and describing its characteristics overall also in light of the regulatory framework regarding competition and circulation of capital.

The programme is accessible through this link (http://www.consob.it/web/area-pubblica/seminari-e-convegni).

Attendance is free of charge. Registrations can be made through the SIGEF platform of the National Board of the Order of Journalists, clicking on “Corsi enti terzi [Third-Party Entity Courses]”. 110 places are available.

HOW TO ENTER THE STOCK EXCHANGE: ADMISSION TO LISTING AND PROSPECTUS. ROME, TUESDAY 6 DECEMBER 2016

How do you enter the Stock Exchange? What procedure must an unlisted company follow, if it chooses to be listed? What is the role of Borsa Italiana? And what is the role of CONSOB? These are the main questions that will be answered in a professional training course for journalists, organised by the CONSOB press office in collaboration with Borsa Italiana.

The CONSOB and Borsa Italiana technicians will talk about their respective tasks, focusing, among other things, on the admission to listing procedure and the function of the prospectus.

The appointment is fixed in Rome, Tuesday 6 December 2016, from 09:00 to 13:00 in the auditorium of CONSOB's Rome headquarters, at Via Claudio Monteverdi 35 (Piazza Verdi). The course, which is a repeat of the event held in Milan this past 3 October, gives the right to four education credits.

Journalists interested in taking part may enrol through the SIGEF platform of the National Board of the Order of Journalists, by clicking on “Eventi enti terzi” [Third-Party Entity Events].

The course programme is published on the website www.consob.it, in the “Communications, seminars and conferences” section.


THE MANDATE OF CONSOB'S GENERAL MANAGER, ANGELO APPONI, EXTENDED, AND THE APPOINTMENT OF THE DEPUTY GENERAL MANAGER, GIUSEPPE D’AGOSTINO, RENEWED

CONSOB's General Manager, Mr Angelo Apponi, will remain in office until 11 July 2019. The Commission has extended by eighteen months his mandate, which was to expire on 11 January 2018.

The Commission also renewed the appointment of Mr Giuseppe D’Agostino, CONSOB's Deputy General Manager up to this past 30 September. His new mandate runs from this past 26 October until 11 July 2019.


MARKET ABUSE: CONSULTATION BEGINS ON THE REGULATORY CHANGES FOR COMPLIANCE WITH THE NEW EUROPEAN RULES. ON 14 NOVEMBER AN OPEN HEARING IN CONSOB

CONSOB has begun the consultation with the financial market on the changes to its issuers' regulations and markets, necessary to ensure that the national second-level regulations comply with the new European rules on market abuse, in force since this past 3 July with the EU Market Abuse regulation (MAR 596/2014) and the related delegated acts.

The consultation ends this coming 25 November.

The regulatory changes submitted for examination by the market are aimed at aligning the domestic regulations with the community ones. The secondary provisions in contrast with the EU rules are abrogated; in addition, a coordination between the MAR and other national provisions is introduced.

The main changes regard, among other things, the following subjects:

- continuous information obligations;

- issuers of widely distributed securities;

- purchase of treasury shares;

- lists of people who have access to insider information;

- reporting of suspicious transactions;

- investment recommendations;

- transactions by managers and significant shareholders (insider dealing).

The reference document and the text of the regulatory changes are available on the website www.consob.it.

In line with the best practices of better regulation, on 14 November 2016 at 14.00, in the hall of the CONSOB auditorium in Rome, Via C. Monteverdi no. 35, an open hearing will be held, during which the reference document will be presented. The programme of the event has been published on the website at the following link: www.consob.it/web/area-pubblica/seminari-e-convegni.

For organisational needs and in view of the limited number of places it is necessary to register using the SIPE form by and no later than 10 November. We can also note the possibility of making observations in the dedicated space at the end of the seminar (for a limited number of speakers); this particular request must be indicated at the moment of registration, in the specific notes field of the SIPE form, specifying the name of the applicant, the organisation or the body he or she belongs to, the position held and the subject of the question\observation.

CONSOB reserves the right to make a selection of the interventions on the basis of the number of the same and the limited time available.


COMPETITIVE TAKEOVER BID ON ALERION CLEAN POWER SPA SHARES: CONSOB APPROVES THE OFFER DOCUMENT

CONSOB has approved the document concerning the competitive full voluntary takeover bid launched by Eolo Energia SRL, under the terms of Arts 102 and 106, paragraph 4, of Italian Legislative Decree no. 58/1998 and of Art. 44 of the issuers' regulations, on Alerion Clean Power SpA shares(Resolution no. 19769 of 26 October 2016).

The offer can be considered a competitive bid with respect to the partial voluntary takeover bid launched by FGPA SRL (see “CONSOB Informs” no. 37/2016) on 29.9% of the Alerion share capital, the bid document of which was approved by CONSOB with Resolution no. 19743 of 29 September 2016 (subscription period from 11 October 2016 to 11 November 2016).

Eolo Energia is a vehicle company especially set up to launch the bid, controlled by Edison SpA, which holds, through Edison Partecipazioni, 51%. Edison is indirectly controlled by the French company Electricité de France SA (EDF). The remaining 49% is held by E2i, which in turn is indirectly controlled by F2i (an asset management company which has set up and manages the two closed-end reserved financial investment funds “F2i - Fondo Italiano per le Infrastrutture” and “F2i – Secondo Fondo Italiano per le Infrastrutture”).

The bid is aimed at delisting the issuer and regards 43,579,004 Alerion shares, all the related share capital, including the 780,339 treasury shares held by Alerion, corresponding to 1.79% of the share capital.

The unit price is 2.46 euro per share. The total value of the bid is 107,204,349.84 euro.

The subscription period starts on 31 October and ends on 2 December 2016, unless extended. The payment date is set for 9 December 2016. The bid is not subject to the rules on the reopening of the terms.

The bidder has declared that if, as a result of the bid, it ends up with a stake of more than 90% but less than 95% of Alerion's share capital, it will not restore sufficient float to ensure the regular performance of trading and it will fulfil the obligation to purchase pursuant to Art. 108, Paragraph 2 of the Consolidated Law on Finance. If it should have a shareholding of at least 95% of the Alerion share capital, it will fulfil the obligation to purchase pursuant to Art. 108, paragraph 1 of the Consolidated Law on Finance and will exercise the right to purchase pursuant to Art. 111 of the Consolidated Law on Finance through the so-called “joint procedure”.

The bid is conditional on the occurrence of two events (condition on the minimum level of acceptances and MAC condition); the conditions precedent may however be waived by the bidder. It has been launched exclusively in Italy, because the Alerion shares are listed only on the MTA, and it is addressed, with the same conditions, to all holders of ordinary shares.

The bidder will cover the maximum outlay and the costs of the operation using the financial resources which will be made available by Edison on the basis of an intra-group loan (the “Edison loan”) and according to the methods provided for in the framework agreement signed on 12 October 2016.

The BoD communication pursuant to Art. 103, paragraph 3, of the Consolidated Law on Finance (CLF) and Art. 39 of the issuers' regulations will be published together with the offer document.


ELECTIONS OF THE ADMINISTRATIVE AND AUDITING BODIES OF MITTEL SPA

In accordance with Art. 144-septies, paragraph 1, of the issuers' regulations the Commission has identified the minimum investments for the presentation of candidate lists for the election of the administrative and auditing bodies of the listed company Mittel SpA, whose financial year closed on 30 September 2016 (Resolution No. 19768 of 26 October 2016).

The full text of the resolution is available on the web site www.consob.it, accompanied by the table of criteria used to establish the investment thresholds.


MEMO: RULES AND FINANCIAL MARKETS - SEMINAR IN MEMORY OF GIUSEPPE ZADRA, 8 NOVEMBER, ROME

Tuesday 8 November, at 10:00 in Palazzo Altieri, headquarters of the Italian Banking Association (Associazione Bancaria Italiana - ABI), Piazza del Gesù 49, Rome, “Rules and market: innovation, stability, transparency” will be held. This is a seminar organised by the ABI, CONSOB and Istituto Einaudi in memory of Giuseppe Zadra, former CONSOB executive and general manager of the ABI, who died in September 2015.

The chairpersons of the ABI, Antonio Patuelli, of CONSOB, Giuseppe Vegas and of the Luigi Einaudi Institute for banking, financial and insurance studies, Maurizio Sella, will introduce the event. Speeches will follow by Francesco Carbonetti, Marcello Messori, Simone Scettri and Vincenzo Visco as well as reports by Giovanni Sabatini, Carmine Di Noia and Fabrizio Saccomanni.

For information and registrations these are the references: sg@abi.it or 06.6767788/96 - 06/6767493.

For a detailed programme of the event see the "Public Area/Communications/Seminars and Conferences" (Area pubblica/Comunicazioni/Seminari e Convegni) section of the website www.consob.it.


MEMO: CALL FOR PAPERS FOR THE CONSOB-BOCCONI CONFERENCE: “SECURITIES MARKETS TRENDS, RISKS AND POLICIES

CONSOB and the Bocconi University, through the Baffi – Carefin research centre, have published a call for papers for the conference on "Securities markets.Trends, risks and policies" which will be held on 24 February 2017 in Milan at the Bocconi University.

The topics under discussion will be the following: financial innovation and systemic risk; market micro-structures, post-trading and market efficiency; development of financial markets, the role of institutional investors and growth of SMEs; how the board-shareholders engagement and remuneration systems work; supply of financial services and investor protection (including from the point of view of behavioural finance).

Contributions may be sent by email to “convegni@consob.it” by 11 November 2016. Each of them will be assessed by the scientific committee coordinated by Massimo Guidolin (Bocconi University), Giovanni Siciliano (CONSOB) and Luca Giordano (CONSOB). The results of the selection will be communicated by 19 December 2016. The final programme of the conference will be published on the CONSOB and Bocconi University websites by the end of the first week of February 2017.

The full text of the call for papers is available on the website www.consob.it, in the “Communications, seminars and conventions” section.


- COMMISSION DECISIONS -

taken or made public during the week
(the documents with a link or underlined in the printed edition are immediately available in the respective sections of the website www.consob.it; the other measures will be available in the next few days) 

CONSOB

  • The mandate of CONSOB's General Manager, Angelo Apponi, has been extended (Resolution no. 19765 of 26 October 2016) andthe appointment of the Deputy General Manager, Giuseppe D’Agostino, has been renewed(Resolution no. 19766 of 26 October 2016).

Takeover bids and exchange offers

  • Approval has been given for the document concerning the competitive full voluntary takeover bid launched by Eolo Energia SRL, under the terms of Arts 102 and 106, paragraph 4, of Italian Legislative Decree no. 58/1998 and of Art. 44 of the issuers' regulations, on Alerion Clean Power SpA shares(Resolution no. 19769 of 26 October 2016).

Listed Issuers

  • On the basis of the provisions of Arts. 144-ter et seq. of the Issuers' Regulations, the Commission has published the minimum equity interest for the presentation of lists of candidates for the election of administrative and auditing bodies of the company Mittel SpA (Resolution No. 19768 of 26 October 2016).

Prospectuses

  • Approval has been given for the registration document and the supplement to the base prospectus concerning the public offering programme of bonds issued by Banco di Sardegna SpA (Decision of 26 October 2016).

  • Approval has been given for the base prospectus concerning the programme of public offering of bonds issued by Banca Popolare di Sondrio SCpA (Decision of 26 October 2016).

Registers and lists

  • Andrea Tullio Capuzzo has been suspended for three months as a disciplinary measure from the single register of financial consultants (Resolution no. 19744 of 29 September 2016).

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 Ferrri, 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 www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.

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