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Weekly newsletter - year XXII - No. 42 - 7 November 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 -

COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority – FCA), Luxembourg (Commision de Surveillance du Secteur Financier - CSSF), the Netherlands (Netherlands Authority for the Financial Markets - AFM), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Hong Kong (Securities and Futures Commission – SFC), Uruguay (Banco Central del Uruguay) and British Columbia (British Columbia Securities Commission - BCSC) report companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Clayton & Fisher Advisors (www.claytonfisheradvisors.com), with declared headquarters in New York;

  • Bradley & Nowell Llc;

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

  • Pan Asia Pacific Mergers and Takeovers;

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

  • My Money Solutions (www.mymoneysolutions.co.uk).

Reported by the CSSF:

  • Algebra Investments SA (www.algebrainvest.com);

Reported by the AFM:

  • Monex BMO Securities (www.monexfinancial.com), with declared headquarters in Toronto and Tokyo.

Reported by the FINMA:

  • Swiss Royal Banc (https://swissroyalbanc.com);

  • Nietlispach Immobilien Gmbh.

Reported by the CNMV:

  • Maxi Services Ltd;

  • Financial Markets Limited.

Reported by the SFC:

  • China International Art Property Exchange (www.chinaarttc.cn),with declared headquarters in Shanghai;

  • Phmarkets Financial Limited (www.phmarkets.com), with declared headquarters in Hong Kong;

  • Red Shield Financial (www.redshieldfinancial.com), with declared headquarters in Hong Kong, Shanghai, Taipei and Tokyo.

Reported by the Banco Central dell’Uruguay:

  • Rosinet SA;

  • Openworld Sociedad de Bolsa SA.

Reported by the BCSC:

  • PrimeBrokerz, owned by Danesi Global Ltd;

  • Crown Managers.

PIAZZA AFFARI: SHARPLY DOWN IN THE HALF-YEAR STOCK EXCHANGE CAPITALISATION AND SHARE VOLUMES TRADED. THE LATEST STATISTICAL BULLETIN PUBLISHED

Stock exchange capitalisation sharply down (-23.5%) in the first half of this year compared to the same period of 2015. In relation to GDP the capitalisation of Piazza Affari fell to 25.8% at this past 30 June from the 33.8% of a year earlier. There was a drastic reduction (-16.9%) also in the volume of shares traded in the first six months of the year, while over the same period of time there was a slight increase (+1.9%) in the volume of equity derivatives that changed hands on the Italian regulated markets.

These are some of the figures contained in CONSOB's latest Statistical Bulletin (no. 9). Insurance products with prevailing financial content also fell sharply: the collection of gross premiums decreased in the period by 30.5% on an annual basis owing mainly to the drop in the distribution of unit-linked policies. There was a positive trend, instead, for assets managed by Italian intermediaries, which at 30 June 2016 had grown by 4% compared to six months before.


PROSPECTUSES: CLEARER AND MORE EFFECTIVE “WARNINGS FOR THE INVESTOR”: NEW CONSOB RECOMMENDATION

More clarity and more effective disclosure in the “warnings for the investor”, the instrument which - while it is not part of the prospectus - serves to highlight in a few pages the risks of particular significance associated with the company and/or the financial instruments proposed to the market.

This is the sense of a Recommendation adopted by CONSOB. The objective is to improve the quality of the information available for savers and investors.

The Recommendation calls operators' attention to the importance of preparing “warnings for the investor” following criteria of brevity and concision, simple presentation, understandability and immediacy.

In particular the Recommendation makes reference, although only by way of example and not exhaustively, to some of the contents that in practice have been mentioned in the “warnings”: the objective of the operation; any uncertainties on the going concern assumption, associated with the issuer's economic, financial and operational situation and capital; the characteristics of the financial product proposed, presenting any complexities and illiquidity risks in it, which could affect the recovery of the investment.

From the graphical-stylistic point of view the text of the “warnings” must be published very evidently, in the page immediately after the cover of the prospectus, in easily legible characters, in a discursive style, avoiding as much as possible acronyms and tables. The “warnings” must provide a complete disclosure, although a brief one, such as to enable an autonomous reading of the text, without prejudice to the need to read the entire prospectus and the section dedicated to the “risk factors”.

The Recommendation on the “warnings for investors” follows the one of this past 18 October on the subject of “Distribution of financial instruments through a multilateral trading facility”. With this CONSOB has issued two of the three Recommendations placed in consultation on 9 May of this year.

The third, that on “Guiding principles on the key information to be provided to retail customers
in the distribution of financial products”, is still being examined. The assessment will take into account the developments in a European context of the community directive on Packaged Retail Investment and Insurance-based Investment Products (PRIIPS), in order to ensure full consistency among the regulatory initiatives taken at the national level and the European legislation being defined.


TRANSPARENCY II: CONSOB APPROVES THE REGULATORY CHANGES ON INTERIM MANAGEMENT STATEMENTS (ADDITIONAL PERIODICAL FINANCIAL INFORMATION)

Approval has been given for the changes to the regulations for issuers on the subject of interim management statements, the accounting documents which since 2007, with entry into force of the first European Transparency Directive, have taken the place of quarterly reports.

The regulatory changes are the finishing point of a legislative process that began this past February with transposition (through Italian Legislative Decree no. 25 of 15/2/2016) of the Transparency II Directive (2013/50/EU), which abrogated the obligation to publish interim management statements. The directive, however, left EU member countries the right to reintroduce additional periodical information with respect to the annual and half-yearly financial reports, although only on certain conditions and after an analysis of the regulatory impact as regards costs and benefits. Starting from this past spring CONSOB therefore carried out two consultations with the financial market.

At the end of the last consultation completed this past September and taking into account the observations of the market, CONSOB introduced the new article 82-ter of the regulations for issuers.

On the basis of this provision, listed companies have the right to choose whether or not to publish the additional periodical financial information. If they choose, on a voluntary basis, to publish it, companies must communicate their choice to the market, specifying the elements of information that they intend to provide, so that the decisions adopted are clear and stable over time. Any decision to cease publication must be justified and made public, entering into effect from the start of the following financial year.

The new provisions apply starting from 2 January 2017, so as to enable companies to comply with the new regulations.

The report illustrating the results of the consultation and Resolution no. 19770 of 26 October 2016 are available on the website www.consob.it in the section “CONSOB and its activities/Regulation/Consultations completed”.


THE COMMISSIONER PAOLO TROIANO LEAVES THE POSITION. HE WILL RETURN TO THE COUNCIL OF STATE

The Councillor of State, Paolo Troiano, has resigned from the position of CONSOB commissioner. His resignation was accepted by the Commission this past 3 November.

Troiano, who has been in office as commissioner since 3 January 2011, said the reasons for his resignation were personal and related to his wish to resume his activity as an administrative magistrate. His mandate in CONSOB would have expired on 14 December 2017.

The Commissioner expressed his sincere thanks to all members of the Board, and to the managers and personnel of CONSOB for the collaboration provided over these years. The Commission, in its turn, expressed appreciation for the work done by Councillor Troiano, in particular for the great technical and legal contribution that he has provided.


TAKEOVER BID LAUNCHED BY FGPA SRL ON ALERION CLEAN POWER SPA SHARES: CONSOB APPROVES THE SUPPLEMENT TO THE OFFER DOCUMENT

Approval has been given for the supplement to the document regarding the partial voluntary takeover bid launched by FGPA SRL, under the terms of Articles 102 et seq. of Italian Legislative Decree No. 58/1998 (CLF), for Alerion Clean Power SpA shares (resolution no. 19773 of 03 November 2016).

The Commission, with resolution no. 19743 of 29 September 2016, had approved the document related to the partial voluntary takeover bid (“FGPA bid”) launched, under the terms of Articles 102 et seq. of the CLF, by FGPA SRL - a vehicle controlled by Fri-El Green Power SpA – on 13,030,123 ordinary shares issued by Alerion Clean Power SpA, equivalent to 29.9% of the related share capital, at a price of € 1.90 per share (see “CONSOB Informs” no. 37/2016) . The subscription period, which began this past 11 October, should have ended on 11 November 2016, unless extended.

Currently the full voluntary takeover bid launched by Eolo Energia SRL – a vehicle controlled by Edison and part of the EDF group – is also in progress. This bid is competitive with respect to the FGPA bid and regards all the shares issued by the same Alerion, at a price of € 2.46 per share, aimed at delisting the issue. The document related to the Eolo bid - approved by the Commission with resolution no. 19769 of 26 October 2016 (see “CONSOB Informs” no. 41/2016) - was published this past 28 October; the related subscription period began on 31 October 2016 and will end, unless extended, on 02 December 2016.

On 28 October 2016 FGPA communicated an increase in the bid price from € 1.90 to € 2.60 and the intention to align the acceptance period of its bid to the subscription period of the Eolo bid – with closure on 02 December 2016.

On the same date, FGPA communicated that it had purchased 11,054,247 Alerion shares outside of the market, equivalent to 25.27% of the share capital at a price of € 2.60 per share, with settlement of the transaction on 01 November 2016.

The supplement acknowledges the Eolo bid, from which derives application of Art. 44 of the regulations for issuers (“Competing offers”) and makes known the changes made to the bid. In particular the supplement presents:

(i) the increase in the bid price, from € 1.90 to € 2.60 for each Alerion share;

(ii) the alignment of the acceptance period of the bid, under the terms of Art. 44, Paragraph 5, of the regulations for issuers, to the subscription period of the Eolo bid with closure on 02 December 2016 and payment date 20 December 2016;

(iii) the purchase out of the market by the bidder of 11,054,247 Alerion shares, equivalent to 25.37% of the issuer's share capital, at a unit price of € 2.60 per share, already announced to the market on 28 October 2016 (at the bid launch date FGPA did not hold any Alerion shares).

The following elements were then highlighted: a) the reduction in the maximum number of shares involved in the bid from 13,030,123 Alerion ordinary shares, representing 29.9% of the share capital, to 1,975,876 Alerion shares, corresponding to 4.53% of the said capital; b) the total maximum outlay, which went from € 24,757,233.70 to € 5,137,277.60;

(iv) the fulfilment of the condition on the minimum level of acceptances - set at 14% of the share capital - to which the effectiveness of the bid was subordinated;

(v) the remodulation of the reasons for the bid and of the bidder's future plans, in the light of the competing bid launched by Eolo and in consideration of any completion of the same;

(vi) the bidder's intention to request as soon as possible, under the terms of Art. 2367 of the Italian Civil Code, the calling of an ordinary shareholders' meeting of Alerion with on the agenda the proposal to revoke the BoD currently in office and to appoint new directors;

(vii) the changes that have occurred in the issuer's shareholdings as a result of the aforementioned purchases of 28 October 2016.


SNAM SPA - ITALGAS SPA DEMERGER: JUDGEMENT OF EQUIVALENCE ON THE INFORMATION DOCUMENT ISSUED

CONSOB has issued the judgement of equivalence of the information contained in the disclosure document in relation to the partial and proportional demerger of Snam SpA in favour of Italgas SpA.

The judgement of equivalence exempts the companies from the obligation to publish the listing prospectus for the Italgas ordinary shares to be admitted to listing on the Mercato Telematico Azionario (MTA).

Article 57, paragraph 1, letter d) of the regulations for issuers effectively establishes an exemption from the obligation to publish a prospectus, as long as “a document containing information considered by CONSOB as equivalent to that of the prospectus, considering the requirements of European Community legislation” is made available.


ASTM SPA SHARES LISTING: CONSOB APPROVES THE PROSPECTUS

Approval has been given for the prospectus on the admission to trading on the Mercato Telematico Azionario (MTA market) of ordinary shares in ASTM SpA.

The issuer, the holding of the ASTM group, operates through its subsidiaries in the motorway sector - in which it is the second operator at the national level after the Atlantia group, managing 21.2% of the network in concession - and in the sectors: (i) of “construction and engineering”, in which it performs mainly maintenance and expansion activities regarding the motorway infrastructures in concession; (ii) “technological”, in which it performs activities in the area of telecommunications, data transmission and advanced traffic data management systems; (iii) car parks.

At the date of the prospectus, ASTM is subject to the activity of management and coordination of Argo Finanziaria SpA, in its turn wholly controlled by Aurelia SRL.

The listing regards 10,998,600 ASTM shares, with no face value and with the same rights as the ordinary shares already outstanding, deriving from the paid capital increase and with exclusion of the option right, for a total amount of approximately € 128 million (of which approximately 122.5 million as a premium). Increase performed by contribution by Argo Finanziaria SpA and by its subsidiary Codelfa SpA of the equity interests held in Itinera SpA (a company operating in the construction sector), representing a total of 53.35% of the said company's share capital (capital increase).

As a result of the above contribution, which took effect on 01 July 2016, ASTM holds – at the date of the prospectus - a stake equivalent to the entire share capital of Itinera SpA, with the exception of only one share held by Sea – Segnaletica Stradale SpA.

In addition, the “Risk Factors” chapter of the prospectus includes items of information for the investor regarding the issuer and the group, the sector in which the issuer and group operate and the financial instruments involved in the admission to listing.


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 the 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.


SEMINAR ON RULES AND FINANCIAL MARKETS IN MEMORY OF GIUSEPPE ZADRA, 08 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.


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

You are reminded that on 14 November 2016 at 14.00, at Consob's Auditorium in Rome, Via C. Monteverdi no. 35, an open hearing will be held, during which the reference document with the financial market on the changes to its regulations for issuers and markets will be presented. These changes are necessary to ensure that the national second-level regulations comply with the new European rules on market abuse, in force since this past 03 July with the EU Market Abuse regulation (MAR 596/2014) and the related delegated acts. 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 interventions); 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.


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

  • Recommendation containing guidelines on the subject of including and writing the paragraph “warnings for the investor” in prospectuses for public offering and/or admission to trading of financial instruments (Recommendation no. 0096857 of 28 October 2016).

  • Approval has been given for the regulatory changes on interim management statements (additional periodical financial information) (resolution no. 19770 of 26 October 2016).

Takeover bids and exchange offers

  • Approval has been given for the supplement to the document regarding the partial voluntary takeover bid launched by FGPA SRL, under the terms of Articles 102 et seq. of Italian Legislative Decree No. 58/1998 for Alerion Clean Power SpA shares (resolution no. 19773 of 03 November 2016).

Prospectuses

  • Approval has been given for the prospectus in relation to the admission to trading on the MTA of ordinary shares in ASTM SpA (decision of 03 November 2016).

  • The judgement of equivalence of the information contained in the disclosure document has been issued in relation to the partial and proportional demerger of Snam SpA in favour of Italgas SpA. (decision of 03 November 2016)

  • Approval has been given for the registration document and the supplement to the base prospectuses concerning the programmes of public offering and/or admission to listing of bonds issued by Mediobanca – Banca di Credito Finanziario SpA (decision of 04 November 2016).

  • Approval has been given for the base prospectus concerning the programme of public offering and/or listing of bonds issued by Banco Popolare - Società Cooperativa (decision of 03 November 2016).

  • Approval has been given for the base prospectus concerning the programme of public offering and/or listing of certificates issued by Aletti & C. Banca di Investimento Mobiliare SpA (decision of 03 November 2016).

  • Approval has been given for the 2nd supplement to the base prospectus in relation to the public offering program of bonds issued by Cassa di Risparmio di Cesena SpA (decision of 04 November 2016).

Registers and lists

  • Authorisation has been revoked for Azimut Consulenza SIM SpA to provide services of “placement without firm commitment or standing commitment with regards to the issuer”, receipt and transmission of investment consulting orders pursuant to Art. 1, paragraph 5, letters c-bis), e) and f) of Italian Legislative Decree no. 58 of 24 February 1998, with the consequent cancellation of said company from the Register pursuant to Art. 20, paragraph 1 of the same decree (resolution no. 19772 of 03 November 2016).

  • Alessandra Abolafio has been removed from the single register of financial consultants (resolution no. 19724 of 14 September 2016).

  • Roberto Boschi has been suspended for four months as a disciplinary measure from the single register of financial consultants (resolution no. 19652 of 01 July 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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