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Weekly newsletter - year XXII - No. 43 - 14 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 -

CONSOB COMMUNICATION FOR INVESTOR PROTECTION

The National Commission for Companies and the Stock Exchange reports that the companies Piortello Ltd and Go24Invest are not authorised to provide investment services in Italy in any way.


OTHER COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority – FCA), Ireland (Central Bank of Ireland), the Netherlands (Netherlands Authority for the Financial Markets - AFM), Luxembourg (Commision de Surveillance du Secteur Financier, - CSSF), Hong Kong (Securities and Futures Commission – SFC), Ontario (Ontario Securities Commission – OSC), 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:

  • My Money Solutions.

Reported by the Central Bank of Ireland:

  • Ono Ventures (Japan).

Reported by the AFM:

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

Reported by the CSSF:

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

Reported by the SFC:

  • Dashan International (www.dashaninternational.com), with declared headquarters in Hong Kong;
  • Huaxin Financial Holdings Limited (www.hxjrzj.com), with declared headquarters in Hong Kong;

  • Intergrated Hui Tong Trading Co Ltd (www.hkzjjr.com), with declared headquarters in Hong Kong;

  • Cressida Limited (www.cressidaltd.com), with declared headquarters in Hong Kong.

Reported by the OSC:

  • Service Global 52 Ltd (www.b4binary.com);

  • SG 55 Ltd (www.b4binary.com).

Reported by the BCSC:

  • Millionaires Blueprint (www.millionaires-blueprint.co).

* * *

The supervisory authority of France (Autorité Des Marches Financiere – AMF) reports that the company Blue Stone Ltd, with declared headquarters in London, is offering French citizens investment in diamonds also through eight websites (www.diamoneo.com; www.diamondthrust.com; www.boursodiamants.com; www.gemoneo.com; www.investissementdiamant.com; www.diamonig.com; www.ruedudiamant.com; www.diamonds-exchanges.com) emphasising its high financial returns without mentioning its risks. In this regard the AMF, taking into account the uncertainty about the nature of the activity carried out by Blue Stone Ltd, warns investors about such investments.


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

You are reminded that today, 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 CONSOB's 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.


DEMAND FOR FINANCIAL ADVICE IN ITALY: ON 6 DECEMBER, A CONSOB – CASMEF LUISS AND MINERVA BANCARIA JOURNAL SEMINAR

CONSOB, in collaboration with the CASMEF – LUISS (Arcelli Centre for Monetary and Financial Studies of the LUISS University in Rome) and the Minerva Bancaria journal, is organising a seminar dedicated to “Demand for financial advice in Italy: determinants and prospects for development”.

The seminar will be held on Tuesday 06 December at 17.00, in the Toti lecture hall of the LUISS, at Viale Romania 32, Rome.
Giorgio di Giorgio (LUISS) and Anna Genovese (CONSOB Commissioner) will open the session. This will be followed by the presentation of CONSOB Quaderno di finanza (Finance Journal) no. 83 entitled “Demand for Advice, Financial Knowledge and Overconfidence. The Italian case” and a debate, in which representatives of industry and the academic world will take part.

Attendance is free of charge but booking online is appreciated using the SIPE form (https://www.sai.consob.it/web/sai/seminari).


MANDATORY TAKEOVER BID ON MOLESKINE SPA SHARES: CONSOB APPROVES THE OFFER DOCUMENT

CONSOB has approved the full take-over bid launched by Dm Invest SRL, under the terms and for the purposes of Articles 102 and 106, paragraph 1, of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance - CLF), on ordinary shares issued by Moleskine SpA (resolution no. 19777 of 09 November 2016).

The bidder's purpose is to acquire the issuer's entire share capital and achieve the delisting of the Moleskine shares. The obligation to launch the bid is a consequence of the completion, on 06 October 2016, of the acquisition by Dm Invest SRL of the stake in the issuer's capital held by Appunti Sàrl and Pentavest Sàrl, representing approximately 40.97%of the share capital (87,041,455 shares). The acquisition occurred executing the contract for the sale of Moleskine shares signed on 22 September 2016 by SA D’Ieteren NV (a company whose shares are listed on the Euronext in Brussels, which wholly controls the bidder through D Participation Management SA) and Appunti and Syntegra Capital Investors Ltd (liquidator of Appunti) and Pentavest. The acquisition of the Moleskine shares occurred at a unit price per share of 2.40 euro.

The bid regards a maximum of 125,461,250 ordinary shares of the issuer, equivalent to 59.04%of the share capital, as well as a maximum of 5,648,637 newly-issued shares which could be issued by Moleskine, on the basis of a capital increase, in the event that, within the acceptance period, all the 2013-2017 stock options assigned by Moleskine are exercised. In this case, the shares involved in the bid would represent 60.10% of the share capital.

The issuer holds a total of 3,894,910 treasury shares (equal to approximately 1.83% of the share capital).

The price offered is 2.40 euro per share. The maximum outlay will be 314,663,728.80 euro in the event of full acceptance of the bid by all shareholders (including holders of any new shares issued in the case of timely exercise of all the 2013-2017 stock options).

The bid acceptance period starts on 14 November and ends on 02 December 2016, unless extended. The price will be paid on the fifth stock market trading day after the end of the acceptance period, that is 09 December 2016.

The bid is subject to the regulations on the re-opening of the terms and the opinion of the independent directors. The possible reopening of the terms will take place on 12, 13, 14 15 and 16 December 2016 and the related payment will take place on the fifth stock market trading day following the close of the reopening period of the terms, or 23 December 2016.

The bidder has stated that:

(i) if, as a result of the bid, it ends up with a stake of more than 90% but less than 95% of the issuer'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 CLF;

(ii) if, as a result of the bid, it comes to hold a stake of at least 95% of the issuer's share capital, it will fulfil the obligation to purchase pursuant to Art. 108, Paragraph 1 of the CLF, and will exercise the right to purchase pursuant to Art. 111 of the CLF.

If delisting is not achieved at the conclusion of the bid, the bidder has stated that, taking into account, among other things, the final stake achieved in the issuer as a result of the bid, it will assess the opportunity of proceeding to the merger of Moleskine into the bidder or into another non-listed company of the D’Ieteren group, with consequent delisting of the issuer.

According to the statements in the bid document, the bidder will cover the maximum outlay for purchase of the shares involved in the offer, making use of a combination of an intra-group loan and a loan disbursed by a pool of lending banks.

The communication pursuant to Art. 103, Paragraph 3, CLF and Art. 39 of the regulations for issuers, is published together with the bid document.


MEMO: 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 06 December.

All the details are below.

  • Sovereign funds and financial markets: Milan, Wednesday 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 in collaboration with Borsa Italiana, 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 04 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 06 December 2016, from 9:00 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 03 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.


APPOINTMENTS AT CONSOB

The Commission has resolved, with effect from 01 November 2016 and up to 31 January 2017:

- to appoint as temporary manager of the AMC and UCITS Supervision Office, coordinated within the Intermediaries Division, Tiziana Togna, manager of the Intermediaries Division (resolution no. 19775 of 03 November 2016);

to extend the appointment as temporary manager of the Market Supervisory Processes Automation and Integration Office, coordinated within the Markets Division, of Maria Antonietta Scopelliti, manager of the Markets Division, who already held the post (resolution no. 19776 of 03 November 2016).


- 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) 

Takeover bids and exchange offers

  • Approval has been given for the document concerning the full mandatory takeover bid launched by Dm Invest SRL, under the terms and for the purposes of Articles 102 and 106, paragraph 1, of Italian Legislative Decree no. 58/1998 (CLF), on ordinary shares issued by Moleskine SpA (resolution no. 19777 of 09 November 2016).

Prospectuses

  • Approval has been given for the base prospectus and the supplement to the registration document and to the base prospectus concerning the public offering programme of bonds issued by Credito Cooperativo Ravennate e Imolese SC (decision of 11 November 2016).

  • Approval has been given for the base prospectus concerning the public offering programme of bonds issued by Banca Di Cherasco Credito Cooperativo SC (decision of 11 November 2016).

Registers and lists

  • Serena Emilia Serra has been removed from the single register of financial advisers (resolution no. 19752 of 05 October 2016).

  • Daniele Mancurti has been suspended for sixty days, as a precautionary measure, from exercising the activity of financial adviser authorised to make out-of-office offers (resolution no. 19742 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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