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Weekly newsletter - year XXII - No. 44 - 21 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 Nemesis Capital Limited and Nemesis Capital Bg Limited are not authorised to provide investment services or carry out activities in Italy in any way and, therefore not even through the website www.alfatrade.com.

Other communications for investor protection

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OTHER COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Hong Kong (Securities and Futures Commission - SFC), Belgium (Financial Services and Markets Authority - FSMA) and Uruguay (Banco Central del Uruguay - BCU) report the companies and the websites that are offering investment and financial services without the required authorisation.

Reported by the FCA:

  • Uk Loans, clone of the authorised company Monevo Limited (www.ukloans.co.uk), with head office in Oxford (reference no. 723672);

  • Scorpion Loans, with registered head office in London, clone of the authorised company Hellcat Media (www.scorpionloans.co.uk), with head office in Devon (reference no. 729043);

Reported by the SFC:

  • Peterson Group (www.thepetersongroup.com), with registered head office in Indonesia;

  • Kaplan Asset Management (www.kaplanassetmanagement.com), with registered head office in Hong Kong;

  • HC Capital Trust (www.hccapitaltrust.com), with registered head office in Hong Kong.

Reported by the FSMA:

  • Carmann, Reed, Edwards Associates Lawyers / Tunner Grant & Associates / Carmann Consultancy Services;

  • Dodson Norwood / Kimball Group International Limited / PVSS Holdings Limited;

  • Ephraim Global / Boltin Limited / Hamberg Limited;

  • Frank Bossuyt & Partners, (clone of an authorised company);

  • Hasegawa Financial Holdings / Elantra Limited / JEC Investment Limited / United Equity Clearing Limited;

  • ICSID (International Centre for Settlement of Investment Disputes);

  • Newton Invest / Jh Trading / Rt Trading / Gs Info;

  • Oshiro Associates;

  • Parkwell & Company Inc.;

  • Shaw, Edwards, Emmerson & Knight;

  • Waldmann Asset Management / Cardan Limited / Cedan Limited / Grandwic Limited / Leston Limited / Manrich Limited / Mutual Hope Limited / Oxred Limited / Tricorp Limited;

  • Wallace Associated Inc.

Reported by the BCU:

  • Helius Investments Consultants Sa.

CONSOB RISK OUTLOOK NO. 12

Risk Outlook no. 12 highlights a reverse in the trend for the dynamics of credit quality of the leading European banks. In particular, at the end of the first half of 2016, and for the first time in recent years, gross stress on Italian banks has fallen compared to the past; the effect of stress on the total of credit, however, remains high, although the coverage ratio is among the highest in Europe.

The leading Italian credit institutes also show levels of adequacy of assets in line with their leading European competitors.

In view of these signs of improvement, the Italian banks continue to be characterised by a misalignment between share prices and basic values, as well as for the highest listings of Credit Default Swaps on the European level; this probably being due to the high effect of stress and Country-risk associated with them.

Exposure of the Italian credit institutes to domestic government borrowing, which has been partly reduced after the introduction of quantitative easing by the ECB, remains higher than what was seen prior to the sovereign debt crisis.

As far as the largest European non-financial companies are concerned, there is still high vulnerability, which is also due to the modest economic recovery.

In terms of revenue, a growing number of Italian, French and German companies have reported variations in revenue below the ten-year average, while around 20 per cent of a sample of English companies have recorded a net loss.

In terms of finance, in the first half of 2016 there remains a significant number of companies showing a high level of leverage and low capability for repayment of net debts compared to past levels.

CONSOB – CATTOLICA SEMINARS ON BANKING AND FINANCE: SECOND MEETING OF THE 2016-2017 ACADEMIC YEAR

The cycle of meetings on banking and finance, organised by CONSOB jointly with the università Cattolica del Sacro Cuore, Department of economic science and business management, continues this week.

The second meeting of the 2016-17 academic year will be held on Wednesday 23 November 2016 from 11.30 in Classroom 100 of the università Cattolica, entrance at Via Necchi 9, Milan. This seminar, held by Florian Heider (European Central Bank) on the topic of "Life below zero: bank lending under negative policy rates) deals with the impact of negative policy interest rates on bank loans.

Attendance is free. For information: www.unicatt.it/segesta, dip.segesta@unicatt.itm, telephone: 0272342467.


CHAIRMAN VEGAS ATTENDS 1ST CONSOB-UNIVERSITY OF GENOA SEMINAR

The CONSOB Chairman, Giuseppe Vegas, attended the session of the 1st CONSOB-University of Genoa Seminar, on the prospects of the Italian financial market, held on 15 November. The Chairman drew special attention to the issues of immediate importance concerning the domestic and international financial system.

He also underlined the Institute’s commitment to dissemination of financial education and to protection for savers and investors.

Apart from the cooperation with Genoa, CONSOB also has other ongoing framework agreements with major Italian Universities, to encourage research in the subjects of economics, law and financial education.


COORDINATION BOARD WITH BANK OF ITALY, CONSOB AND IVASS ON THE IMPLEMENTATION OF IAS/IFRS: ACCOUNTING TREATMENT OF DEFAULT INTEREST IN ACCORDANCE WITH ITALIAN LEGISLATIVE DECREE NO. 231/2002 ON NON-PERFORMING LOANS ACQUIRED WITH FINAL TITLE

The “Coordination board between Bank of Italy, CONSOB and IVASS on the implementation of IAS/IFRS” has prepared a document, addressed to subjects supervised by the authorities, with regard to accounting treatment of default interest on non-performing loans acquired with final title (Italian Legislative Decree no. 231/2002).

The document is addressed to all issuers obliged to implement international accountancy principles, irrespective of the operating sector of their business (industrial, banking and others). However, it is of specific interest to banks and other financial intermediaries that are involved in credit factoring.

The document was drafted within the agreement on accounting between Bank of Italy, CONSOB and IVASS with the aim of providing clarifications required to overcome some uncertainties of implementation and ensure homogeneous behaviour on the part of the operators.

The full text of the document is available from www.bancaditalia.it, www.consob.it and www.ivass.it.


ANSALDO SHARE PURCHASES MADE BY HITACHI RAIL ITALY INVESTMENTS SRL SUBSEQUENTLY TO THE MANDATORY TAKEOVER BID: REPLY TO QUERY

The Commission has clarified, in reply to this query, that the purchase of Ansaldo Sts Spa shares by Hitachi Rail Italy Investments Srl and/or further purchases that may be made in future, subsequently to closing of the takeover bid launched by the said Hitachi, pursuant to Article 106, paragraph 1-bis of the Consolidated Law on Finance, of the whole of the Ansaldo shares, will not give rise to any obligation on Hitachi to make a consolidation takeover bid. That is so because the regulations for a consolidation takeover bid cease to apply when the shares held by the controlling party are equal to at least 45%+1 of the share capital of the target company, in the absence of purchases made in the prior 12 months which may be considered significant (Communication no. 0101125/16 of 11 November 2016).

In this particular case Hitachi, on 2 November 2015, purchased 40.07% of the capital of Ansaldo from Finmeccanica Spa, on the following 4 November it launched a mandatory takeover bid for the whole of the shares issued by Ansaldo and, through the shares purchased as part of the takeover bid, it became the holder of 46.48% of the capital of Ansaldo; on 23 March 2016, subsequently to the payment date for the takeover bid (21 March 2016), Hitachi purchased Ansaldo shares, equal to an overall 4.29% of the capital, at a price of Euro 10.50 per share, and thus obtained more than 50% of the capital of Ansaldo. Since it had not made further purchases other than those of 23 March 2016, and since it therefore had not exceeded the threshold of 5% under Article 106, paragraph 3, letter b, of the Consolidated Law on Finance, Hitachi asked CONSOB for an opinion on the applicability of the obligation to make a consolidation takeover bid, in view of the purchases already made and any further purchases of Ansaldo shares.

In this respect, it should be pointed out that the standard provisions for application of a consolidation takeover bid are:

- the presence of a subject who individually or jointly with other subjects holds a share of between 30% and 50% of the capital of a listed company;

- carrying out on the part of that subject of purchases, either direct or indirect, amounting to more than 5% of the capital of the said company, or the achievement of a majority of voting rights owned by him to an amount exceeding that threshold, in a period of time of less than 12 months.

The CONSOB guidelines regarding consolidation takeover bids (Communications Dem/2042919 of 14 June 2002; Dem/11016918 of 4 March 2011; Dcg/0080574 of 15 October 2015), also subsequently reconfirmed on the raising of the threshold from 3% to 5%, envisage that “anyone who can exceed the threshold of 50% of voting rights with an increase of less than 3% shall not have to consider themselves subject to any obligation to make a consolidation takeover bid”. In the case in question, the only purchases considered significant were those made by Hitachi on 23 March 2016, after closure of the takeover bid, when it was already the owner of a percentage share equal to 46.48% of the capital of Ansaldo, since the shares purchased during the takeover bid were purchased in performance of a normative obligation, in accordance with Article. 106, paragraph 1- bis of the Consolidated Law on Finance, within the bidding procedure in which all shareholders could have sold on an equal level and therefore cannot be calculated for the purposes of reaching the threshold for the consolidation takeover bid.

Since Hitachi reached a holding with the right of control of Ansaldo, with a share equal to 50.77% of the capital, through purchases made subsequently to the date of payment for shares conferred in the takeover bid, the purchases made on 23 March 2016 and any further future purchases which Hitachi might make in the 12 months subsequent to the said date of payment will not give rise to any obligation on Hitachi to make a consolidation takeover bid.


MEMO: 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).


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 wealth 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 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 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 confirmed for 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 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.


- 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

  • Accounting treatment of default interest in accordance with Italian Legislative Decree No. 231/2002 on non-performing loans acquired with final title (CONSOB/Bank of Italy/IVASS document of 9 November 2016).

Takeover bids and exchange offers

  • Purchases of Ansaldo shares made by Hitachi Rail Italy Investments Srl subsequently to the mandatory takeover bid: reply to query concerning obligation of consolidation takeover bid (communication no. 0101125 of 11 November 2016).

Prospectuses

  • Approval has been given for the base prospectus concerning the programme of public offering of bonds issued by Banca Popolare di Spoleto Spa (decision of 17 November 2016).

  • Approval has been given for the base prospectus concerning the programme of public offering and/or listing of certificates issued by Banca Imi Spa (Decision of 17 November 2016).

Registers and lists

  • Euclidea Sim Spa, with head office in Milan, registered in the roll pursuant to Art. 20, paragraph 1, of
    Italian Legislative Decree No. 58 of 24 February 1998. The Company is authorised to provide the investment service pursuant to Art. 1, paragraph 5 of Italian Legislative Decree No. 58 of 24 February 1998, letter: d) portfolio management. Authorisation to provide the said service is issued with the following operational limits: “including holding, even on a temporary basis, cash and cash equivalents or financial instruments of customers and with assumption of risk by the Company” (resolution no. 19779 of 17 November 2016).

  • As a disciplinary measure Francesco Sanzeri has been suspended from the single register of financial consultants for three months (resolution no. 19734 of 22 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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