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Weekly newsletter - year XXII - No. 45 - 28 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 -

COMMUNICATION FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Austria (Financial Market Authority - Fma), Liechtenstein (Finanzmarktaufsicht – Fma Liechtenstein), Switzerland (Swiss Financial Market Supervisory Authority – Finma), Denmark (Danish Financial Supervisory Authority - Dfsa), Ireland (Central Bank of Ireland) and Hong Kong (Securities and Futures Commission - SFC) report the companies and the websites that are offering investment and financial services without the required authorisation.

Reported by the FCA:

  • M J Ansen (www.mj-ansen.com), with registered head office in Zurich, clone of the authorised company Michael Johannes Ansen (reference no. 487014);

  • Watkins Consultancy Ltd (www.watkinsconsultancyltd.com), with registered head office in New York;

Reported by the FMA:

  • Peter Müller (www.system-mueller.com);

  • Global Dynamic (www.gdi.money);

  • Questra World Ltd (www.questraworld.es).

Reported by the FMA Liechstenstein:

  • www.datafin1985.com, which has no connections with the authorised company Datafin International Anstalt (registration no. FL-0001.093.573-8).

Reported by the FINMA:

  • Banking Option (www.bankingoption.com).

Reported by the DFSA:

  • Bls Investments (www.blsinvestments.com), which has no connections with la Bls Capital Fondsmæglerselskab (www.blscapital.dk).

Reported by the Central Bank of Ireland:

  • Lawson Management Group Llc (USA).

Reported by the SFC:

  • Private Venture Capital Group;

  • First Venture Capital Group;

  • AMC International (HK) Limited;

  • Cathedral Core Service Limited Partnership.


BMPS BONDS TAKEOVER AND SHARE CAPITAL INCREASE CONSOB APPROVES THE TAKEOVER DOCUMENT AND THE PROSPECTUS

CONSOB has approved: i) the offer document for the voluntary takeover bid (Liability Management Exercise), launched, in pursuance with Articles. 102 et seq. of Italian Legislative Decree No. 58/1998 (the Consolidated Law on Finance), by Banca Monte dei Paschi di Siena (BMPS) SpA. for subordinated bonds issued by themselves or guaranteed with obligation to reinvest the cost in ordinary shares in the same bank (Resolution no. 19794 of 28 November 2016); (ii) the base prospectus in tripartite format (registration document, securities note and summary note) for the takeover and admission to trading of shares issued in connection with the LME bid.

The BMPS takeover involves subordinated bonds “Tier I Bonds” and “Tier II Bonds” issued or guaranteed by the bank itself and lies within the context of a wider and more complex operation aimed at finding a structural solution to the portfolio of non performing loans (NPL) and strengthening the assets of the BMPS group.

The BMPS share capital increase, by payment in cash, including divisible form, in one or more occasions and for single tranches, with the exclusion or limitation of option rights, was deliberated by the bank’s Shareholders’ Meeting on 24 November, for a maximum amount of 5 billion Euro, including any premium.

All the information regarding the operations can be found in the offer document and base prospectus which are published on the website www.consob.it.


MTS CORPORATE REGULATIONS: CONSOB APPROVES THE AMENDMENTS

CONSOB has approved the amendments to theregulations of the MTS Corporate regulated market, also following the opinion expressed by the Bank of Italy in pursuance of Article 63, section 3, of Italian Legislative Decree no. 58/98 (Consolidated Law on Finance). MTS Corporate is the regulated wholesale market for non-governmental bonds and securities issued by international organisations with State participation, organised and run by MTS SpA.

The amendments, approved by the board of MTS SpA on 28 September 2016 cover the following aspects:

a) the categories of subjects that can be admitted as operators in the repo agreement segment. The amendment is intended to allow access to the market as operators, on the conditions under Article 25, paragraph 2 of the Consolidated Law on Finance, also “joint-stock companies and equivalent foreign companies”;

b) repo agreements. The amendment is intended to specify the categories of financial instruments that may be traded in the two types of repo agreements traded on the market, i.e. “Classic repo” and “Buy sell back”.


CONSOB NOMINATES THE MEMBERS OF THE ARBITRATOR FOR FINANCIAL DISPUTES (ACF), OPERATIONAL FROM 09 JANUARY 2017

CONSOB nominated on 23 November all the members of the Arbitrator for financial disputes (AFC), the new body for out-of-court settlement of disputes between intermediaries and savers.

The Arbitrator, as provided for by Italian Legislative Decree no. 130 of 2015 in implementation of a Community Directive (2013/11/Ue), will be presided over by Gianpaolo Barbuzzi, a CONSOB manager, current head of the Administrative Division and previously head of the Administrative Sanctions Office. The board, the body at the head of the Arbitrator, is made up of five members. There are, apart from the Chairperson, four executive members, two of them appointed by CONSOB, one representing the National Council of Consumers and Users CNCU) and one proposed by the leading associations of the category of financial intermediaries.

The Commission also nominated the ten alternate members, six of them appointed by CONSOB, two reporting to CNCU and two to the intermediaries.

The following have been appointed executive members:

- Daniela Morgante and Marilena Rispoli Farina (CONSOB nominees);

- Giorgio Afferni (CNCU nominee);

- Giuseppe Guizzi (intermediaries’ nominee).

The following have been appointed alternate members:

- CONSOB nominees: Antonio Albanese, Maria Debora Braga, Michele De Mari, Raffaele Di Raimo, Federico Ferro-Luzzi, Luigi Salamone;

- CNCU nominees: Vincenzo Farina and Donato Patera;

- Financial intermediary nominees: Francesco De Santis and Raffaele Lener.

The appointments come into effect the coming 12 December. The Arbitrator will be fully operational as from Monday 9 January 2017. As from January, therefore, savers will be able to call on the new body.


BUSINESS JUDGEMENT RULE AND FINANCIAL MARKETS: NEW CONSOB LEGAL JOURNAL PUBLISHED

CONSOB Legal Journal no. 11 has been published under the title of “Business judgement rule and financial markets. Economic efficiency and investor protection”.

The study deals with the limits and criteria to be applied in scrutinising the merits of the choices made by administrators of joint-stock companies from a legal viewpoint, making a comparison between the legal rule used in the United States (the business judgement rule “BJR”) and the regulations developed within the European civil law countries, especially Italy.

First of all the work analyses the content of the BJR, as revealed in American law, which underlines the existence of standards and rules taking account of the delicate trade off between the need not to discourage risky investments that might have positive effects on economic growth and the need to ensure adequate investor protection through effective legal remedies.

This is followed by a brief analysis of the historical development of the discipline of responsibility of administrators in continental Europe, down to analysis of current standards in Italy in their real form, resulting from civil law experience.

Lastly, the work moves on to examine the limits and purposes of scrutinising the management choices of the administrators of supervised companies (listed companies, intermediaries and companies managing markets) by the Supervisory Authority of financial markets.

It shows how supervision of the transparency of information and the correctness of behaviour is achieved using the same criteria, methods and approaches in civil law as in the BJR; that is, especially in areas where the choices made by administrators have to be assessed (referring in particular to the adequacy of organisational and procedural setups and the reasonableness of the theories behind provisional information and certain accounting items)

The work then shows how a number of European countries have recently introduced the BJR to their legal systems (whereas in Italy only the innovative discipline of related-party transactions comes close to this rule) before finishing by highlighting the potential benefits that could also be enjoyed by our legal system from the introduction of the primary standard of the BJR (taking advantage of the results achieved by the jurisprudence of the Court of Cassation and widely shared by doctrine), both in terms of guarantee of greater certainty of the law and as a more effective reference marker for the enforcement activity of the Supervisory Authority on the financial markets.

Important spin-off could fall on the efficiency and growth of the economy, since it would encourage investments in innovative and highly risky sectors and, at the same time, it might lead to lasting reduction of disputes, both in civil and administrative areas.


ELECTION OF THE ADMINISTRATIVE AND AUDITING BODIES OF I GRANDI VIAGGI SPA

In accordance with Art. 144-septies, paragraph 1, of the issuers' regulations, the Commission has identified 2.5% of the share capital as the minimum investment for the presentation of candidate lists for the election of the administrative and auditing bodies of the listed company I Grandi Viaggi SpA, whose financial year closed on 31 October 2016 (Resolution No. 19789 of 23 November 2016).

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


THE CONSOB COMMISSIONER, PROFESSOR GENOVESE SPEAKS AT HEARING

On 22 November Professor Anna Genovese, CONSOB commissioner, spoke in a hearing of the Parliamentary Commission for Simplification, as part of a fact-finding investigation into simplification and transparency in relations with users in the segments of finance, banking and insurance.

The text of the report is available on CONSOB's website in the section “CONSOB and its activities/Communications/Hearings”.


APPOINTMENTS AT CONSOB

The Commission, with Resolutions Nos. 19784 and 19785 of 23 November 2016):

- appointed Adriana Rossetti as manager of the Regulatory Strategies Division. Rossetti has also been given the interim post, until 31 January 2017 of head of the Regulations Office, coordinated in the same Division; this being due to the premature loss of the previous head, Paola Bartola;

- appointed, as from 1 December 2016, Vincenzo Cimino as head of the Technical Secretarial Office of the Arbitrator for Financial Disputes (ACF);

- appointed, as from 1 December 2016, Enea Franza as head of the Consumer Protection Office, coordinated within the Consumer Protection Division. Franza will also continue to hold ad interim the post of head of the Secretariat of the Conciliation and Arbitration Chamber, for carrying out the procedures for conciliation and arbitration started from now on in the Chamber but not concluded prior to the starting date of operations of the Arbitrator for financial disputes (9 January 2017).


MEMO: DEMAND FOR FINANCIAL ADVICE IN ITALY: ON 6 DECEMBER A CONSOB – CASMEF LUISS - MINERVA BANCARIA SEMINAR IN ROME

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 6 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.

Some helpful details are given 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 09:00 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 similar 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 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 confirmed for Rome, Tuesday 06 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.


CONSOB-CATTOLICA SEMINARS ON BANKING AND FINANCE: SECOND MEETING OF THE YEAR 2016-17

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 2016-2017 academic year, originally due to be held on 23 November, will now instead be held on Wednesday 25 January 2017 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: +39 0272342467.


- 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

  • Nomination of members of the Arbitrator for financial disputes and start of operations of the ACF (Resolutions nos. 19782 and 19783 of 23 November 2016).

Takeover bids and exchange offers

  • CONSOB has approved: i) the offer document for the voluntary takeover bid (Liability Management Exercise), launched, in pursuance with Articles. 102 et seq. of Italian Legislative Decree No. 58/1998 (the Consolidated Law on Finance), by Banca Monte dei Paschi di Siena (BMPS) SpA. for subordinated bonds issued by themselves or guaranteed with obligation to reinvest the cost in ordinary shares in the same bank (Resolution no. 19794 of 28 November 2016); (ii) the base prospectus in tripartite format (registration document, securities note and summary note) for the takeover and admission to trading of shares issued in connection with the LME bid. (Decision of xx November 2016).

Listed Issuers

  • On the basis of the provisions of Arts. 144-ter et seq. of the Issuers' Regulations, the Commission published the minimum equity interest for the presentation of lists of candidates for the election of boards of directors and statutory auditors of the company I Grandi Viaggi spa(resolution no. 19789 of 23 November 2016).

Markets

  • Approval has been given for the amendments to the regulations of the “MTS Corporate” regulated market (Resolution no. 19792 of 25 November 2016).

Prospectuses

  • Approval has been given for the supplement to the registration document and the supplement to the base prospectus concerning the programme of public offering and/or listing of bonds issued by Banca Carige SpA (Decision of 21 November 2016).

  • Approval has been given for the supplement to the base prospectus concerning the programme of public offering of bonds issued by Intesa SanPaolo SpA (Decision of 23 November 2016).

  • Approval has been given for the supplement to the base prospectus of the programme of public offering and/or listing of bonds issued by Banca Imi SpA (Decision of 23 November 2016).

  • Approval has been given for the supplement to the registration document and the supplements to the base prospectuses concerning the programme of public offering of bonds issued by Cassa di Risparmio di Asti SpA (Decision of 23 November 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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