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Weekly newsletter - year XXII - No. 47 - 12 December 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

CONSOB (the National Commission for Companies and the Stock Exchange) has adopted (under the terms of Art. 99, paragraph 1, lett. d), of the CLF) a measure prohibiting the offering to the public resident in Italy made by the company Recyclix SP. Z.O.O., regarding investments of a financial nature promoted also through the website www.recyclix.com (Resolution no. 19799 of 6 December 2016). This is because the offering was made in breach of artt. 94 et seq. of Italian Legislative Decree no. 58/1998, concerning the obligation, for anyone intending to make a public offering, to send in advance to CONSOB a prospectus destined for publication. The offering had already been suspended by CONSOB for 90 days as a precautionary measure with Resolution no. 19723 of this past 14 September. The Commission reminds you that, under the terms of Art. 101, paragraph 2, of the said decree the distribution of all advertisements regarding public offerings of financial products other than community financial instruments is prohibited before a prospectus has been published.

All advertisements related to the offering must consequently be considered forbidden.

* * *

The National Commission for Companies and the Stock Exchange, CONSOB also reports that:

  • the companies Pel Ltd and Kakao Ltd are not authorised to carry out investment services and activities in Italy in any way, including through the website www.easyinvestment500.com;

  • the company LM Swiss Group Ltd, operating with the brand “SwissFxTrading” and the website www.swissfxtrading.com, and the company LM Swiss Direct Ltd, operating with the brands “SwissFxTrading”, “SwissFxPro” and “LM Swiss” and the websites www.swissfxtrading.com, www.swissfxpro.com and www.lmswiss.com, are not authorised to carry out investment services and activities in Italy in any way.


OTHER COMMUNICATION FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority – FCA), Switzerland (Swiss Financial Market Supervisory Authority – FINMA) and Ontario (Ontario Securities Commission – OSC), report companies and websites that are offering investment, financial and insurance services without the required authorisation.

Reported by the FCA:

  • Miyake Gould Mergers and Acquisitions (www.miyakegould.com), with declared headquarters in Tokyo;

  • Zimmermann Global (www.zimmermannglobal.com), with declared headquarters in London, clone of the authorised company Zimmermann Ralph Martin
    (reference no.: 443989);

  • Dvp Consulting Gmbh (www.dvpconsulting.co.uk), with declared headquarters in London, clone of the authorised company Dvp Consulting GmbH
    (reference no.:443413);

  • Kojima Ventures (www.kojimavt.com, www.kojimaventures.com), with declared headquarters in Tokyo;

  • Rhodium Forex / Wr Trade (www.rhodium-forex.com), with declared headquarters in London;

  • Algo Capitals (www.algocapitals.com), with declared headquarters in London, clone of the authorised company Algo Capital Management Limited (reference no.: 192936);

  • Avalon Consultancy (www.avalonconsultancy.com), with declared headquarters in New York.

Reported by the FINMA:

  • Pegasus Capital Advisors Europe (www.pegasus-capital.eu), with declared headquarters in Zurich;

  • Garant Capital Swiss Ag (www.garant-capital.com), with declared headquarters in Zurich;

  • Alfons Eichler Private Bank Ibc (www.aebank.ch), with declared headquarters in Zurich.

Reported by the OSC:

  • U-Nex Global Ltd / Zurich Prime,with declared headquarters in the Marshall Islands;

  • U-Nex Solutions Srl (www.zurichprime.com).

* * *

The supervisory authority of Quebec (Autorité des marchés financiers) has reported websites that are offering binary options without the required authorisation. The complete list is published on the authority’s website at the following addresswww.lautorite.qc.ca.


LAUNCH OF THE FINANCIAL DISPUTES ARBITRATOR (FDA) AND COMPLETION OF THE ACTIVITY OF THE CONCILIATION AND ARBITRATION CHAMBER

As already announced (see “CONSOB-Informs” no. 45 of this past 28 November), starting from the coming 09 January the Financial Disputes Arbitrator (FDA) will be operational.

Starting from the same date it will no longer be possible to present applications to the Conciliation and Arbitration Chamber at CONSOB, which will limit itself to bringing to a conclusion the already existing conciliation procedures. When these procedures have been completed, its functions will cease.

For the first period of operations of the FDA, CONSOB has laid down some transitional provisions:

- for the first two years, investors that do not make use of the support of a consumers’ association or of an attorney will be able to present an appeal to the Arbitrator and the related documentation on paper. The stages subsequent to the transmission will be carried out in any case according to the computerised methods made known on the FDA’s website;

- Again for the first two years, it has been envisaged that intermediaries that make use of an industrial association will be able to transmit to the same their pleadings and the related documentation within the thirty days after the appeal has been received and the association, in its turn, will have available a further fifteen days to forward everything to the FDA;

intermediaries will have available four months, from the launch date of the FDA’s operations, to amend the contractual documentation and in order to insert into the same references to the Arbitrator’s operations and functions.


MERGER OF EXOR SPA INTO EXOR HOLDING NV: JUDGEMENT OF EQUIVALENCE ISSUED ON THE INFORMATION DOCUMENT

CONSOB has issued the judgement of equivalence of the information contained in the information document related to the cross-border merger by incorporation of Exor SpA into Exor Holding NV, a company which after the merger will acquire the name Exor NV.

The equivalence judgement exempts the company from the obligation to publish the prospectus for listing on the MTA of the new shares which will be issued for the merger. Article 57, paragraph 1, letter d) of the issuers regulation 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.

The document, among other things, highlights the circumstance that the Exor NV ordinary shares, which will be assigned to the Exor shareholders as a result of the merger, will be issued under the terms of Dutch law and therefore will have different rights than Exor shares.


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

The cycle of meetings on banking and finance, organised by CONSOB and Università Cattolica del Sacro Cuore, department of Economic Science and Business Management, is continuing.

The third meeting of the 2016-2017 academic year will be held on Wednesday 14 December at 11.30 in Lecture Hall 100 of the Cattolica University, entrance at via Necchi 9, Milan. The seminar, led by Alberta Di Giuli (ESCP Europe) on the subject “Board members' media connections and access to financing” analyses the relations between the image of a company and any relations of its corporate representatives with the media.

You are reminded that the third meeting of the 2016-2017 academic year - originally planned for 23 November 2016 -will be held on Wednesday 25 January 2017 at 11.30 in Lecture Hall 100 of the Cattolica University, entrance at via Necchi 9, Milan. The seminar, held by Florian Heider (European Central Bank) on the subject "Life below zero: bank lending under negative policy rates” will regard the impact of the negative interest rates policy on bank loans.

Attendance at both meetings is free. For information: www.unicatt.it/segesta, dip.segesta@unicatt.itm, telephone: +39 02.72342467.


- 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) 

Prospectuses

  • Approval has been given for the supplement to the prospectus for the public offering of the subscription of ordinary shares of the issuer and sale of treasury shares of Banca Popolare Etica SCpA (decision of 07 December 2016).

  • Approval has been given for the base prospectus concerning the public offering programme of bonds issued by Credito Padano Banca Di Credito Cooperativo SC (decision of 07 December 2016).

  • Approval has been given for the base prospectus concerning the public offering programme of bonds issued by Banca Malatestiana Credito Cooperativo SC (decision of 06 December 2016).

Listed companies

  • The judgement of equivalence has been issued concerning the information contained in the disclosure document in relation to the cross-border merger by incorporation of Exor SpA into Exor Holding (decision of 02 December 2015).

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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