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Weekly newsletter - year XXII - No. 49 - 27 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

The National Commission for Companies and the Stock Exchange (CONSOB) has suspended for a period of 90 days, under the terms of art. 99, paragraph 1, lett. b), of the Consolidated Law on Finance - CLF, the offering to the public resident in Italy of investments of a financial nature carried out also through the website www.profits25.com (resolution no. 19834 of 23 December 2016).

* * *

The National Commission for Companies and the Stock Exchange (CONSOB) reports that:

the company Advanced Binary Technologies Ltd is not authorised to provide investment services and business in Italy in any way, including through the website www.ayrex.com;

- the company Cumberland Capital Ltd is not authorised to provide investment services and business in Italy in any way, including through the website www.tropicaltrade.com;

- the companies Altair Entertainment Nv, Payific Ltd and Capital Force Ltd are not authorised to provide investment services and business in Italy in any way, including through the website www.option888.com;

- the companies Brooks Partners, Pel Ltd and S&Y Market Kft are not authorised to provide investment services and business in Italy in any way, including through the website www.brooks-partners.com;

- the companies Broker Yard, Techofin Ltd and OCapital Lp are not authorised to provide investment services and business in Italy in any way, including through the website www.brokeryard.com.


OTHER COMMUNICATION FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Austria (Financial Market Authority - FMA), Hong Kong (Securities and Futures Commission – SFC) and British Columbia (British Columbia Securities Commission - BCSC), report companies and websites that are offering investment, financial and insurance services without the required authorisation.

Reported by the FCA:

  • IBA Markets / International Brokers Association Markets (www.ibamarkets.com), with declared headquarters in London;

     
  • Penflow Ltd (www.penflow.net), clone of the authorised company Penflow Ltd (www.penflow.co.uk), with declared headquarters in the United Kingdom (reference no. 10136605);

     
  • Money Matcher Ltd (www.moneymatcherclaims.co.uk), with declared headquarters in Manchester;

     
  • Lawson Management Group Llc (www.lawsonmanagementgrp.com), with declared headquarters in New York.

     

Reported by the CSSF:

  • Sfilbank (www.sfilbank.com);

     
  • Alpha Innovative Strategies Ltd (www.ia-patrimoine.com.), with declared headquarters in the United Kingdom.

Reported by the FMA:

  • LCM Brokers – Lead Capital Makers Ltd ( www.lcm-brokers.com), with declared headquarters in Manchester and London.

Reported by the SFC:

  • www.xsvg.com;

     
  • Florin Investment Limited;

     
  • United Rich Capital Investment Limited;

     
  • Abs Group Limited;

     
  • CTI Limited;

     
  • Awdh Trading Limited;

     
  • www.mbacapltd.com;

     
  • Featherstone Pte Limited;

     
  • Safe Mark Limited;

     
  • V.T. Robinsons;

     
  • Langford Nachman.

Reported by the BCSC:

  • BinaryOnline, owned and managed by Zola Ltd;

     
  • BsdOption, owned and managed by Lybss Ltd. and Ydbm Ltd;

     
  • 72Option, owned and managed by Epic Ventures Lt;

     
  • Option Stars and OptionStarsGlobal, owned by Novox Capital Ltd;

     
  • Tita Trade.

 SUSPENSION OF TRADING IN BMPS STOCK

The Commission, taking into account what has been communicated by Banca Monte dei Paschi di Siena SpA on the unsuccessful share capital increase operation launched this past 19 December, ordered for 23 December 2016 the suspension of trading in stock issued or guaranteed by the bank in Italian regulated markets and multilateral trading facilities in which the stock is admitted to trading (resolution no. 19833 of 22 December 2016). The suspension of trading was ordered also in the systematic internaliser systems pursuant to the list published on the CONSOB website of stock issued or guaranteed by the bank and of financial instruments having as underlying such stock.

Subsequently, with resolution no. 19840 of 23 December 2016, the Commission, considering that in relation to this stock the informative context did not guarantee transparency, the orderly performance of trading and investor protection, owing to the uncertainty as regards the initiatives being defined by the bank and by the competent authorities, ordered the continuation of the suspension of trading in stock issued or guaranteed by the bank also for the following days.


CONSULTATION ON ESMA GUIDELINES ON THE SUBJECT OF COMPETENCE REQUIREMENTS FOR FINANCIAL ADVISERS

CONSOB has begun a consultation with the market to define how to transpose at the national level the ESMA (European Securities and Markets Authority) guidelines on the subject of knowledge and competence requirements for financial advisers.

The objective of the consultation is to collect the opinions of the market on the professional requirements and the type of training and development that personnel who provide financial advice to clients on behalf of an intermediary must have.

The consultation originates from the European rules on providing investment services (MiFID II, art. 25, para. 1), on the basis of which financial intermediaries must be able to demonstrate to the national regulatory and supervisory authorities that anyone who provides on their behalf financial advice to clients possesses adequate knowledge and competence.

The consultation document is available on the website www.consob.it.

The term for presenting contributions expires on 20 January 2017.


ARBITRATOR FOR FINANCIAL DISPUTES (AFD): FIRST MEETING FOR TAKING OFFICE AND BEGINNING OF OPERATIONS

Countdown for the start of the Arbitrator for Financial Disputes (AFD), the new body for the out-of-court settlement of disputes between investors and intermediaries, set up at CONSOB. In view of the beginning of full operations, set for this coming 9 January, this past 19 December the Arbitrator held its first meeting for taking office at the CONSOB headquarters in Rome.

The meeting, which was attended by the five regular members of the board and the ten alternate members, was used to take stock of and review the organisational and functional aspects of the AFD, to ensure that the machinery works at full power right from the first day, in three weeks' time, on which it will be available to the public.

The Arbitrator, which has been set up as a result of a community directive (2013/11/EU), intends to provide to investors an alternative, agile and efficient instrument, for settling any disputes with financial intermediaries, without having to take legal action. The AFD's activity is characterised by being totally free and by the rapidity of its decisions, which will be made within the maximum term of six months. With this anyone who believes they have been treated wrongly by a financial intermediary can, if the Arbitrator recognises that they are right, count on compensation in a reasonably short time and without having to bear costs of any kind.

The Arbitrator is chaired by Gianpaolo Eduardo Barbuzzi, a CONSOB executive, formerly head of the Administration Division and, among the various posts held in the Commission, previously manager of the Administrative Sanctions Office. The board, the body at the head, is made up of five members. Apart from the Chairperson there are four regular members, two of them appointed by CONSOB (Daniela Morgante and Marilena Rispoli Farina); one representing the CNCU, the National Council of Consumers and Users (Giorgio Afferni) and one proposed by the leading industrial associations of financial intermediaries (Giuseppe Guizzi).

To be able to cope even with heavy workloads, the board can count on as many as ten alternate members: Antonio Albanese, Maria Debora Braga, Michele De Mari, Raffaele Di Raimo, Federico Ferro-Luzzi, Luigi Salamone designated by CONSOB; Vincenzo Farina and Donato Patera designated by the CNCU; Francesco De Santis and Raffaele Lener designated by the financial intermediaries.


MANDATORY TAKEOVER BID ON ALERION CLEAN POWER SPA SHARES: CONSOB APPROVES THE OFFER DOCUMENT

CONSOB has approved the document concerning the mandatory takeover bid launched, under the terms of arts 106, paragraph 1 and 109 of Italian Legislative Decree no. 58 of 24 February 1998, by Eolo Energia SRL on Alerion Clean Power SpA shares (resolution no. 19832 of 21 December 2016).

The bid has been made following:

- the partial voluntary FGPA bid, launched by FGPA SRL, on 29.90% of the Alerion share capital (see "CONSOB Informs" no. 37/2016) , which ended on 2 December 2016. As a result of the purchases made out of the bid and the shares acquired in the bid FGPA arrived at a 29.90% stake in the Alerion share capital;

- the voluntary Eolo bid launched by Eolo (see "CONSOB Informs" no. 41/2016), at a price of 2.46 euro, competitive with respect to the FGPA bid, which also ended on 2 December.

The mandatory bid, as also the previous full voluntary bid launched by Eolo, is aimed at delisting the issuer.

The obligation to launch the bid is a consequence of exceeding the 30% threshold under the terms of the combined provisions of arts 106, paragraph 1, and 109 of the CLF, by Eolo together with the F2i fund and the other subjects acting in concert with the bidder, as a result of:

- the purchases of Alerion shares made by Eolo out of the voluntary bid, starting from 18 November and up to 30 November 2016, as a result of which Eolo has come to hold directly 14.99% of the share capital;

- the shareholders' agreements signed by Eolo, Edison, Eper, E2i and F2i, which holds 16.03% of the Alerion share capital, on 12 October and 30 November 2016.

The bid concerns 26,639,723 Alerion ordinary shares, equivalent to 61.13% of the issuer's share capital, corresponding to all the ordinary shares issued by it less:

i) the shares already held, individually, by Eolo at the date of the document, that is:

- the 6,665,288 Alerion shares equivalent to 15.29%, that Eolo purchased, at the unit price of 2.46 euro, from 18 November up to 2 December 2016; the 3,288,137 Alerion shares corresponding to 7.54% of the share capital that were conferred to the voluntary Eolo bid in the related acceptance period, acquired by Eolo on 9 December 2016 - the first payment date of the above bid;

ii) the 6,985,856 Alerion shares representing 16.03% of the share capital held by F2i, one of the subjects obliged jointly with Eolo to launch the bid.

Also covered by the bid are the 780,339 treasury shares, equivalent to 1.79% of the share capital, held by Alerion.

The price, 2.46 euro, is the same as that offered by Eolo in the voluntary Eolo bid and also the same as the price at which the said Eolo purchased out of the above bid 15.29% of the share capital. The maximum outlay is 65,533,718.58 euro.

The bid acceptance period runs from 23 December 2016 to 16 January 2017, unless extended. The price will be paid on the second stock market trading day after the end of the acceptance period, that is 18 January 2017.

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 19, 20, 23, 24 and 25 January 2017 and the related payment will take place on the second stock market trading day following the close of the reopening period of the terms, that is 27 January 2017.

The bidder has declared 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 Alerion share capital, it will not restore a float sufficient to ensure the regular performance of trading and will fulfil the obligation to purchase pursuant to art. 108, paragraph 2, of the CLF; ii) if, as a result of the bid, it ends up with a stake of at least 95% of the Alerion 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.

The BoD communication pursuant to art. 103, paragraph 3, of the Consolidated Law on Finance (CLF) and art. 39 of the regulations for issuers will be published, accompanied by the opinion of the independent directors, together with the bid document.


BANCO POPOLARE AND BANCA POPOLARE DI MILANO SPA MERGER: CONSOB APPROVES THE LISTING PROSPECTUS OF THE BANCO BPM SHARES

CONSOB has approved the tripartite prospectus (registration document, securities note and summary note), relating to the admission to listing of the Banco BPM SpA shares deriving from the merger between Banco Popolare – Società Cooperativa and Banca Popolare di Milano SCaRL.

Borsa Italiana SpA has adopted the measure for admission to listing of the shares of the bank deriving from the merger. On 13 December 2016 the BP and BPM merger deed was signed. The merger will take effect as of 1 January 2017.

BP and BPM are at the head of the banking groups of the same names. They are not directly or indirectly controlled by any subject under the terms of art. 93 of the CLF. The shareholder that holds a number of ordinary shares representing a stake of more than 3% in the share capital of Banco Popolare is Norges Bank (the Central Bank of Norway), with a stake of 3.133%. There are instead no shareholders with stakes of more than 3% in the share capital of BPM.

On 1 July 2016, following the conclusion of the BP share capital increase, the exchange ratios of the merger were determined:

- 1 share of the new parent company for each BP share outstanding at the moment of effectiveness of the merger;

- 1 share of the new parent company for every 6.386 BPM shares outstanding at the moment of effectiveness of the merger.

On the basis of the exchange ratios it is envisaged that the issuer's share capital will be held 54.626% by the ex-BP shareholders and 45.374% by the ex-BPM shareholders.

In the "investor warnings" and in the "risk factors" chapter the prospectus describes the informative elements for the investor connected with the transformation deriving from the merger, the risks connected with the issuer and the group it will head after the merger, the business segment in which it operates and the financial instruments involved in the listing.


THE FUTURE BANCA POPOLARE DI VEIO SCPA: CONSOB APPROVES THE PROSPECTUS RELATED TO EXTENSION OF THE SUBSCRIPTION OFFER

CONSOB has approved the prospectus regarding the extension of the public subscription offer of shares in the future Banca Popolare di Veio SCpA.

On 28 October 2015 the Commission had approved the prospectus related to the offer aimed at establishing the bank, by public subscription, (see "CONSOB Informs" no. 41/2015).

Taking into account the unfavourable outcome of the subscriptions, 1.640 million euro at the date of suspension of the offer (27 October 2016) and as the minimum quantity involved in the same, 12.5 million euro, had not been reached, with the closing date of the previous offer, this past 19 October approaching, the assembly of the organising committee resolved to extend by six months the term for closure of the offer and to request, consequently, the approval of an extension prospectus. The following 20 October the organising committee published in the newspaper "Il Sole 24 Ore" the notice of suspension of the offer. The committee also resolved to suspend the activity of soliciting and collecting acceptances from 28 October 2016 up to the day after publication of the extension prospectus.

The number of shares offered for subscription – with a unit par value coinciding with the offering price of 500 euro – ranges from a minimum of 25,000 to a maximum of 30,000, for a total value of the offering from a minimum of 12,500,000 euro to a maximum of 15,000,000 euro. The minimum subscription is 10 shares. The maximum subscription is 1% of the share capital.

The offer period will run from the day after the publication date of the extension prospectus to 27 April 2016. The extended public subscription offer will be made, in the same way as the previous offer of the first 12 months, exclusively at the registered office of the organising committee situated in Rome, Via Salaria 30. For the placement of the shares, the organising committee does not anticipate turning to out-of-office offering or to placement, through remote communication techniques.

The "Risk factors" section in the prospectus reports on the general information for investors associated with the issuer, the relevant operating sector and the shares offered.

It is also specified, in a specific notice at the beginning, that as a result of the extension, under the terms of art. 95-bis, paragraph 2 of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance - CLF), those that have already subscribed the shares of the bank in the previous offer period, have the right to exercise revocation of the subscription within two working days running from the day after that of publication of the extension prospectus.

In the notice at the beginning it is also stated that the amounts relating to the shares subscribed will be paid up only later when the offer has been successfully completed and exclusively by bank transfer to a tied current account for the purpose of establishing the bank. In the event of a failure to receive authorisation from the ECB or in case of Banca di Veio's failure to enrol in the companies register, or in any other case in which the incorporating process of the bank is not completed, the organising committee will arrange for the immediate restitution to the subscribers of the amount paid as capital, increased by the interest accrued on the tied current account net of the costs related to the account.


BMPS BONDS TAKEOVER AND SHARE CAPITAL INCREASE: CONSOB APPROVES THE SUPPLEMENT TO THE OFFER DOCUMENT AND TO THE PROSPECTUSES OF THE LME AND BMPS OFFERS

CONSOB has approved the publication:

- of the second supplement to the offer document related to the voluntary public purchase offer ("LME offer" - Liability Management Exercise), launched, under the terms of arts 102 et seq. of Italian Legislative Decree no. 58/1998, by Banca Monte dei Paschi di Siena (BMPS) SpA on subordinated bonds issued or guaranteed by it with the obligation to reinvest in ordinary shares of the said bank ("second supplement to the offer document");

- of the second supplement to the registration document, the securities note and summary note on the financial instruments related to the LME offer (as amended by the supplement of 15 December 2016 – see "CONSOB Informs" no. 48/2016);

- of the supplement to the securities note and summary note on the financial instruments related to the public offering and to admission to trading on the MTA of BMPS shares.

The supplements, in the respectively relevant parts, reflect the updating of a series of information relating, in particular:

- to the signing, this past 18 December, of the agreement on the basis of which the joint bookrunners undertake if necessary to sign the placement agreement at the end of the offer period;

- to the signing of the commitment letter relating to the bridging loan, this past 18 December;

- to the signing of the contract for the transfer of the securitised receivables, this past 19 December;

- to the signing of the agreement with Quaestio;

- to the risks connected with any state aid intervention;

- to the updating of the declaration on working capital, under the terms of Regulation 809/2004/EC.

In a specific notice at the beginning it is stated that, under the terms of article 95-bis, paragraph 2 of the CLF, publication of the supplement gives the right to investors that have accepted the LME offer (as defined in the related document and in the LME securities note) or the BMPS offer (as defined in the BMPS securities note) to revoke their subscription within two working days following publication of the supplements. This right applies also to acceptance of the public purchase offer, in consideration of the constraint on reinvesting the price by those who accept the offer.


 APPOINTMENTS AT CONSOB

Starting from 21 December 2016, the Commission set up the Information Infrastructures Division in order to make more effective the management of the IT sector up to now organised and managed under the Administration Division, establishing also, within the new Division, the IT Security Office(resolution no. 19824 of 21 December 2016). The management of the new Information Infrastructures Division, which is divided into the Application Development, Architectures and IT Security Offices has been entrusted to Federico Marziale who has also been given the interim management of the IT Security Office (resolution no. 19825 of 21 December 2016).


MEMO: EXTRACURRICULAR INTERNSHIPS IN CONSOB - 2017 EDITION

The Commission has announced a selection procedure for training and orientation internships of an extracurricular nature to be carried out in the CONSOB offices in Rome and Milan.

The idea is aimed at broadening and rounding off courses of study already completed, as well as directing the professional choices of the interns by means of a training experience in direct contact with the world of employment.

The year 2017 will see the launch of 26 internships, each distinguished by an individual code.

The internships involve daily attendance of 6 hours and 30 minutes, from Monday to Friday, for an average commitment of 32 hours and 30 minutes weekly, unless particular needs should arise during the period of the training project. The internships will last a maximum of 6 months (except for the internship indicated with the code DST-3, which will last for a maximum of 3 months) including any extensions, but excluding any periods of suspension for maternity or sickness leave.

Applications for participation require possession of one of the following qualifications, obtained during the 12 months prior to the deadline for presentation of applications:

- second level degree, either specialised, master's or single cycle, in the subjects concerned in the training course for which application is being submitted, obtained with a grade of no less than 105/110;

- research doctorate;

- 2nd level master's degree of minimum one year at university;

university specialisation course of at least one year, following attainment of a second level degree, either specialised, master's or single cycle.

The interns will receive an allowance for participation of € 800 gross monthly. Applications for participation must be submitted – no later than 31 January 2017 – to the e-mail address: tirocini@pec.consob.it.

Further information regarding requirements, procedures and terms for participation can be found in:

- the resolution and public announcement of the internships;

- the list of projects of the internships;

- the application form;

published on the CONSOB website in the section "CONSOB e le sue attività/La CONSOB/Lavorare in CONSOB/tirocini" ("CONSOB and its activities/CONSOB/work at CONSOB/internships").


- 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

  • Establishment of the Information Infrastructures Division and of the IT Security Office (resolution no. 19824 of 21 December 2016). Appointment of the Manager of the Information Infrastructures Division and of the temporary head of the IT Security Office (resolution no. 19825 of 21 December 2016). 

Public purchase and  exchange offers

  • Approval has been given for the document concerning the mandatory takeover bid launched, under the terms of arts 106, paragraph 1 and 109 of Italian Legislative Decree no. 58 of 24 February 1998, by Eolo Energia SRL on Alerion Clean Power SpA shares (resolution no. 19832 of 21 December 2016).

     
  • Approval has been given for the supplements: i) to the offer document for the voluntary public purchase offer ("LME offer" - Liability Management Exercise), launched, under the terms of arts 102 et seq. of Italian Legislative Decree no. 58/1998, by Banca Monte dei Paschi di Siena (BMPS) SpA for subordinated bonds issued or guaranteed by it with obligation to reinvest in ordinary shares of the same bank; ii) to the registration document, the securities note on the LME financial instruments and the LME summary note; iii) to the securities note and the summary note for the public offering and the admission to trading on the MTA of BMPS shares (decisions of 20 December 2016). 

Markets

  • Temporary suspension of trading of stock issued or guaranteed by Banca Monte dei Paschi di Siena SpA (resolutions nos. 19833 of 22 December 2016 and 19840 of 23 December 2016).  

Prospectuses

  • Approval has been given for the tripartite prospectus relating to the admission to listing of the Banco BPM SpA shares deriving from the merger between Banco Popolare – Società Cooperativa and Banca Popolare di Milano SCaRL (decision of 23 December 2016).

     
  • Approval has been given for the offer prospectus concerning the extension of the public subscription offer of shares in the future Banca Popolare di Veio SCpA (decision of 23 December 2016).

     
  • Approval has been given for the registration document in relation to the admission to trading on the MTA of ordinary shares in Banca Farmafactoring SpA (decision of 23 December 2016).

     
  • Approval has been given for the base prospectus concerning the programme of public offering and/or listing of bonds issued by Banca Imi SpA (decision of 21 December 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 21 December 2016).

     
  • Approval has been given for the base prospectus concerning the public offering programme of bonds issued by Banca di Credito Cooperativo di Alba, Roero e del Canavese SC (decision of 21 December 2016).

     
  • Approval has been given for the supplement to the base prospectus regarding the programme of public offering of bonds issued by Cassa Padana - Banca di Credito Cooperativo SC (decision of 23 December 2016).

     
  • Approval has been given for the supplement to the base prospectus concerning the programme of public offering of bonds issued by Banca Popolare dell'Alto Adige SCpA (decision of 23 December 2016).

     
  • Approval has been given for the registration document and base prospectuses concerning the programmes of listing of covered warrants issued by Sg Issuer SA and guaranteed by Société Générale SA (decision of 21 December 2016).

     
  • Approval has been given for the offer prospectus for units of the Italian non-reserved open-ended AIF (Alternative Investment Fund) entitled "Exane Pleiade Performance" managed by Exane Asset Management (decision of 21 December 2016).

Registers and lists

  • The authorisation has been revoked of Previra Invest Sim SpA (in voluntary liquidation) to provide services of placement without firm commitment or standing commitment with regard to the issuer, receipt and transmission of orders and advice on investments, pursuant to art. 1, paragraph 5, letters c-bis), e) and f), and it has been cancelled from the Investment Firm Register (resolution no. 19831 of 21 December 2016).

     Luigi Capasso has been removed from the single register of financial advisers (resolution no. 19725 of 14 September 2016).

     Marco Nasti has been suspended for sixty days, as a precautionary measure, from exercising the activity of financial adviser (resolution no. 19802 of 13 December 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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