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Weekly newsletter - year XXIII - No. 3 - 30 January 2017

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) reports that:

  • the companies Dc Digital Processing 2 Ltd and Green Galaxy International SA, operating through the website www.optionbit-it.com, are not authorised to provide investment services and business in Italy in any way;

  • two companies, both named Markets Capital Ltd, with declared headquarters in the Marshall Islands and in the United Kingdom, operating through the website www.fxmarketscapital.com and the web address www.fxmc.eu, are not authorised to provide investment services and business in Italy in any way;

  • Ob Fenix is not authorised in Italy to offer out-of-office, or to promote or place by means of remote communication, investment services or business in any way, including through the website www.obfenix.com;

  • the companies Capital Markets Banc, Joshua Development Limited and Astra Financial Limited are not authorised to provide investment services and business in Italy in any way, including through the website www.capmb.com;

  • the company Blue Seal Limited is not authorised to provide investment and business in Italy in any way, including through the website www.vix500.com;

  • the company Easyinvestment500 is not authorised to provide investment services and business in Italy in any way, including through the website www.easyinvestment500.com.

OTHER COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), France (Authorité des Marchés Financiers - AMF), Luxembourg (Commision de Surveillance du Secteur Financier - CSSF), Spain (Comisión Nacional del Mercado de Valores - CNMV), Denmark (Danish Financial Authority - DFSA), Norway (Finanstilsynet), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Hong Kong (Securities and Futures Commission – SFC), Ontario (Ontario Securities Commission – OSC), British Columbia (British Columbia Securities Commission - BCSC), Brazil (Comissão de Valores Mobiliários - CVM), Poland (Polish Financial Supervision Authority – KNF) and Malta (Malta Financial Services Authority - MFSA), report companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Diamond Loans (www.diamondloans.co.uk, www.diamond-loans.co.uk),with declared headquarters in Great Britain, clone of the authorised company Tide You Over Ltd (www.tideuover.com), with declared headquarters in Great Britain (reference no. 674556);

  • Ono Ventures (www.onovent.com), with declared headquarters in Tokyo;

  • Right Capital Partners Limited (www.rightcapitalpartners.com), with declared headquarters in New York, clone of an authorised company in Germany;

  • Loaningo (www.loaningo.com), clone of the authorised company Silver City Tech Ltd (reference number 727137);

  • Go 4 Uk Loans (www.go4ukloans.co.uk), with declared headquarters in London;
  • Business Grants and Loans (www.ukgrants.org.uk);

  • UK Money Lenders, clone of an authorised company;

  • Hayashi and Partners/Hayashi International Equity Securities (www.hayashiandpartners.com), with declared headquarters in Tokyo.

Reported by the AMF:

  • Viagefi 6 Limited.

Reported by the CSSF:

  • Ebel & Partner Luxembourg SA (www.ebelundpartners.com), with declared headquarters in Luxembourg.

Reported by the CNMV:

  • Mario Frías Marina;

  • Jose Miguel Varet Torres;

  • Aaoption (www.aaoption.com/es);

  • Ib Inversiones / Ib Inversion Bursatil (www.ibinversiones.com).

Reported by the DFSA:

  • TechOption (www.techoption.com);

  • 23 Traders (www.23traders.com);

  • Titan Trade (www.titantrade.com).

Reported by Finanstilsynet:

  • Wallace Associates Inc (www.wallaceassociatesinc.com), with declared headquarters in Singapore;

  • William Paulstern (www.williampaulstern.com),with declared headquarters in Hong Kong.

Reported by the FINMA:

  • Swiss von Reding AG (www.swissvonreding.com), with declared headquarters in Zurich;

  • Piccor AG;

  • Meritalis (Schweiz) GmbH, with declared headquarters in Zurich;

  • Timber Hill Suisse (www.timberhill-ch.com), with declared headquarters in Geneva.

Reported by the SFC:

  • Holland Financial Fiduciary Services, Netherlands;

  • HK Financial Fiduciary Services;

  • Kimzeen Forex Management Ltd;

  • Pullman International Limited.

Reported by the OSC:

  • Admiral Global Private Equity Group,with declared headquarters in Toronto.

Reported by the BCSC:

  • Redwood Options, which operates through Hampshire Capital Ventures Ltd.

Reported by the CVM:

  • FxOpen Markets Limited (www.fxopen.com.br);

  • Fbs Markets Inc and Trader Forex Ltda (https://fbs.com, https://ptfbs.com and www.traderforex.com.br).

Reported by the KNF:

  • Gkfx Financial Services Ltd Sp. Zo.o.

Reported by the MFSA:

  • www.fxddtrade.com.

EUROPA INVESTMENTI SPECIAL SITUATION SPA TAKEOVER BID ON MEDIACONTECH SPA SHARES

The Commission has approved the document concerning the full mandatory takeover bid launched under the terms and for the purposes of articles 102 and 106, paragraph 1-bis of Italian Legislative Decree no. 58/1998 (CLF), by Europa Investimenti Special Situations SpA (EISS), for all ordinary shares issued by Mediacontech SpA (resolution no. 19860 of 26 January 2017).

EISS is an Italian company controlled by Europa Investimenti SpA. Mediacontech is an Italian company whose shares are traded on the MTA and is the parent company of the leading Italian independent group in the sector of multimedia production, operating in broadcasting, business communication and edutainment.

The obligation to launch the bid is a consequence of the completion, this past 5 December, of the acquisition by the bidder of the initial stake of 14,548,770 Mediacontech shares, representing approximately 78.892% of the related share capital held by Lupo SpA. The said acquisition occurred under the terms and in execution of the preliminary contract of sale for Mediacontech shares signed on 28 October 2016 by EISS and Lupo. The acquisition of the initial stake occurred at a unit price per share of € 0.473444subject to upward adjustments and/or reduction determined on the basis of any differences in the cash situation and in consolidated shareholders' equity of Mediacontech and any payment of earn-outs.

The bidder does not intend to achieve the delisting of the stock. The bidder has stated that: (i) if at the outcome, as a result of the acceptances and of any purchases made during the same, it comes to hold a stake of more than 90% but less than 95% of the issuer’s share capital, it will issue a float sufficient to ensure the regular performance of trading in Mediacontech shares; (ii) if at the outcome 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, but will not exercise the right to purchase pursuant to art. 111, of the CLF; in addition, at the outcome of the procedure in question, in keeping with the objectives of the bid, it will restore a sufficient float to ensure the regular performance of trading in Mediacontech shares. According to the statements made in the bid document, although formal decisions have not yet been taken on the method of integrating the bidder and the issuer, the bidderhopes that the planned integration between the two companies can be achieved by merging the bidder into Mediacontech.

The bid concerns a maximum of 3,892,533 ordinary shares of the issuer, equivalent to 21.108% of the share capital. The price offered is equal to the basic price (€ 0.473444), plus the right to receive further cash amounts (Delta further price and Ex-Ad further price). In particular, taking into account that EISS and Lupo, at the date of approval of the bid document by CONSOB, had not reached an agreement on the subject of adjustment of the purchase price of the initial stake in relation to any difference in the shareholders' equity of Mediacontech at 5 December 2016 with respect to that at 30 September 2016, EISS decided to pay in any case the basic price of € 0.473444 plus the right to further payments to the shareholders approached. Therefore, if there is a downward adjustment of the sale price of the initial stake, the basic price offered will not undergo the corresponding detraction.

The acceptance period, agreed with Borsa Italiana SpA, will begin on 30 January and end on 17 February 2017 inclusive. The price will be paid on the third stock market trading day after the end of the acceptance period, that is on 22 February 2017. The bid is subject to the rules on the reopening of terms and the opinion of the independent directors. If the terms are reopened, the price will be paid on 23, 24, 27 and 28 February and on 1 March 2017; the basic price will be paid to acceptors of the bid on 6 March 2017. The Delta further price and Ex-Ad further price will be paid to acceptors of the bid within 30 days from the occurrence of the events for the related liquidation, which may both occur at the latest by and no later than 19 April 2017.

No interest will be paid on the said further prices. The issuer’s communication, pursuant to art. 103, paragraph 3, CLF and art. 39 of the regulations for issuers, accompanied by the fairness opinion of Audirevi and by the opinion of the independent directors, is published together with the bid document.

PURCHASE OF ALBA SPA SHARES: CONSOB DETERMINES THE PRICE FOR FULFILMENT OF THE OBLIGATION BY LEM SPA

CONSOB has determined as € 3.098 the price for fulfilment of the purchase obligation pursuant to art. 108, paragraph 2, and art.109 of the CLF for each Alba SpA share delivered to Lem SpA (resolution no. 19857 of 25 January 2017) .

The purchase obligation arose for Lem SpA following the signing, this past 1 December, together with Elisabetta Giacomello, Gaetano Carrello, Giovanna Pomarelli, Andrea Gatti, Cesare Gino Bevilacqua and Giovanni Picone, of the shareholders' agreement relevant under the terms of art. 122 of the CLF, concerning 90.32% of the share capital of Alba SpA.

The issuer’s obligation to purchase all the remaining Alba shares not covered by the agreement from the shareholders that so request, arose for the parties involved because: (i) the total equity investment held by the signatories to the shareholders' agreement is more than the threshold of 90% pursuant to art. 108 paragraph 2 of the CLF; (ii) the said 90% threshold was exceeded by the signatories to the shareholders' agreement as a result of purchases made in the twelve months prior to that date.

The signatories to the agreement do not intend to proceed to restore a float of the Alba stock sufficient to ensure the regular performance of trading; therefore Lem, also on behalf of the other parties involved, under the terms of the combined provisions of articles 108, paragraph 2 and 109 of the CLF, will fulfil the said obligation to purchase the remaining shares from those who so request.


LIST OF INDEPENDENT AUDITORS AND AUDITING FIRMS WITH REVENUES FROM PUBLIC-INTEREST ENTITIES (PIES), OF LESS THAN 15%

Regulation (EU) no. 537/2014 on statutory auditing of the accounts of Public-Interest Entities (PIEs), which came into force on 17 June 2016, introduced an obligation on the supervisory authorities on auditors of PIEs (Public-Interest Entities) of the Member States to publish a list, to be updated every year, containing the statutory auditors and audit firms which recorded, in the previous calendar year, less than 15 % of total fees for auditing PIEs in the Member State of reference. The regulatory provision (art. 16 para. 3 c. 3) of the EU regulation was introduced to avoid the exclusion of subjects that have recorded in the previous calendar year a relevant PIE turnover from the selection procedures for conferment of audit appointments on PIEs. The same regulation states (art. 16, para. 1, lett. a) in fact, that “the tender process does not in any way preclude the participation in the selection procedure ” of such subjects.

The regulation does not introduce an obligation for PIEs to invite to the selection for conferment of the appointments all subjects that received less than the said 15% threshold. The same article (art. 16, lett. a) states, in fact, that “the audited entity shall be free to invite any statutory auditors... to submit proposals ”, but all this is on condition of not precluding these subjects from participation in the selection procedure. In particular, the offices of the European Commission have specified that the purpose of the regulation is not to limit the PIEs’ freedom in inviting auditing firms to tender procedures, but to open the market to small and medium-sized auditing firms. It is stated in fact that, in the selection phase, the latter must not be penalised by criteria that could limit or exclude their participation.

CONSOB is therefore obliged to publish annually a list containing (a) all the auditing firms that currently hold PIE appointments, the turnovers of which in 2016 amounted to less than 15% of the total turnover recorded at the national level, and, on the basis of a reading of the aforementioned regulation, (b) the further auditing firms and natural person statutory auditors entered in the Register of Auditors held by the Ministry of Economy and Finance - MEF, that currently do not hold any PIE appointments (because they all fall within the category of subjects with PIE turnover of less that the aforesaid 15% threshold).

On the basis of the information provided by the auditing firms subject to CONSOB supervision, that currently hold appointments with Public-Interest Entities, it emerged that in 2016 only 4 auditing firms recorded a PIE turnover of more than 15% of the related national turnover: KPMG SpA, PricewaterhouseCoopers SpA, EY SpA and Deloitte & Touche SpA. The names of the remaining auditing firms and natural person statutory auditors are instead already present in the specific section “Statutory Auditing” of the Ministry of Economy and Finance website (link https://www.revisionelegale.mef.gov.it/opencms/opencms/Revisione-legale) where you can display and extract the indications about the names of all the auditing firms and the auditors entered in the Register held by the MEF.

Therefore the Commission, in accordance with the above obligation, has published on its website www.consob.it in the section “la Consob e le sue attività/soggetti e mercati/società di revisione” (CONSOB and its activities/subjects and markets/auditing firms) a specific section dedicated to auditors and auditing firms that recorded, in the previous calendar year, less than 15% of total fees for auditing from PIEs in the Member State of reference: (i) with a reference to the auditors entered in the Register of statutory auditors held by the Ministry of Economy and Finance – MEF and with the description of the related methods, for consulting, searching and extracting the data; ii) presenting the names of the aforementioned four auditing firms that during 2016 had a PIE turnover of more than 15%.


LISTED COMPANIES: QUOTAS FOR THE FILING OF THE LISTS IN THE ELECTION OF CORPORATE BODIES

On the basis of the provisions of art. 147-ter of the Consolidated Law on Finance and articles 144-ter et seq of the regulations for issuers, the Commission has published the minimum investments necessary for the filing of lists of candidates for election to the administration and auditing bodies of the 214 listed companies whose financial year ended on 31 December 2016 (resolution no. 19856 of 25 January 2017).

In order to define the stakes, with the necessary adjustments, the same interpretative criteria approved on adopting the resolutions for the publication of stakes relating to financial years from 2007 to 2015 were applied.

In particular:

  • where it was not possible to apply the criteria indicated in the regulation for issuers, the stake was determined as provided for generally in article 147-ter, paragraph 1, of the CLF, i.e. as 2.5% of the share capital. Reference is made, in particular, to companies whose shares were suspended from trading for the entire quarter in question (1 October - 31 December 2016) for purposes of calculating market capitalisation;

  • for companies whose shares were (a) suspended or (b) not traded for certain periods during the quarter in question, market capitalisation was calculated on the basis of available data, deriving from the capitalisation levels recorded on actual trading days;

  • for companies that did not take the option for an extension provided for in paragraph 6 of art 144-quater of the regulation for issuers, the dimensional class was determined on the basis of the prices recorded in the reference quarter or in the shorter period of effective trading;

  • for Snam SpA, following the effectiveness starting from 7 November 2016 of the demerger of Italgas SpA, the dimensional class was determined on the basis of the quotations recorded starting from this date up to the end of the quarter of reference to take into account the effects of the demerger;

  • for Banco BPM SpA, following the effectiveness starting from 1 January 2017, of the merger between Banco Popolare Società Cooperativa and Banca Popolare di Milano SCaRL, the dimensional class was determined on the basis of the quotations recorded starting from this date (period 2-17 January 2017) to take into account the effects of the merger.

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.


FORECAST BUDGET AND CONSOB CONTRIBUTION REGIME FOR 2017

The Commission has approved the Institute's budget for 2017.

Four macro-areas of action were identified in the financial planning for the three years 2017-2019 in keeping with the strategic plan: a) recruitment of new employees and reform of careers of personnel; b) development of the IT system; c) development of financial education activities; d) launch of the activity of the Arbitrator for Financial Disputes (AFD).

For 2017 the planned spending is € 135.17 million. The estimate includes strengthening of the personnel to adjust the staff structure to the greater supervisory needs, deriving from evolution of the legislative context; modernisation of the IT system, with the introduction of new software applications in support of the supervisory action. Also planned is development of the financial education activities needed to raise the level of awareness and competence of consumers. Finally the expenses associated with the launch of operations of the AFD are also included. Compared with the spending estimate for 2017 (€ 136.48 million), prepared in the previous financial planning related to the three years 2016 – 2018, the saving is € 1.31 million (-1.0%).

The estimate for 2017 takes into account the effects of the measures to rationalize management costs adopted by CONSOB in previous years, as well as the legal provisions on the matter of the spending reviews for public administrations.

The outgoings, as a result of the cessation of the public contribution from the State, are chargeable to the market and are covered mostly thanks to income from contributions, estimated for this year at € 115.06 million.


MEMO: THE CORPORATE GOVERNANCE OF ITALIAN LISTED COMPANIES: THE ANALYSES BY CONSOB, THE COMMITTEE FOR CORPORATE GOVERNANCE AND ASSONIME. MILAN, 17 FEBRUARY 2017

CONSOB, the Committee for Corporate Governance and Assonime are organising for this coming 17 February in Milan a meeting intended mainly for members of boards of directors and boards of statutory auditors on the subject of “Corporate Governance of Italian listed companies.

Taking part among others will be: Giuseppe Vegas (Chairperson of CONSOB), Gabriele Galateri di Genola (Chairperson of the Committee for Corporate Governance), Maurizio Sella (Chairperson of Assonime and of Emittenti Titoli), Andrea Sironi (Chairperson of Borsa Italiana) and Tommaso Corcos (Chairperson of Assogestioni).

The three analyses will be presented in detail during the meeting by representatives of the organisations that are promoting the event. For information and attendance please send a message to “mercatocapitali.quotate@assonime.it”.


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

  • The Institute's budget for financial year 2017 has been approved(resolution no. 19830 of 21 December 2016).

Takeover and exchange bids

  • Approval has been given for the document concerning the full mandatory takeover bid launched under the terms and for the purposes of articles 102 and 106 paragraph 1-bis of Italian Legislative Decree no. 58/1998 (CLF), by Europa Investimenti Special Situations SpA (EISS), for all ordinary shares issued by Mediacontech SpA (resolution no. 19860 of 26 January 2017).

  • The price has been determined for fulfilment of the obligation, on the part of Lem SpA, to purchase the ordinary shares issued by Alba SpA, under the terms of art. 108, paragraph 2, and art. 109 of Italian Legislative Decree no. 58/1998 (resolution no. 19857 of 25 January 2017).

Listed Issuers

  • The minimum equity investments for filing lists of candidates for election to the administrative and auditing bodies of companies whose company year end closed on 31 December 2016 have been published under the terms of arts. 144-ter et seq. of the regulation for issuers (resolution no. 19856 of 25 January 2017) .

Issue of Savings Securities for the Economy of Southern Italy
(art. 1, paragraph 3 of the Italian Ministerial Decree implementing art. 8, paragraph 4 of Italian Decree Law no. 70/2011)

In the absence of impediments, tacit consent has been formalised for the following issue:

  • Banca di Credito Cooperativo Montepruno di Roscigno e di Laurino Soc. Coop. for a maximum amount in bonds of € 5 million (decision of 25 January 2017).

Prospectuses

  • Approval has been given for the registration document relating to Unicredit SpA (decision of 27 January 2017).

  • Approval has been given for the second supplement to the base prospectus concerning the public offering programme of bonds issued by Banca di Credito Cooperativo di Roma SC (decision of 25 January 2017).

Registers and lists

  • Authorisation has been revoked for MoneyFarm Sim SpA, to provide order receipt and transmission services and investment consulting services, pursuant to art. 1, paragraph 5, letter f), of Italian Legislative Decree no. 58 of 24 February 1998, with consequent cancellation from the investment firm register pursuant to art. 20, paragraph 1, of the same decree (resolution no. 19853 of 25 January 2017).

  • Hansjoerg Algrang has been removed from the single register of financial consultants (resolution no. 19774 of 03 November 2016).

  • Gianni Dei Rocini has been suspended for two months as a disciplinary measure from the single register of financial consultants (resolution no. 19808 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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