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Weekly newsletter - year XXIII - No. 4 - 6 February 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 ON THE BUYING AND SELLING OF DIAMONDS

CONSOB calls the attention of the public and of intermediaries on the buying and selling of diamonds with regard to which it has received reports from consumers’ associations.

These concern commercial proposals made by specialised companies that operate through their websites or through bank branches. In these proposals diamonds are generally presented as a long-lasting, secure investment, with a possible prospect of a rising price over time and with a significant emphasis on the safe-haven characteristics. The purchase prices of the diamonds, determined directly by the proposer, are alleged to be higher than their market value. It is also alleged that, owing to the lack of transparency of the proposals, it is unclear what part of the price is due to the actual cost of the diamond and what instead is represented by the fees charged by the proposer companies and by the banks at the moment of the transaction.

The rules on transparency and correctness of investment services are not in themselves applicable to the sale of diamonds or of any other tangible assets even if this occurs through the banking channel nor, in these cases, is the publication of a prospectus provided for. However, as already clarified by CONSOB (Communication no. 13038246 of 6 May 2013), the sale of a tangible asset, such as diamonds, can assume the characteristics of an offering of a financial product if elements such as promises of returns, repurchase obligations, making of profits or constraints on the enjoyment of the asset are explicitly provided for, also through related contracts.

On the possible presence of these elements CONSOB has in progress specific investigations and has begun collaboration with the Bank of Italy and with the Italian Anti-Trust Authority.

It is, in any case, of fundamental importance that potential purchasers be informed that these are investments that can present risks that are not immediately perceivable. CONSOB, therefore, calls the attention of the public to this circumstance and to the need to take the maximum caution in carrying out such operations and recommends always following the general rule of considering acceptance of contractual proposal only when one has an adequate understanding and only when assisted by clear and complete documentation.

Finally, CONSOB affirms the need for the purchase bidders - in particular if they are banking operators, conscious of the objective reliability offered by their specific professional position - to make the potential buyers completely aware of the rules applicable, the contractual conditions and the cost, including fees, present in the sales transactions proposed at the branch.


OTHER CONSOB COMMUNICATIONS FOR INVESTOR PROTECTION

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

  • the company Markets Capital Ltd is not authorised to provide investment services and carry out business in Italy in any way, including through the website www.paydayoption.com;

  • the company Hansa Equity SpA – which declares that it has its headquarters in Italy – is not entered in the companies register and is not authorised to provide investment services or do business in Italy in any way, including through the website www.hansa-equity.com.


COMMUNICATIONS FOR INVESTOR PROTECTION OF OTHER AUTHORITIES

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Poland (Polish Financial Supervision Authority - KNF) and Ireland (Central Bank of Ireland) report companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

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

Reported by the KNF:

  • Gkfx Financial Services Ltd. Sp. z o.o..

Reported by the Central Bank of Ireland:

  • Colbert & Welling Llp;

  • Drakefield Corporate Partners.


UNICREDIT CAPITAL INCREASE: CONSOB APPROVES THE PROSPECTUS

Approval has been given for the securities note and summary note related to the public offering and listing on the Mercato Telematico Azionario (MTA market) organised and managed by Borsa Italiana SpA, on the Frankfurt Stock Exchange and on the Warsaw Stock Exchange, of Unicredit SpA ordinary shares.

With this CONSOB has authorised the publication of all three components of the prospectus on the share capital increase of Unicredit, which has chosen the option of the so-called “tripartite” prospectus. The first component, that is the registration document, had already been approved, in fact, this past 27 January (see “CONSOB Informs” no. 3/17). The securities note, which describes the main elements of the operation, also updates the registration document.

The UniCredit extraordinary shareholders' meeting approved this past 12 January the share capital increase to be carried out by cash contribution for a total maximum amount of € 13 billion including any issue-premium, to be completed, also in one or more tranches, by 30 June 2017, in a divisible form, by issuing ordinary shares to be offered as an option to shareholders who hold ordinary shares and to holders of the bank’s savings shares.

In relation to the capital increase, the bank has signed the “underwriting” contract with the financial institutions that act in the capacity of guarantors under the terms of which the guarantors have undertaken to subscribe, severally and with no constraint of solidarity, any shares deriving from the capital increase that remain unopted at the end of the offer on the stock exchange up to a total maximum amount of € 13 billion.

The offer represents a public offering in Italy, and following the so-called passporting procedure (pursuant to article 11, paragraph 1 and 58 of the regulations for issuers), a public offering in Germany and Poland.

The offer as an option regards newly-issued ordinary shares, with no face value, to be offered to holders of ordinary shares and of savings shares at the subscription price of € 8.09 per share (of which € 0.01 as capital and € 8.08 as a premium), in the issue ratio of 13 newly-issued ordinary shares for every 5 ordinary and/or savings shares held. Up to a maximum of 1,606,876,817 new ordinary shares will be issued, for a total amount of a maximum of € 12,999,633,449.53.

The subscription price of the new ordinary shares - which will have the same characteristics and attribute the same rights of the UniCredit ordinary shares already outstanding - incorporates a discount of approximately 38% compared to the theoretical ex-right price or TERP of the UniCredit ordinary shares, calculated according to the current methods, on the basis of the official stock exchange price of 1 February 2017.

The offer as an option in Italy and Germany begins on 6 February and ends on 23 February 2017. In Poland it runs from 8 to 22 February 2017. The option rights can be traded on the MTA from 6 to 17 February 2017, and on the Warsaw stock exchange from 8 to 17 February 2017.

The capital increase is one of the main actions of the UniCredit group’s 2016-2019 strategic plan to enable maintenance of the group’s capital requirements, and to bring them into line with those of the main European competitors. Among the other actions contemplated by the strategic plan are a number of operations aimed at improving capital asset quality. One of these is the “Fino project” (reducing the non-core loan portfolio classified as “bad loans” through a market operation) and another is the “Porto project” (increasing the degree of coverage on bad loans and probable defaults of the Italian loan portfolio). Others involve the transfer of capital assets (“M&A” operations) some of which completed at the date of the securities note and some in progress at the above date.

The BoD of 1 February approved the implementation of the Fino project which is "entering into the executive stage" with the aim of completing it in 2017. The operation to reduce the risk profile related to a bad loan portfolio of € 17.7 billion, divided into two stages, will be carried out with a securitisation through which Unicredit will sell to Pimco and Fortress a majority vertical tranche during stage 1 which will take place at the latest by the end of 2017. The entire disposal in the context of the Fino project (stage 2) should occur during the period of the strategic plan.

The operation to strengthen the capital is also a need stressed by the supervisory authorities. In addition the strategic actions of the plan constitute planned measures to tackle some of the group’s weaknesses, including as regards profitability, highlighted also by the European Central Bank (ECB) at the end of the Supervisory Review and Evaluation Process (“SREP”) 2016.The ECB will proceed to assess for the purposes of the next SREP all the actions taken by the group in execution of the strategic plan together with the further profiles to be assessed in the context of this process.

In the “warnings for the investor” provided at the beginning of the prospectus some risks associated with the issuer are summarised. Under the chapter "Risk factors", the prospectus also provides information for investors associated with the issuer and the Group it belongs to, and the business sector in which they operate.


SERVIZI SOCIETARI SRL TAKEOVER BID ON MERIDIE SPA SHARES

The Commission has approved the document concerning the full voluntary takeover bid launched, under the terms of article 102 of Italian Legislative Decree no. 58/1998 (CLF), by Servizi Societari SRL on Meridie SpA ordinary shares (resolution no. 19871 of 3 February 2017).

Servizi Societari is a company set up on 30 April 2008 whose capital is divided among the members of the Lettieri family. The bidder and the subjects acting in concert with it hold, directly and indirectly, 39.927% of the issuer’s share capital. The offer has been launched with the aim of delisting the issuer.

Meridie SpA, whose capital consists in part of shares listed on the electronic Market for Investment Vehicles (MIV) – “Special Investment Vehicles” (SIV) segment and in part of unlisted shares, has the business strategy of investment and management of financial instruments of companies (listed and unlisted), mainly majority stakes, with the objective of facilitating their long-term development.

The bid regards 37,409,020 Meridie shares representing approximately 60.073%of the share capital of the same, of which: (i) 34,949,020 shares listed on the MIV - SIV Segment, equivalent to 56.122% of the Meridie share capital and (ii) 2,460,000 unlisted shares equivalent to 3.950% of the Meridie share capital.

The bidder will pay a unit price of € 0.10 for each share brought in acceptance of the bid. The maximum total amount of the transaction is € 3,740,902.

The acceptance period will begin on 6 February 2017 and end on 3 March 2017, unless the terms are reopened. Payment of the price will be made on 10 March 2017.

The bid is subject to the regulations on the re-opening of the terms and the opinion of the independent directors. In the event of reopening of the terms, this last will take place on 13, 14, 15, 16 and 17 March 2017 and the related payment date will be 22 March 2017.

Effectiveness of the bid is subject, among other things, to the circumstance that the acceptances involve a total number of shares such as to enable the bidder to come to hold, together with the persons acting in concert, a total stake of at least 66.67 % of the shares issued (minimum quantity condition). The conditions may be waived by the bidder.

The bidder has declared that if at the outcome of the bid it should have a shareholding of over 90% of the share capital represented by listed shares of the issuer it will not restore the float and will comply with the purchase obligation pursuant to art. 108, paragraph 2 of the CLF with reference to all the Meridie shares, both listed and unlisted.

The bidder has further stated that if, as a result of the bid, it has a stake of at least 95% of the issuer's share capital, it will fulfil the obligation to purchase pursuant to art. 108, paragraph CLF and exercise the right to purchase pursuant to art. 111, paragraph 1, of the CLF through a joint procedure. This procedure will apply with reference to all the Meridie shares (both listed and unlisted).

The issuer’s communication pursuant to art. 103, paragraph 3, Consolidated Law on Finance and art. 39 of the regulations for issuers, accompanied by the fairness opinion and the opinion of the independent directors, is published together with the bid document.


SOFIL SAS TAKEOVER BID ON PARMALAT SPA SHARES

The Commission has approved the document concerning the full voluntary takeover bid launched under the terms and for the purposes of articles 102 et seq. of Italian Legislative Decree no. 58/1998 (CLF), by SoFIL SAS, for all shares issued by Parmalat SpA (resolution no. 19862 of 30 January 2017).

The bidder, Société pour le Financement de l’Industrie Laitiere (SoFIL), is a French-law company belonging to the Lactalis group and indirectly controlled by Emmanuel Besnier.

The issuer, listed on the stock exchange since 6 October 2005, was incorporated under the terms of the arrangement proposal, prepared pursuant to art. 4-bis of Italian Law Decree no. 347 of 2003, relating to the 16 companies of the former Parmalat group which had been admitted to the receivership procedure back in 2003, and which were brought together in it, starting from 1 October 2005. In the context of the arrangement proposal the resolution of a divisible capital increase (Aucap 2005) was provided for. As part of the execution of this, which was extended up to 2020 and divided into several tranches, from time to time new shares - accompanied by 2020 warrants - are issued to be assigned to creditors.

Parmalat has been controlled by SoFIL since 15 July 2011, the date on which the full voluntary takeover bid launched by the said SoFIL was completed, and on the outcome of which the latter became the owner of 83.34% of the Parmalat share capital.

The bid constitutes the instrument for implementing the bidder’s programme aimed at acquiring the issuer’s entire share capital and at achieving the delisting of the issuer’s shares from the Mercato Telematico Azionario (MTA market). The Lactalis group, to which the bidder belongs, intends in fact to continue to support the issuer’s growth, pursuing future strategies aimed at strengthening the competitive positioning of the Parmalat group.

Emmanuel Besnier and the companies he controls, Jema I Sc, Bsa SA and Claudel Roustang Galac SA are subjects that are acting in concert with the bidder.

The bid regards 227,419,208 shares, representing 12.26% of the issuer’s share capital, that is all the shares issued and subscribed at the said date, less the total of 1,627,713,708 shares (representing 87.74% of the share capital) currently held by SoFIL. The shares involved in the bid include 2,049,096 treasury shares held by Parmalat, equivalent to 0.11% of the issuer’s share capital.

The bid - if new Parmalat shares to be assigned to the issuer’s unsecured creditors with proof of claim are issued within the acceptance period or during any reopening of the terms, in execution of the capital increase resolved by the Parmalat shareholders meeting of 1 March 2005 and extended with resolution of 27 February 2015 - will also regard:

- a maximum of 52,851,928 shares, possibly issued and assigned, within the acceptance period as part of the tranches b.1 and b.2 of the 2005 capital increase, destined for creditors (“shares destined for creditors”);

- a maximum of 7,034,865 shares, possibly issued within the acceptance period as part of the tranche b.3 of the 2005 capital increase, in service of the exercise of the “Parmalat SpA 2016 – 2020 ordinary share warrants” (the “2020 warrants”).

Therefore, in the eventuality of the emission of the maximum number of shares destined for creditors and the maximum number of shares in service of the warrants, the bid may concern up to a maximum total of 287,306,001 shares.

The 2020 warrants, which are not listed, are instead excluded.

Effectiveness of the bid is subject, among other things, to the circumstance that the acceptances involve a total number of shares such as to enable the bidder to come to hold, together with the persons acting in concert, a total stake of more than 90% of the issuer’s share capital (threshold condition). In particular, the threshold condition was determined on the basis of the bidder’s objective of achieving delisting of the issuer’s shares from the MTA market.

The bidder may waive wholly or in part, where possible under the terms of the law and within the limits and according to the methods provided for in art. 43 of the regulations for issuers, each of the conditions of the bid.

The bidder will pay a price, in cash, of € 2.80 for each share brought in acceptance of the bid. The total maximum amount of the bid is € 804,456,802.80.

The acceptance period will begin on 9 February 2017 and end on 10 March 2017, unless there is an extension and the terms are reopened. The price will be paid on the fifth stock market trading day after the end of the acceptance period, that is 17 March 2017.

The bid is subject to the regulations on the re-opening of the terms and the opinion of the independent directors. In the event of reopening of the terms, this last will take place on 20, 21, 22, 23 and 24 March 2017 and the basic price will be paid to acceptors of the bid on 31 March 2017.

The bidder has declared that if, together with the persons acting in concert, it ends up with a total stake of more than 90% but less than 95% of the issuer's share capital, it will not restore sufficient float to ensure the regular performance of trading of the shares on the MTA and it will fulfil the obligation to purchase pursuant to art. 108, Paragraph 2 of the Consolidated Law on Finance (CLF). If the bidder comes to hold instead a total shareholding of or more than 95% of the issuer’s 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 through the so-called “joint procedure”.

The issuer's statement, pursuant to art. 103, paragraph 3, of the CLF and art. 39, of the regulations for issuers, containing all useful information for understanding and assessing the bid, will be approved by the board of directors of Parmalat and made known to the market by the end of the day before the first day of the acceptance period.


FINANCIAL EDUCATION DAY

On 1 February theFinancial Education Day was held in Paris, at the ESMA (European Securities and Markets Authority).

After the introduction by the Chairperson Steven Maijoor, the session began with the keynote speeches of the general secretary of IOSCO, Paul Andrews, who in outlining the crucial areas of action for the purposes of protecting investors examined in depth the contribution of financial education and behavioural finance.

This was followed by the reflections of the first panel on the subject of measuring financial culture which, according to the OECD indications, constitutes the first step in defining the programmatic and operating objectives in the context of a national strategy of financial education.

The second panel, in which CONSOB took part, dealt with the subject of the segmentation of the population for the definition of programmes aimed at satisfying specific needs of groups of individuals united by similar conditions in terms of financial vulnerability, age, life cycle events or risk levels (such as household debt).

The importance of stimulating the motivation and participation by addressees of financial literacy programmes also emerged at the conference. This should be achieved through an interdisciplinary approach, simple and immediate communication and a strong reference to behavioural profiles.


APPOINTMENTS AT CONSOB

The Commission, with resolution no. 19864 of 1 February 2017, ordered an extension up to this coming 2 March of the temporary headships:

- of the AMC and UCITS Supervisory Office by Tiziana Togna;

- of the Market Supervisory Processes Automation and Integration Office by Maria Antonietta Scopelliti;

- of the Regulations Office by Adriana Rossetti.


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

The cycle of meetings on banking and finance is continuing. This is organised by CONSOB and the Cattolica del Sacro Cuore University, Department of Sciences of Economics and Business Management.

The fifth meeting of the 2016-17 academic year will be held on Wednesday 8 February from 11.30 in Classroom 100 of the Cattolica university, entrance at Via Necchi 9, Milan. The seminar, led by Zvika Afik (Ben Gurion University of the Negev, Israel) on the subject “Have credit ratings become more accurate?” analyses the continual evolution of the rating and how these today are more related to market data instead of to accounting data. In addition, it is noted that more sophisticated ratings can make it possible to foresee possible defaults.

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


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. Attendance at the meeting is free after registration via the following link: https://sites.google.com/site/lacorporategovernance/.


- 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) 

Takeover and exchange bids

  • Approval has been given for the document concerning the full voluntary takeover bid launched under the terms and for the purposes of articles 102 et seq. of Italian Legislative Decree no. 58/1998 (CLF), by SoFIL SAS, for all shares issued by Parmalat SpA (resolution no. 19862 of 30 January 2017.

  • The Commission has approved the document concerning the full voluntary takeover bid launched, under the terms and for the purposes of articles 102 et seq. of Italian Legislative Decree no. 58/1998 (CLF), by Servizi Societari Srl, for all shares issued by Meridie SpA (resolution no. 19871 of 3 February 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:

  • Cassa Rurale ed Artigiana - Banca di Credito Cooperativo di Battipaglia e Montecorvino Rovella for a maximum amount in bonds of € 5 million (decision of 1 February 2017).

Prospectuses

  • Approval has been given for the securities note and summary note related to the public offering and listing of Unicredit SpA ordinary shares (decision of 3 February 2017).

  • Approval has been given for the supplement to the registration document and base prospectus concerning the programme of public offering of bonds issued by Banco di Desio e della Brianza SpA (decision of 1 February 2015).

  • Approval has been given for the supplement to the registration document and base prospectuses concerning the programme of public offering of bonds and certificates issued by Bper Banca SpA (decision of 1 February 2015).

  • Approval has been given for the base prospectus, the supplement to the registration document and the supplements to the base prospectuses concerning the public offering and/or listing programme of bonds issued by Ubi Banca SpA (decision of 1 February 2017).

  • Approval has been given for the base prospectus concerning the programme of public offering of bonds issued by BCC dell'Oglio e del Serio SC (decision of 1 February 2017).

  • Approval has been given for the base prospectuses concerning the programmes of public offering and/or listing of bonds issued by Mediobanca SpA (decision of 2 February 2017).

Registers and lists

  • As a disciplinary measure Alberto Ferretti has been suspended for three months from the single register of financial consultants (resolution no. 19812 of 13 December 2016).

  • As a disciplinary measure Gianluca Eugeni has been suspended for two months from the single register of financial consultants (resolution no. 19858 of 25 January 2017).


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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