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Weekly newsletter - year XXIII - No. 6 - 20 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 -

COMMUNICATIONS FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority – FCA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Ireland (Central Bank of Ireland), Austria (Financial Market Authority - FMA), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Belgium (Financial Services and Markets Authority – FSMA), the United States (Securities and Exchange Commission - SEC), Hong Kong (Securities and Futures Commission – SFC) and Republic of China - Taiwan (Financial Supervisory Commission - FSC) report companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Donaldson Findlay (www.donaldson-findlay.com), with declared headquarters in London;

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

  • Broad Reach Investments (www.broadreach-investments.com), clone of the authorised company Keystone Management Ltd/Keystone Capital (www.keystone-capital.co.uk), with declared headquarters in London;

  • Blacksmith Investments Limited (www.blacksmithinvestments.co.uk), with declared headquarters in London;

  • Harbex Finance Services (www.harbexfinancier.nu), with declared headquarters in London;

  • Boston Private Law Group Llp (www.bostonplg.org), with declared headquarters in Boston;

  • Jazz Loans (www.jazzonthehill.co.uk);

  • Wainscott Consulting Group (www.wainscottconsulting.com), with declared headquarters in New York.

Reported by the CNMV:

  • OPV Advisor Ltd (www.opv-advisor.com).

Reported by the Central Bank of Ireland:

  • Drakefield Corporate Partners (USA);

  • Colbert & Welling Llp (USA);

  • Asashi Mergers & Acquisitions (Japan).

Reported by the FMA:

  • Eur Investment Limited (www.optionsvip.com), with declared headquarters in London;

  • Pacific Sunrise UK Ltd (www.cfdstocks.com), with declared headquarters in London.

Reported by the FINMA:

  • Canton Securities Geneva Ag (www.cantonsecurities.trade).

Reported by the FSMA:

  • Amicus Investment;

  • Asashi Mergers & Acquisitions Group;

  • Atlantic Global Asset Management;

  • Brookfield99/Brookfield Investment Management (clone of an authorised company);

  • Capital Invest Europe;

  • Cressman Financial Group/Tian Xi Fu Limited/Hongkong Ztwow Trade Limited;

  • Eastern Quay Asset Management;

  • Fujitsu Global/Asian Mercantile Exchange/Centric Limited;

  • Global Consulting Europe;

  • Monex Financial/Monex Bmo Securities/Symando Corporation Limited/Dfan Limited;

  • Nikko Desjardins Asset Management/Xieze International Trading Limited/Gradual Investments Limited;

  • Red Shield Financial/Rong Aviva Limited;

  • Rubin Dunn;

  • Tatsuno International;

  • Thornwood Financial/Long Will Limited;

  • William Paulstern/Camdan Limited.

Reported by the SEC:

  • Weinstein & Younge Asset Management Group (www.weinsteinyounge.co), with declared headquarters in San Francisco;

  • Turner, Liebermann & Cohen (www.tlc-law.com), with declared headquarters in New York;

  • Stephen Schmidt Capital Ventures Inc. (www.stephenschmidtcv.com), with declared headquarters in Baltimore;

  • Stanford Law Firm (www.stanfordlawfirm.com), with declared headquarters in Wilmington;

  • Quantum Private Equity (www.quatumpe.us), with declared headquarters in New York;

  • Costello & Rubin Attorneys at Law (www.candr-lawyers.net), with declared headquarters in Boston;

  • Bradley & Nowell (www.bradleynowell.com), with declared headquarters in Newark.

Reported by the SFC:

  • Seres Bio;

  • Horizon Holdings Ltd;

  • Castle Holdings Limited;

  • King’s Vision Group Limited;

  • www.fxjupiter.com.

Reported by the Central Bank of Ireland:

  • Drakefield Corporate Partners (USA);

  • Colbert & Welling Llp (USA).

Reported by the Taiwan FSC:

  • Tiger Brokers;

  • Celestial Trinity Limited, with declared headquarters in Taipei (Taiwan);

  • Thornwood Financial, with declared headquarters in Taipei (Taiwan).


08 MAY 2017: CONSOB’S NEXT ANNUAL MEETING WITH THE FINANCIAL MARKET

CONSOB's next annual meeting with the financial market will be held in the morning of Monday 08 May 2017.

The appointment is set at Palazzo Mezzanotte in Piazza Affari in Milan.


THE IOSCO BOARD MEETING IN MILAN

Wednesday and Thursday of this week, 22 and 23 February, one of the periodic meetings of the board of IOSCO (International Organization of the Securities Commissions) will be held in Milan. The Board is the governing body of the association of the Authorities supervising the securities markets of more than 115 countries. The Authorities of 34 countries are represented on the board; among these is CONSOB, which is a permanent member.

IOSCO’s objective is to develop, promote and implement (also in collaboration with the G20 and the Financial Stability Board) international standards to facilitate investor protection and market integrity, and to combat market abuse.


MEMO - SECURITIES MARKETS: TRENDS, RISKS AND POLICIES - CONSOB–ESMA–BOCCONI CONFERENCE

CONSOB, ESMA and Bocconi University, through the Baffi - Carefin Research Centre, are organising the conference entitled "Securities markets: trends, risks and policies” on 24 February 2017 in Milan, at Bocconi University, Room AS01 (via Rontgen 1), starting a 8:45 a.m.

The conference will be opened by the Deputy Rector for Research of the Bocconi University, Marco Ottaviani, and by the CONSOB commissioner, Carmine Di Noia.

The keynote speaker will be Professor Colin Mayer, Peter Moores Professor of Management, Said Business School, University of Oxford.

The event will be structured in two academic sessions:

1. “Securities and Financial Markets”, chaired by Massimo Guidolin (Bocconi University);

2. “Financial Institutions and Corporate Finance”, chaired by Giovanni Siciliano (CONSOB);

A policy session will follow on the subject of “Technology and Financial Services:The Development and Regulation of Robo-advice”, chaired by Francesco Saita (Bocconi University).

The complete programme with guidelines for registration will be available on the CONSOB (www.consob.it) and Bocconi University (www.unibocconi.it) websites.

The conference will be held in English and attendance is free, after registration online at the web address www.unibocconi.it/eventi.


THE FIFTH ANNUAL REPORT ON CORPORATE GOVERNANCE PUBLISHED

CONSOB’s fifth annual Report on the corporate governance of listed companies in Italy has been published. The Report, available on the website www.consob.it, annually presents a picture of the corporate governance scenario of the companies listed in Piazza Affari. The latest edition confirms the characteristics of the Italian financial market, including a large number of companies that have a controlling shareholder and low contestability.

At the same time, the report highlights a number of elements that go in the direction of greater openness, such as a reduction in shareholders' agreements and a slight increase in companies with widespread shareholdings. According to the latest data, the number of women in corporate bodies is growing strongly.


UNICREDIT CAPITAL INCREASE: CONSOB APPROVES THE SUPPLEMENT TO THE PROSPECTUS

CONSOB has approved the supplement to the prospectus in tripartite format 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. The prospectus had been approved on 27 January 2017 (registration document – see “CONSOB Informs” no. 3/17) and 03 February (securities note and summary note - see “CONSOB Informs” no. 4/17).

The Commission also transmitted the documentation to the competent authorities of Germany and Poland pursuant to art. 11, paragraphs 1 and 3, of the issuers’ regulations, aimed at obtaining the community validity of approval of the supplement, under the terms of arts 17 and 18 of Directive 2003/71/EC.

The supplement incorporates the update of certain information contained in the prospectus consequent to:

a) approval of the preliminary economic and financial data of the UniCredit group related to financial year 2016 (“2016 preliminary data”) by the issuer’s board of directors on 09 February 2017;

b) signing, on 04 February 2017, of the agreement with the trade unions in relation to the redundancies provided for in Italy by the bank’s strategic plan.


ELECTIONS OF THE ADMINISTRATIVE AND AUDITING BODIES OF OVS SPA

In accordance with Art. 144-septies, paragraph 1 of the Issuers’ Regulations, the Commission has identified the minimum equity interest for the presentation of candidate lists for the election of administrative and auditing bodies of the listed company OVS SpA (1%), whose financial year ended on 31 January 2017(resolution no. 19880 of 15 February 2017).

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.


CONSOB: 2017 CONTRIBUTION REGIME

Approval has been given for the CONSOB contribution regime for 2017. For subjects resident in the areas affected by the earthquake an extension of the terms of payment up to 30 November 2017 is provided for (resolution no. 19877 of 15 February 2017).The amount of the contributions and the methods of payment are detailed in resolutions no. 19827 and no. 19828, both of 21 December 2016. The indication of the subjects obliged to pay is, instead, contained in resolution no. 19826 again of 21 December 2016.

The total revenue forecast for the contribution regime for 2017 is € 115.06 million.

The resolutions have been published in the CONSOB Newsletter and are being published in the Official Journal.


- 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

  • Approval has been given for the CONSOB contribution regime for 2017, adopted, under the terms of art. 40 paragraph 3 of Italian Law no. 724/1994 (resolutions nos 19826, 19827 and 19828 of 21 December 2016).

Markets

  • Spafid Connect SpA, with headquarters in Milan, is authorised

- under the terms of art. 113-ter, paragraph 4, lett. a), of Italian Legislative Decree no. 58/1998, to operate the Disclosure of Regulated Information System – DRIS entitled “eMarket SDIR” (resolution no. 19878 of 15 February 2017);

- under the terms of art. 113-ter, paragraph 4, lett. b), of Italian Legislative Decree no. 58/1998, to operate the Mechanism for the Centralised Storage of Regulated Information entitled “eMarket Storage” (resolution no. 19879 of 15 February 2017).

Spafid Connect takes over from Bit Market Services SpA both in operating the Storage Mechanism renamed “eMarket Storage” and in operating the Disclosure of Regulated Information System – DRIS entitled eMarket SDIR” and is registered in the lists, held by CONSOB, under the terms of arts 116-septies, paragraph 3 and 116-undecies, paragraph 3, of the regulation concerning rules for issuers. Consequently Bit Market Services SpA is cancelled from the same lists.

Listed Issuers

  • On the basis of the provisions of Arts. 144-ter et seq. of the Issuers' Regulations, the Commission published the minimum equity interest for the presentation of lists of candidates for the election of boards of directors and statutory auditors of the company OVS SpA (resolution no. 19880 of 15 February 2017).

Prospectuses

  • Approval has been given for the supplement to the prospectus in tripartite format related to the public offering and listing of UniCredit SpA ordinary shares (decision of 15 February 2017).

  • Approval has been given for the supplement to the registration document and base prospectus concerning the programme of public offering and/or listing of bonds issued by Iccrea Banca SpA - Istituto Centrale del Credito Cooperativo (decision of 15 February 2017).

Registers and lists

  • Paolo Borghi has been removed from the single register of financial consultants ((resolution no. 19869 of 01 February 2017).

  • Vincenzo Torchia has been suspended for sixty days, as a precautionary measure, from practising as a financial consultant authorised to make out-of-office offers (resolution no. 19872 of 08 February 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 Ferri, 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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