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Weekly newsletter - year XXIII - No. 16 - 2 May 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 OF OTHER SUPERVISORY AUTHORITIES FOR INVESTOR PROTECTION

The supervisory authorities of the United Kingdom (Financial Conduct Authority – FCA), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Sweden (Finansinspektionen), Hong Kong (Securities and Futures Commission - Sfc) and Argentina (Comisión Nacional de Valores), report the companies and websites that are offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Zeb Insurance;

     
  • Zenith Investor (www.zenithinvestor.com), with declared registered office in London;

     
  • Carmine Hoffman Law Firm Llp(www.carminehoffmanlaw.com), declared registered office in New York.

Reported by the FINMA:

  • Cartwright & Blyth (www.cartwrightblyth.com),declared registered office in Zurich;

     
  • Blakestone Property (www.blakestoneproperty.com), declared registered office in Geneva.

Reported by the Finansinspektionen:

  • Mwi Consultants;

     
  • The Elliot Private Equity and Commission on Financial & Securities Compliance.

Reported by the SFC:

  • Suisse Option / Primary Stream Limited;

     
  • Armor Asia Limited;

     
  • Juno Markets /Juno Markets Limited;

     
  • www.ads-securites.com;

     
  • Citic Tokyo International;

     
  • Jacob L. Callan;

     
  • Entrada Capital.

Reported by the Comisión Nacional de Valores:

  • Cnv Argentina.

***

The supervisory authority of Malta (Malta Financial Services Authority – MFSA) reports that certain unauthorised individuals are offering savers the opportunity to invest, through the web, in a virtual currency called OneCoin that has not been issued by any central bank or public authority.


MEMO: MONDAY 8 OF MAY THE ANNUAL CONSOB MEETING WITH THE MARKET: PRESS ACCREDITATION

The annual meeting between CONSOB and the financial market will be held on Monday 8 May 2017 in Milan, at 11 am, in the Borsa Italiana (Italian Stock Exchange) headquarters in Palazzo Mezzanotte.

Journalists, photographers and camera operators can apply for accreditation via email (salastampa@consob.it) to the CONSOB Press Office, stating their name, the publication they belong to and their contact details. Entrance to the pressroom of Palazzo Mezzanotte is in Via Vittore al Teatro 14.

The event can be followed live on Rai 3, other broadcasters and via streaming on www.consob.it. The speech by Chairman Giuseppe Vegas and the 2016 annual report will be available on the Italian Stock Exchange website.


TRANSPOSITION OF DIRECTIVE UCITS V: AMENDMENTS TO THE REGULATIONS

As a result of two consultations with the market last July, the Commission approved amendments to the CONSOB Issuers' Regulations (Resolution 19974 of 27 April 2017) and the joint CONSOB-Banca d'Italia regulation on the organisation and intermediary procedures providing investment services or collective investment management services (act of 27 April 2017).

The amendments to the two regulations transpose the Directive UCITS V (no. 2014/91/EU) on undertakings for collective investment in transferable securities (UCITS) at a secondary level, whose transposition into national law occurred with Italian Legislative Decree no. 71/2016, published in the Official Gazette of 20 May 2016.

In relation to the Issuers' Regulation, the amendments, mainly as they concern Annex 1B, Scheme 1 and article 15-bis, respond to the aim of transposing the new European rules concerning the role of the depositary and staff remuneration policies and practices with reference to the information requirements to be observed in the prospectus and in the KIID (Key investor information document).

Further amendments were made in order to adjust the content of the bid documentation concerning collective investment undertakings (CIU) to the transparency requirements on managers' recourse to securities and total return swap financing transactions, imposed on CIU at (both UCITS and AIF) by Regulation (EU) 2015/2365.

Finally, some fine-tuning amendments were made to the Issuers' Regulation in Part III and Annex II with the purpose of creating regulator coordination and terminological alignment with the works carried out during the transposition of the previous Directive 2011/61/EU (AIFMD).

The amendments to the joint regulation transpose the rules concerning remuneration policies dictated by the Directive UCITS V and by the ESMA Guidelines issued in this regard. Specifically: the rules currently envisaged for AIF (Alternative Investment Fund) managers has also been extended to UCITS managers; certain clarifications on the role of corporate bodies have been introduced; the structure of total remuneration is governed; the scope of the principle of proportionality is specified, to facilitate the application of rules consistent with the characteristics of the individual managers;

the rules applicable to remuneration of staff who also carry out activities other than collective asset management and staff of managers belonging to a banking group or investment firm have been clarified.

An explanatory report on the results of the consultation on the Issuers' Regulation and the report table on the consultation concerning the joint regulation, the observations made by participants and the related amendments made are available on the website www.consob.it.


MINIMUM SHAREHOLDING FOR THE ELECTION OF THE ADMINISTRATIVE AND CONTROL BODIES OF DAMIANI SPA AND PIQUADRO SPA

Based on article 147-ter of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance) and articles 144-ter and following of the Issuers' Regulation, CONSOB has published the minimum shareholding for submission of the list of candidates for election of the administrative and control bodies of the listed companies Damiani Spa and Piquadro Spa.

Without prejudice to the possible lower share envisaged by the bylaws, for both companies, whose financial year ended on 31 March 2016, the threshold was identified as 2.5% (Resolution no. 19975 of 27 April 2017).

The full text of the Resolution is available on the website www.consob.it, together with the table indicating the criteria used for determining the shares.


MEMO: BUSINESS JUDGEMENT RULE E VIGILANZA SUI MERCATI FINANZIARI' (BUSINESS JUDGMENT RULES AND SUPERVISION OF FINANCIAL MARKETS) CONFERENCE ON 26 MAY AT THE CONSOB AUDITORIUM IN ROME

CONSOB has organised a conference entitled ‘Business Judgement Rule e vigilanza sui mercati finanziari', to be held on 26 May 2017 at the Auditorium at its Rome Headquarters (Via Claudio Monteverdi 35).

The welcome will be given by Giuseppe Vegas, Chairman of CONSOB.

The conference will open with Giovanni Siciliano (CONSOB Studies Division). This will be followed by a presentation of the CONSOB legal framework ‘Business judgement rule e mercati finanziari fra efficienza economica e tutela degli investitori' (Business judgment rules and financial markets: between economic efficiency and the protection of savers), led by Simone Alvaro (CONSOB Legal Studies Office) and Marco Ventoruzzo (Bocconi University).

The debate will be moderated by Piergaetano Marchetti (Bocconi University). Speakers: Carlo Angelici (La Sapienza University); Angelo Apponi (General Manager of CONSOB); Renato Bernabei (judge of the Court of Cassation); Renzo Costi (University of Bologna); Stefano Micossi (General Manger of Assonime). The conclusions will be transmitted by CONSOB Commissioner, Giuseppe Maria Berruti.

The full programme can be found on the CONSOB website (www.consob.it). Participation is free, subject to prior conference registration using the SIPE form  available at www.consob.it. For further information, please write to convegni@consob.it.


Regulations

  • Amendments to the joint CONSOB-Banca d'Italia regulation on the organisation and intermediary procedures providing investment services or collective investment management services (act of 27 April 2017) and to the CONSOB Issuers' Regulation (Resolution no. 19974 of 27 April 2017) were approved.

Listed companies

  • Pursuant to articles 144-ter and following of the Issuers' Regulation, the minimum shareholding for submission of the list of candidates for appointment of the administrative and control bodies of the companies Damiani Spa and Piquadro Spa was published (Resolution no. 19975 of 27 April 2017).

Registers and lists

  • The removal of Ascomfidi Nord-Ovest Società Cooperativa, headquartered in Aosta, from the register of portal managers for equity crowdfunding, established pursuant to article 50- quinquies of Italian legislative decree of 24 February 1998 no. 58, was ordered (Resolution no. 19972 of 26 April 2017).

     
  • Expulsion of Gianfranco Ciarletti from the single register of financial advisers (Resolution no. 19900 of 1 March 2017).

     
  • Cautionary suspension, for one year, of Micol Piperno, from performing the activities of financial advisor through indirect networks (Resolution no. 19940 of 30 March 2017).

     
  • Sanctioning suspension, for three months, of Agostino Stefanelli from the single register of financial advisers (Resolution no. 19936 of 30 March 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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