Weekly newsletter - year XXIII - No. 44 - 4 December 2017
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 -
The National Commission for Companies and the Stock Exchange reports that:
- the company Centuren App Ltd is not authorised to use door-to-door selling for the promotion or placement, by means of distance communication techniques, of investment services or activities in Italy by any means and, therefore, including through the website centurenapp.pro;
-The companies Marketier Holdings Limited and Profitier Limited are not authorised to provide investment services and activities in Italy by any means and, therefore, including through the website centurenappsystem.pro;
- Mr Pierantonio Paggiaro, born in Legnago on May 12, 1981, is not authorised to provide investment services and activities in Italy by any means and, therefore, including through the website www.investingproltd.com.
ities in Italy, in any way and, therefore not even via the financialinst.com website.
The supervisory authority for European markets, the ESMA, has published two statements, addressed to investors and firms, concerning offerings of virtual currencies (so-called Initial coin offerings – ICOs; https://www.esma.europa.eu/press-news/esma-news/esma-highlights-ico-risks-investors-and-firms).
According to ESMA, an ICO (also known as initial token offerings or token sale), is an innovative way of raising money from the public by means of which a party offers "coins" and/or "tokens" in exchange for fiat currencies, such as the Euro, or other virtual currencies, such as the Bitcoin or the Ether. ICOs are carried out via the internet and on social media.
With particular regard to investors, the ESMA highlights that investments in ICOs are speculative in nature and may hide high, not easily perceived risks. The values of virtual currencies are extremely volatile and it may be more difficult for investors to redeem them. In addition, depending on how they are structured, there may be risks related to the inapplicability of controls put in place by European regulations on financial investments in order to protect investors. It is also not possible to exclude that some ICOs may have illicit purposes, such as money laundering and/or fraud.
With reference to the indications for firms, ESMA notes that, depending on the characteristics of the offer, it may constitute a regulated activity that must be carried out according to regulations on financial investments (the Prospectus Directive, MiFID, AIFMD and the Anti-Money Laundering Directive).
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Ireland (Central Bank of Ireland), Austria (Financial Market Authority - FMA), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), and Hong Kong (Securities and Futures Commission – SFC) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Redthorne Realisations Limited t/a Redthorne Markets (https://redthornemarkets.com), with declared offices in the United Kingdom.
Reported by the Central Bank of Ireland:
Maxwell Financial Services, with declared offices in the United States;
- Global Financial Protection Commission, with declared offices in the United States.
Reported by the FMA:
- Akanagi Group ( www.akanagi-group.com), with declared offices in Tokyo.
Reported by the FINMA:
- Magos Ai (www.magos.ai / www.aio.network), with declared offices in Zurich.
Reported by the SFC:
Fah Mai Holding Inc ( www.fahmaiholdings.com), with declared offices in Bangkok, Beverly Hills and London;
Rising International Management Company Limited ( www.fxrising.com), with offices in New York ;
Eastern Land Capital Partners Limited (www.easternlandcp.com), with declared offices in Hong Kong;
- Tokai National Partners (www.tnpsecurities.com), with declared offices in Tokyo.
Today, December 4, from 9:00 to 12:30, at the CONSOB Auditorium in Rome (entrance at Via C. Monteverdi, 35) a convention entitled: "La better regulation nel sistema istituzionale multi-livello" (‘Better regulation in the multi-level institutional system’) will be held.
The opening speech will be given by the President of CONSOB, Giuseppe Vegas. This will be followed by speeches, moderated by Adriana Rossetti (CONSOB), from Efisio G. Espa (Presidency of the Council of Ministers; Scuola Nazionale dell’Amministrazione), Diego Valiante (European Commission), Luigi Carbone (Council of State) and Roberta D’Apice (Assogestioni).
The second part of the convention will consist of a round table discussion, moderated by Mauro Bellofiore (CONSOB).
The full programme is available on the CONSOB website. Participation is free.
CONSOB has approved the prospectus relating to the admission to trading on the Mercato Telematico Azionario (MTA), Star segment, of Space3 Spa ordinary shares and market warrants to be issued as a result of the merger by incorporation of Aquafil Spa into Space3.
Space3 is a Special purpose investment vehicle ("SIV") whose purpose is to search for a target company with which to carry out a significant transaction according to its Articles of association. It was incorporated on October 6, 2016 and ordinary Space3 shares and Space3 market warrants have been admitted to trading on the Mercato telematico degli investment vehicles (MIV), SIV segment, since April 5, 2017.
As a result of its search activities, Aquafil, a joint stock company, active both in Italy and abroad, whose purpose, both directly and through subsidiaries, is the production, processing, transformation and marketing of yarns, with particular reference to the sectors of textile flooring and synthetic fibres for clothing, was identified as a company with which to carry out the significant transaction. As a result of the merger Space3 will take the name Aquafil Spa.
The corporate merger transaction is broken down into the following corporate transactions:
the acquisition, by Space3, of 6,370,080 ordinary Aquafil shares held by Aquafin Capital Spa, corresponding to a shareholding of 24% of the share capital of Aquafin, at a price of 16.95 per share;
The merger by incorporation of Aquafil into Space3 with simultaneous issue in exchange to Aquafil shareholders, other than Space3, of ordinary shares and special shares ("B shares") and simultaneous cancelling of Aquafil shares held by Space3 as a result of the acquisition.
The merger was registered in the Trento and Milan Business Registers on November 10 and 13, 2017, respectively. The efficacy of the merger has the precedent condition of the issue of the measure for admission to listing on the MTA from Borsa Italiana, which occurred on November 27, and the authorisation for publication of the prospectus from CONSOB.
In order to implement the merger, the Space3 extraordinary meeting held on July 27, 2017 approved a capital increase in service of the exchange ratio for a maximal nominal amount of 45,065,850 euros, to be carried out by February 28, 2018, by means of the issue of a maximum of 36,684,083 ordinary shares in exchange, with the same characteristics as the Space3 shares currently in circulation, and a maximum of 8,316,020 special B shares, which will be solely assigned to Aquafin Holding Spa in exchange for the special B Aquafil shares held by the same.
The Space3 and Aquafil Board of Directors have determined the exchange rate as 1.69453 newly issued Space3 shares for each Aquafil share, with regard to both the ordinary shares and the B shares. As a result of the merger the share capital of the issuer will be represented by ordinary shares, post-merger B shares (so-called multiple-vote shares) and C shares (special shares).
The 8,316,020 B shares will be entirely held by Aquafin Holding Spa; at the effective date of the merger; in addition 80,000 C shares held by Space Holding Spa will be in circulation.
The B and C shares will not be covered by the request for admission to trading.
At the prospectus date Space3 has issued the following warrants, exercisable from the date of efficacy of the merger:
- 3,750,000 warrants named "market warrant Space3 Spa" which will not be subject to exchange in the context of the merger and will be renamed "market warrant Aquafil Spa." (the "market warrants");
- 800,000 warrants named"sponsor warrant Space3 Spa.", which will not be subject to exchange and will be renamed "sponsor warrant Aquafil Spa" (the "sponsor warrant").
Furthermore, at the effective date of the merger, a further 3,750,000 market warrants will be issued that, alongside the market warrants mentioned above issued by Space3, will be admitted to trading on the MTA, Star segment.
Among the "investor warnings" and in the "risk factors" chapter, the prospectus reports the risk elements in reference to the issuer and the Aquafil group post-merger, the business sector in which the group will operate and the financial instruments issued by Space3.
CONSOB has extended the appointment of two constituents of the Board of Auditors Maurizio Meloni (President) and Biagio Mazzotta (Member), until their replacement and in any case not beyond February 14, 2018 (resolution n. 20203 of November 29, 2017).
The Board of Auditors is made up of three constituents who remain in office for three years and can only be sworn in once.
The current constituents of the Board, Maurizio Meloni, Biagio Mazzotta and Matilde Carla Panzeri (appointed with resolutions n. 19078 of December 10, 2014 and n. 19167 of July 1, 2015, respectively), have all already been sworn in once and therefore cannot be re-elected.
The appointment of the individual constituents expires on the following dates:
- Maurizio Meloni: December 31, 2017;
- Biagio Mazzotta: December 31, 2017;
- Matilde Carla Panzeri: July 15, 2018.
The CONSOB Board of Auditors, established on September 1, 2011 and installed on February 24, 2012 is responsible for supervising the administrative and accounting regularity of the Commission.
On November 30, CONSOB President Giuseppe Vegas spoke at a hearing before the Finance Commission of the Chamber of Deputies with regard to the investigation on the topics related to the Impact of financial technology on the financial, credit and insurance sector.
The text of the speech is available on the CONSOB website in the section "CONSOB and its activities/Communications/Hearings.
The next professional training course for journalists organised by CONSOB will be held on December 14, in Milan.
The subject will be the strengthening of protective measures for small investors in light of the new European regulations applicable from January 2018.
The course will concentrate on some of the main changes envisaged by MiFID2, the new version of the European directive concerning the provision of investment services, and by the PRIIPs regulation, the legislation on pre-assembled financial products distributed by banks and insurance companies to small investors.
In particular, there will be a focus on certain aspects: product governance, i.e. the obligation imposed on intermediaries to design financial products for retail according to criteria that are adapted to the risk profile of the addressees; product intervention, i.e. the power held by national regulatory and supervisory authorities to prohibit the offer and sale of certain, particularly complex, financial products; and the Key Investor Information Document – KIID, which will accompany prospectuses.
The event will take place on Thursday December 14, from 09:00 to 13:00, at the CONSOB Headquarters in Milan at Via Broletto, 7.
The course entitles participants to four educational credits.
Registration is through the SIGEF platform of the Italian National Council of the Order of Journalists.
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)
The prospectus relating to the admission to trading on the MTA, Star segment, of Space3 Spa ordinary shares and market warrants to be issued as a result of the merger by incorporation of Aquafil Spa into Space3 has been approved (decision of December 1, 2017)
- The adhesion period for the obligatory public purchase offer promoted pursuant to article 106, paragraph 1, of Legislative Decree no. 58 del 1998, da Hrd Italia Srl on all the shares issued by Gequity Spa, of fifteen open stock exchange days and thus until December 22 2017 (resolution no. 20198 dated November 22, 2017).
Registers and lists
Expulsion of Mauro Da Lio from the single register of financial advisers (resolution n. 20156 of October 11, 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.