Weekly newsletter - year XXIV - No. 1 - 2 January 2018
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 “nuovo Albo Provvisorio dei Consulenti Finanziari Autonomi” (‘new Provisional Register of Autonomous Financial Advisors) in which Mr. Massimiliano Locorotondo, born in Ostuni (BR) on 16/01/1983, claims to be registered does not exist;
the activity carried out through the websites thebitcoinscode.com/it/, the-bitcoin-code.com, thebitcoincode.com/it/ and the Facebook page www.facebook.com/The-Bitcoin-Code-Italiano-118728545441835 is not attributable to any party authorised in Italy to offer investments services or activities outside of its headquarters or to promote or place the same by means of distance communication techniques;
the companies Europe Trade Ltd, Ajn Trade Ltd and Eu Trading Services Llp are not authorised to provide investment services and activities in Italy by any means and, therefore, including through the websites www.europetradefx.com and www.hcpinvest.co.uk;
the company Europe Trade Ltd is not authorised to provide investment services and activities in Italy by any means and, therefore, including through
the website www.spot24trade.com;
the company Blue Seal Limited is not authorised to provide investment services and activities in Italy by any means and, therefore, including through
the website www.vix500.net;
the company Nostro Technology Ltd is not authorised to provide investment services and activities in Italy by any means and, therefore, including through
the website www.xlrtrade.com.
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Spain (Comisión Nacional del Mercado de Valores - CNMV), France (Authorité des Marchés Financiers - AMF), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Holland (Netherlands Authority for the Financial Markets - AFM), Ireland (Central Bank of Ireland), Portugal (Portuguese Securities Commission - CMVM), Hong Kong (Securities and Futures Commission - SFC), and Panama (Superintendencia del Mercado de Valores - SMV) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Hansa Capital Partners;
- Axeworth Securities (www.axeworthsecurities.ch), with declared offices in Zurich.
Reported by the CNMV:
- Exo Capital Markets Limited (www.trade12.com);
- Tiburon Corporation Limited (https://binomo.com).
Reported by the CSSF:
- Epargne Banque.
Reported by the FINMA:
- World Trade Capital (www.wt-capital.com), with declared offices in Zurich;
- Swiss Assets Fx Finance Ltd (https://swissassetsfx.com).
Reported by the AMF:
- Hollis Kookmin Financial (https://hkfglobal.com), with declared offices in Canada.
Reported by the Central Bank of Ireland:
- Kyburg Financial GmbH (Switzerland).
Reported by the CMVM:
- GTPcapital (www.GTPcapital.com), with offices in London.
Reported by the SFC:
- Cradle Heights.
Reported by the SMV:
- Sentinel Group;
- Imarkets Live.
* * *
The Belgian supervisory authority (Financial Services and Markets Authority - FSMA) once more puts investors on their guard regarding investments in diamonds, due to the continuous growth in offers of such investments and increasingly aggressive commercial and advertising practices.
CONSOB has adopted the new Markets Regulation which transposes, for the part related to markets, the regulatory changes introduced by the new European regulations concerning the provision of investment services and financial instrument markets, as defined by the MiFID2 directive (2014/65/EU) and by the MiFIR regulation (600/2014).
The main changes include the redefinition of the organisational and operational requirements for trading venues, i.e. regulated markets, multilateral trading systems (MTF) and the new type of organised trading system (Organised Trading Facility, OTF). Furthermore, transparency requirements and reporting of financial instrument trading are redefined. Entirely new, however, are the areas concerning the limits to positions in derivatives on goods and data communication services.
CONSOB’s new Markets Regulation, which repeals and replaces the current version, will come into force on the day following the date of publication in the Gazzetta Ufficiale. From the date of application of the new Markets Regulation subjects will be required to respect the communication obligations envisaged therein at the time of authorisation or start of operations and on the occasion of later changes in relation to the information provided.
A specific transitional regime has also been set up with the purpose of enabling prompt adaptation to the new information and communication requirements established by the renovated Markets Regulation for the subjects that, as of January 3, 2018, are already authorised, according to their respective regimes, and operational.
The resolution concerning the adoption of the new Markets Regulation alongside the illustrative report on the amendments made to the Regulation, including the results of the consultation that took place between July 31 and September 30, 2017, are available on the website www.consob.it.
The Commission has approved amendments to CONSOB’s Issuers’ Regulation (Regulation n. 11971 of May 14, 1999) aimed at adapting the CONSOB-issued secondary regulations to the (EU) Regulation n. 1286/2014, relating to documents containing key information for Packaged Retail and Insurance-based Investment Products (PRIIPs Regulation) – directly applicable in the Member States from January 1, 2018 - and the related implementing provisions contained in Italian Legislative Decree of February 24, 1998, n.58 (Consolidated Law on Finance – TUF).
The Key Information Document or KID is a mandatory document containing the key information that must be provided to retail investors when purchasing Packaged Retail and Insurance-based Investment Products (PRIIPs), in order to facilitate understanding and comparability.
The new provisions of the Issuers’ Regulation establish mandatory reporting to CONSOB of the documents containing key information (KID) for Packaged Retail and Insurance-based Investment Products (PRIIPs), in accordance with the provisions of article 4-sexies, paragraph 5 of the TUF.
These changes feature in Part II, Title I, within a new Chapter IV-bis. This Chapter contains two new articles, article 34-bis.1, which provides definitions, and article 34-bis.2 containing the provisions on the mandatory reporting of KIDs to CONSOB.
As regards, in particular, the mandatory reporting of KIDs to CONSOB, it is envisaged that this shall occur by means of depositing the document to the Commission, according to the procedures specified by CONOSB in its implementation guidelines (these guidelines were published on CONSOB’s website on December 22, 2017).
The resolution regarding the amendments to the regulation alongside the illustrative report on the amendments made to the regulation are available on the website www.consob.it.
CONSOB has organised a training course for journalists on the regulatory changes in force from 2018 due to the European regulations MiFID2 and PRIIPs.
The event will be held in Milan and Rome.
The Milan event will be held on Wednesday January 24, 2018, from 09:00 to 13:00 at the CONSOB offices on Via Broletto 7 (Cordusio zone).
The Rome event will be held on Monday February 5, 2018, from 09:00 to 13:00 at the CONSOB Auditorium with entrance at Via Claudio Monteverdi 35.
Registration is through the SIGEF platform of the Italian National Council of the Order of Journalists.
Participation is free and the course entitles participants to four educational credits.
The course will focus on the main regulatory changes in force from January 2018.
The new European regulation on providing investment services (MiFID2) introduces, among other things, product governance, i.e. the obligation for those that design financial instruments intended for small investors to take account of the investment requirements typical of small investors right from the initial planning phase. Product intervention is also introduced, i.e. the power held by national regulatory and market supervision authorities to implement bans on the offer and placement of financial instruments considered unclear or complex.
As regards the European regulation on packaged insurance-based investment products, intended for retail investors (PRIIPs), the course will focus on the new KID (Key Information Document) tool, the informative document that describes the characteristics of the product offered in just a few pages. Finally, the course will outline the future developments of the European regulations on prospectuses.
The course is run by CONSOB speakers. The works will be introduced by CONSOB Commissioner Carmine Di Noia.
For any information requests please contact the secretary of the CONSOB press office: (+39) 06 8477413 – (+39) 06 8477658 or the email address email@example.com.
CONSOB has approved the prospectus relating to the public subscription offer and admission to listing on the Mercato Telematico Azionario (MTA) of ordinary Industria e Innovazione Spa (Indi) shares.
On June 29, 2017, the extraordinary shareholders’ meeting of Indi resolved upon:
- a paid share capital increase, divisible, for a maximum amount of
3,040,124.33 euros, by means of the issue of a maximum of 37,486,120 new ordinary shares, at the price of 0.0811 euros (of which 0.02 as share premium) per each new share, to be offered as an option to the shareholders holding ordinary Indi shares, in the ratio of 8 new ordinary shares for every 5 ordinary shares held (“option capital increase”). Option rights must be exercised, under penalty of expiration, in the period between December 29, 2017 to January 25, 2018, inclusive, and may be traded on the Stock Exchange from December 29, 2017, to January 19, 2018. Within the month following the end of the bidding period the option rights not exercised will be offered on the Stock Exchange by the company, in accordance with article 2441, paragraph 3 of the Italian Civil Code;
- an indivisible share capital increase for 43,000,000.02 euros, by means of the issue, with exclusion of option rights, of 530,209,618 new ordinary shares, at the price of 0.0811 euros (of which 0.02 as share premium), to be issued by means of contribution in kind by Plc Group Spa of the entirely owned shareholdings held in Plc System Srl and Plc Service Srl (“capital increase in kind”);
- a capital increase for a total amount of 747,999.98 euros by means of the issue, with exclusion of option rights, of a maximum of 9,223,181 new ordinary shares, to be carried out in two instalments by means of converting credits into shares (“capital increase by conversion”);
When determining the share issue price, the issuer made use of a fairness opinion issued on 30.5.2017 by an independent expert.
The prospectus concerns the public subscription offer relating to the option capital increase and admission to trading of the shares arising from all three of the aforementioned capital increases.
At the prospectus date the issuer does not carry out any operating activities. As a result of the capital increase in kind the issuer will start to operate in the reference sector of the groups heading Plc System and Plc Service, both active in the sector of renewable energy (photovoltaic and wind). In particular, the Plc System group is involved in the construction of electrical and power generation infrastructure, while the Plc Service group provides maintenance services in the same sector.
At the prospectus date, the shareholders that directly or indirectly hold shareholdings greater than 5% of the Indi share capital (which can be classified as an SME) are the following: Aurelia Srl, 11.62%; Eugenio Piovesana, 9.26%; Rodrigue Sa, 7.11%; Banca Monte dei Paschi di Siena Spa, 7.11%. No party directly or indirectly exercises control over the issuer in accordance with article 93 of the Consolidated Law on Finance – TUF.
As a result of the capital increases, in the event of full subscription of the option increase by the shareholders, Plc Group Spa will come to hold 530,209,618 shares (equal to 88.32% of Indi capital, post capital increases) and will exercise legal control over the issuer in accordance with article 93 of Italian Legislative Decree n.58/98. Plc Group has guaranteed the subscription of any unexercised options. As the purpose of the capital increases is the remediation of the crisis situation in which the company finds itself, the hypothesis referred to in article 49, paragraph 1, letter b), n.1), ii), of CONSOB Regulation n.11971/99 of exemption from the obligation to promote a full public take over bid in accordance with article 106, paragraph 5, letter a of the TUF shall apply.
The aforementioned capital increases are part of a broader company reorganisation process launched in response to the economic, equity and financial crisis situation of the Indi group that culminated in the erosion of the entire net equity. In particular, on April 5, 2017, the issuer signed a debt restructuring agreement, as per article 182-bis of the Italian Bankruptcy Law, also involving the creditor banks as well as Plc Group Spa, Nelke Srl (shareholder of Plc Group) and Richini Due Srl (company entirely controlled by the issuer).
The essential elements that make up this agreement are: (i) the capital increases mentioned above (ii) the restructuring of Indi’s debt; (iii) the divestment of the issuer’s existing assets and liabilities.
In the paragraphs “Investor warnings” and in the chapter “Risk factors”, the prospectus reports the risk elements for investors in reference to the issuer and the group, the sector in which they operate and the financial instruments offered.
The Commission has appointed Ms Marina Cicchetti, Manager of the Internal Control Office, as Manager for Corruption Prevention and Transparency, in accordance with Italian Law 190/2012, with effect from January 1, 2018, until February 28, 2018 (resolution n. 20253 of December 28 2017).
The Manager for Corruption Prevention and Transparency is responsible for completely autonomously and effectively performing all the activities required by law and, in particular: a) drafting the proposal of the Three-year corruption prevention plan, for submission to the Commission for approval; b) the exercise, in full autonomy, of the powers envisaged by law for carrying out corruption prevention duties, including those concerning the enforcement of obligations regarding transparency under Italian Legislative Decree no. 33/2013.
Ms Cicchetti replaces Mr Guido Stazi, General Secretary of CONSOB and Manager for Corruption Prevention and Transparency, whose appointment expired on December 31, 2017.
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)
Communications and recommendations
The new Markets Regulation has been adopted (resolution n. 20249 of December 28, 2017).
- The amendments to CONSOB’s Issuers’ Regulation concerning the methods for reporting KIDs for PRIIPs to CONSOB – documents containing key information for packaged retail and insurance-based investment products - have been approved (resolution n. 20250 of December 28, 2017).
- Temporary appointment of Ms Marina Cicchetti as Manager for Corruption Prevention and Transparency (resolution n. 20253 of December 28, 2017).
The prospectus relating to the public subscription offer and admission to listing on the Mercato Telematico Azionario (MTA) of ordinary Industria e Innovazione Spa shares has been approved (decision of December 28, 2017).
The supplement to the registration document and the supplements to the base prospectuses relating to the bid programmes and/or listing of Unicredit Spa bonds and certificates have been approved (decision of December 28, 2017).
The registration document and the base prospectus relating to the public bid programme of Banco di Sardegna Spa debenture loans have been approved (decision of December 28, 2017).
- The base prospectuses relating to the public bid programmes of Banca Imi Spa certificates have been approved (decision of December 28, 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.