Newsletter


Weekly newsletter - year XXIV - No. 6 - 12 February 2018

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 INVESTOR PROTECTION WARNINGS

The National Commission for Companies and the Stock Exchange has:

- prohibited, in accordance with art. 101, paragraph 4, letter c) of Italian Legislative Decree no.58/1998, the Consolidated Law on Finance – TUF, the advertising activity carried out through the website www.lucastefanelli.net by Mr Luca Stefanelli, in violation of art. 101, paragraphs 1 and 3 of the TUF, relating to the public offering of shares promoted by Sky Way Invest Group (resolution n. 20291 of February 7, 2018). The activity was previously suspended with resolution n. 20274 of January 24. 2018 (see "Consob Informa" n. 4/2018); prohibited, in accordance with art. 101, paragraph 4, letter c) of the TUF, the advertising activity carried out through the website https://superblu.wordpress.com by Mr Marco Torretta, in violation of art. 101, paragraphs 1 and 3 of the TUF, relating to the public offering of shares promoted by Skyway Capital (resolution n. 20292 of February 7, 2018). The activity was previously suspended with resolution n. 20275 of January 24, 2018 (see "Consob Informa" n. 4/2018);

- prohibited, in accordance with art. 99, paragraph 1, letter d) of the TUF, the offer to the Italian public concerning "Azioni Privilegiate di Risparmio" (‘Preference Savings Shares'), carried out without the required authorisations through the Facebook page "AskiiHolding" and the website www.askiiholding.com (resolution n. 20293 of February 7, 2018). The activity was previously suspended with resolution n. 20276 of January 24, 2018 (see "Consob Informa" n. 4/2018);

- ordered, in accordance with art. 7-octies, letter b) of the TUF, the companies Up4x Ltd (www.4xbanks.com), 4Xbrands Ltd (www.4xbrands.com), 4Xbankers Ltd (www.4xbankers.com), to cease the infringement of art. 18 of Italian Legislative Decree no. 58/98 put in place through their respective websites, consisting of the provision of investment services and activities to the Italian public, including through the internet network (resolutions n. 20288, 20289 and 20290 of February 7, 2018).


INVESTOR PROTECTION WARNINGS FROM OTHER AUTHORITIES

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Luxembourg (Commision de Surveillance du Secteur Financier - CSSF), Austria (Financial Market Autority - FMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Hong Kong (Securities and Futures Commission – SFC), Greece (Hellenic Capital Market Commission), Belgium (Financial Services and Markets Authority – FSMA) and British Columbia (British Columbia Securities Commission - BCSC) report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Cordell Groves (www.cordellgroves.com), with declared offices in Dubai;

     
  • Sterling Bishop Associates (www.sterlingbishop.com), with declared offices in London;

     
  • Miller and Cohen (www.millerandcohen.com), with declared offices in Miami;

     
  • Marathon Asset Management, with declared offices in London, clone of the authorised company Marathon Asset Management LLP (reference no. 229782);

     
  • Multi Month Loans clone of the authorised companies Quiddi Ltd (www.multimonthloans.com) with offices in Berkshire (reference no. 740572) and Dojono Ltd (www.multimonthloans.co.uk with offices in London (reference no. 787010);

     
  • Liontrust Asset Management (www.liontrustassetmanagement.com), with declared offices in London, clone of the authorised companies Liontrust Investments Limited (reference no. 479764), Liontrust Investment Partners LLP (reference no. 518552) and Liontrust Fund Partners LLP (reference no. 518165);

     
  • Blackthorn Wealth Advisory (www.blackthornwealthadvisory.com), with declared offices in Zurich.

Reported by the CSSF:

  • Bil Patrimoine (www.bil-gestionpatrimoine.com).

Reported by the FMA:

  • Hamilton Crawford (www.hamiltoncrawford.com), with declared offices in China;

     
  • MasonBaxter (www.masonbaxter.com), with declared offices in China.

Reported by the CNMV:

  • Forexmilionsl (https://forexmilion.wordpress.com/ www.forexmilionsl.es). Mr Cristhian Vallejo is connected to the company.

Reported by the FINMA:

  • Allied Capital Management Lp (www.alliedcapmgt.com), with declared offices in Zug (Switzerland);

     
  • Anton Falk Capital Partners (www.antonfalk.com), with declared offices in Zurich.

Reported by the SFC:

  • Time Rich China (www.trfs.hk), with declared offices in Hong Kong, clone of the authorised companies Cash Asset Management Limited, Cash Wealth Management Limited, Celestial Capital Limited, Celestial Commodities Limited and Celestial Securities Limited;

     
  • http://trfinance.hk.

Reported by the BCSC:

  • Atlantic Gobal Asset Management (www.atlanticgam.es), with declared offices in Cape Verde;

     
  • uTrader and Day Dream Investments Ltd (https://en.utrader.com), with declared offices in the Marshall Islands;

     
  • Asia & Pacific Holdings Inc (www.asiapacificholdingsinc.com), with declared offices in Hong Kong and Vancouver (Canada);

     
  • Usi-Tech Limited (https://usitech-int.com), with declared offices in Dubai ;

     
  • Lionstradefx.com (https://lionstradefx.com);

     
  • BitPlay Ltd (https://www.bitplay.live), with declared offices in London;

     
  • Aidan Trading (www.aidantrading.com).

Reported by the Hellenic Capital Market Commission:

  • Plus500 Ltd and Universal Engine Ltd (www.plus500.gr).

Reported by the FSMA:

  • International Markets Live Ltd (www.imarketslive.com).

Reported by the SFC:

  • Time Rich China (www.trfs.hk), with declared offices in Hong Kong, clone of the authorised companies Cash Asset Management Limited, Cash Wealth Management Limited, Celestial Capital Limited, Celestial Commodities Limited and Celestial Securities Limited;

     
  • http://trfinance.hk.

Reported by the BCSC:

  • Atlantic Gobal Asset Management (www.atlanticgam.es), with declared offices in Cape Verde;

     
  • uTrader and Day Dream Investments Ltd (https://en.utrader.com), with declared offices in the Marshall Islands;

     
  • Asia & Pacific Holdings Inc (www.asiapacificholdingsinc.com), with declared offices in Hong Kong and Vancouver (Canada);

     
  • Usi-Tech Limited (https://usitech-int.com), with declared offices in Dubai ;

     
  • Lionstradefx.com (https://lionstradefx.com);

     
  • BitPlay Ltd (https://www.bitplay.live), with declared offices in London;

     
  • Aidan Trading (www.aidantrading.com).

Reported by the Hellenic Capital Market Commission:

  • Plus500 Ltd and Universal Engine Ltd (www.plus500.gr).

Reported by the FSMA:

  • International Markets Live Ltd (www.imarketslive.com).

CORPORATE GOVERNANCE OF ITALIAN LISTED COMPANIES: ANALYSES BY CONSOB, THE CORPORATE GOVERNANCE COMMITTEE AND ASSONIME. CONVENTION TODAY IN MILAN.

A convention entitled "La corporate governance delle società quotate italiane. Le analisi di Consob, Comitato per la Corporate Governance e Assonime-Emittenti Titoli" (‘Corporate governance of Italian listed companies: analyses by CONSOB, the Corporate Governance Committee and Assonime-Emittenti Titoli’) will be held today, in cooperation with Borsa Italiana, on February 12, at 9:30 at the Fondazione Cariplo, on Via Romagnosi, 8, in Milan.

During the convention the CONSOB Report on the corporate governance of Italian listed companies for 2017 will also be presented, which provides evidence on ownership structures, corporate bodies, assemblies and transactions with related parties, based on data deduced from supervisory statistical reports and public information. The 2017 Report also explores the themes of the transparency of non-financial reporting in Italy and board diversity in the main European countries.

The CONSOB Report will be available at the end of the presentation at the link "CONSOB and its activities/Communications/Workshops and conferences".


EXEMPTION FROM THE PUBLIC TAKEOVER BID OBLIGATION ON PIERREL SPA SHARES

CONSOB has resolved that if Fin Posillipo Spa (considered individually and/or jointly with Bootes Srl, in accordance with arts. 101-bis, paragraph 4-bis and 109 of the TUF) exceeds the threshold, envisaged by art. 106, paragraph 3, letter b) of the TUF, of participation in the capital of Pierrel Spa as a result of the consolidation public takeover bid, this does not entail the obligation of a public takeover bid. This is because the circumstance is eligible for the exemption hypothesis of "operations aimed at saving companies in crisis" referred to in art. 106, paragraph 5, letter a) of the TUF, and presents the same ratio as the case for exemption provided for by art. 49, paragraph 1, letter b), n. 2 of the Issuers’ Regulation (resolution n. 20287 of February 7, 2018).

Fin Posillipo Spa (Finpo) and Bootes Srl (Bootes) asked CONSOB to state its position in relation to the application of the regulations on a mandatory public takeover bid with respect to a recapitalisation operation aimed at the recovery of the company group heading the listed company Pierrel Spa.

In particular, the Commission was asked to confirm that no obligations for a public takeover bid on Pierrel shares would arise for any of the parties involved, considered both individually and in concert, as a result of the execution of acts and purchases of Pierrel Spa shares carried out in implementation of the commitments undertaken by the parties in relation to the capital increase resolved upon by the Pierrel meeting of November 22, 2017 and provided for in the recovery plan in relation to saving Pierrel Spa. This assessment was also requested in consideration of the circumstance in question being potentially eligible for exemption from the obligation of a public takeover bid, envisaged by the combined provisions of art. 106, paragraph 5, letter a) of the TUF and art. 49, paragraph 1, letter b), n.2 of the Issuer’s Regulation and the subsequent possibility for the Commission to adopt a measure in accordance with art. 106, paragraph 6 of the TUF.

It should be considered that Finpo, considered individually, which holds 36.36% of the capital of Pierrel, and/or Finpo and Bootes, considered jointly in accordance with arts. 101-bis, paragraph 4-bis and 109 of the TUF, which hold approximately 41.44% of the capital of Pierrel – may exceed the threshold of 5% envisaged by art. 106, paragraph 3, letter b) of the TUF for the consolidation public takeover bid. This is according to the percentage participation in the capital increase by minority shareholders, execution of the subscription commitment, the guarantee commitment and any cash guarantees.

The operation, mainly aimed at the recovery of Pierrel, presents some of the conditions required for the application of the exemption in question, as laid out in the enquiry. In more detail: (i) the existence of a recovery plan communicated to the market and attested in accordance with art. 67, paragraph 3, letter d) of the Italian Bankruptcy Law; ii) the provision of a capital increase "that may enable the recovery of debt exposure, including through debt restructuring …"; (iii) the absence of purchases of Pierrel shares carried out or agreed upon by any of the parties involved in the twelve months prior to the performance of the significant purchase.

The Commission therefore deemed that the operation is attributable to "operations aimed at saving companies in crisis" as referred to in art. 106, paragraph 5, letter a) of the TUF and that the conditions exist to adopt a reasoned measure in accordance with art. 106, paragraph 6 of the TUF.


"SECURITIES MARKETS: TRENDS, RISKS AND POLICIES CONSOB-ESMA-BOCCONI CONFERENCE ON MARCH 2, 2018

Through the Baffi – Carefin research centre, CONSOB, ESMA and the Bocconi University have organised a conference entitled "Securities markets: trends, risks and policies" to be held on March 2, 2018, starting at 8:45, in Room N02 of the Bocconi University (Piazza Sraffa 13) in Milan.

The conference will be opened by the rector of the Bocconi University, Gianmario Verona, by the CONSOB Commissioner, Carmine Di Noia and by the Chief Economist at the ESMA, Steffen Kern.

The works will be divided into three sessions:

1. "Systemic risk and contagion in financial markets", chaired by Massimo Guidolin (Bocconi University);

2. "Market architecture, price discovery and investment financing ", chaired by Luca Giordano (CONSOB);

3. "OTC Market Functioning ", chaired by Claudia Guagliano (ESMA).

The full programme with instructions for registration is available on the CONSOB (www.consob.it) and Bocconi University websites (www.unibocconi.it).

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


- 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) 

Public takeover and exchange tender offers

  • Exemption from the public takeover bid obligation on Pierrel Spa shares (resolution n. 20287 of February 7, 2018).

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.