Weekly newsletter - year XXIV - No. 9 - 5 March 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 has ordered:
in accordance with art. 7-octies, letter b) of Italian Legislative Decree n.58/1998 (Consolidated Law on Finance - TUF), the companies Nostro Technology OU (website www.globalfxm.com) and Spot2Trade Ltd (www.spot2trade.com) to cease the infringement of art. 18 of the TUF put in place through their respective websites, consisting of the provision of unauthorised investment services and activities to the Italian public (resolutions n. 20328 and 20329 of March 7, 2018);
- in accordance with art. 7-octies, letter b) of the TUF, the companies Astra Financial Limited, Joshua Development Limited, Joshua Consulting Ltd and Joshua Partners Eood to cease the infringement of art. 18 of the TUF put in place through the websites www.capmb.com, www.capmbeu.com and www.capmbit.com and consisting of the provision of unauthorised investment services and activities to the Italian public (resolution n. 20330 of March 7, 2018).
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Luxembourg (Commission de Surveillance du Secteur Financier – CSSF), Belgium (Financial Services and Markets Authority - FSMA), France (Authorité des Marchés Financiers - AMF), Poland (Polish Financial Supervision Authority - KNF), 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:
- Thomas and Gareth Consulting Group (www.thomasandgareth.com), with declared offices in New York;
- Mitchell Bloch Law Firm (www.mitchellblochlawfirm.com), with declared offices in Boston.
Reported by the CSSF:
- Fxmarketlivepro Pty Ltd (www.fxmlpro.com), with declared offices in Luxembourg.
Reported by the FSMA:
- certain crypto-currency trading platforms.
Reported by the AMF:
- Bil Patrimoine (www.bil-gestionpatrimoine.com).
Reported by the KNF:
- Master Class Investments Sp. z o.o..
Reported by the FINMA:
- Sani Consulting Sa.
Reported by the SFC:
- Arcadia International;
- Canyon International Hk;
- Mdf Capital Limited / Mdf Trading Limited / Markets Direct Financial Group Limited;
- EWinner Markets Co Ltd;
- Inter Markets Service Uk Limited / Ims Fx Ltd;
- Turtle Finance;
- Techno Fx Uk Ltd / TechnoFx Limited;
- Shenyang Chenghao Securities Brokerage Co., Ltd;
- Ralph & Susan Limited;
- Valbury Global Financial Limited;
The first Annual Report from the Financial Dispute Arbitrator – FDA – will be presented on March 26, 2018 from 9:30 to 13:00 at the CONSOB Auditorium in Rome (Via Claudio Monteverdi 19).
The FDA is the body for the extrajudicial resolution of disputes between investors and intermediaries. It was established by CONSOB and has been in operation since January 9, 2017 (resolution n. 19602 of May 4, 2016).
The event will be opened by the CONSOB Chairman, which will be followed by a speech from the Chairman of the FDA and two officials from the FDA Technical Secretariat Office. There will then be speeches from Chiara Mancini (Chairman of the Conciliatore Bancario Finanziario [Italian Banking and Finance Ombudsman]) and Luisa Crisigiovanni (General Secretary of Altroconsumo) in order to represent the point of view of intermediaries and investors, respectively. The closing remarks will be given by Anna Genovese, Deputy Chairman of CONSOB.
The event is accredited with the Council of the Rome Bar Association (3 credits). In order to ensure that attending lawyers’ credits are recognised, it is specified that: i) it is essential to sign the attendance register both when arriving and leaving; ii) it is necessary to specify the Bar Association to which you are registered and the registration number (on your Bar Association card) in the notes section of the attendance register.
Participation is open to anyone and free of charge; however, registration via the SIPE form available at the following link is appreciated: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
For event details please consult the programme flyer.
CONSOB has approved the document relating to the voluntary public takeover bid promoted, in accordance with arts. 102 and 106, paragraph 4 of Italian Legislative Decree n. 58/98 (Consolidated Law on Finance – TUF), by Quarantacinque Spa on Cad It Spa shares (resolution n. 20325 of March 7, 2018).
The issuer is a joint stock company, classified as an SME and incorporated under Italian law, whose shares are listed on the Star segment of the Mercato Telematico Azionario (MTA). There is not currently an entity that controls the company in accordance with art. 93 of the TUF.
On February 19, the bidder made the decision to promote a public takeover bid concerning the entirety of Cad It shares in circulation, less a total of 1,278,196 of the issuer’s shares held by entities that were acting in concert with the bidder at the time:
- 455,481 Cad It shares held by Paolo Dal Cortivo;
- 451,830 Cad It shares held by Giulia Dal Cortivo;
- 370,885 Cad It shares held by Liliana Lanza.
All of these Cad It shares were transferred to the bidder on February 19, 2018.
The offer concerns the entirety of Cad It shares currently in circulation, 7,701,804 ordinary shares, amounting to 85.766% of the share capital, as well as all other ordinary shares that, for whatever reason, may be issued by the issuer by the end of the bidding period, less the shares held by the bidder (1,278,196 shares), corresponding to 14.234% of the share capital. The issuer does not currently hold own shares.
The price offered is 5.30 euros cum dividend. The maximum disbursement will be 40,819,561.20 euros. To fully cover the financial requirements deriving from the payment obligations connected to the bid, the bidder will make use of the debenture loan.
The bidding period runs from March 12 to April 6, 2018 (inclusive), unless extended. The consideration will be paid on the fifth trading day following the end of the bidding period, i.e. April 13, 2018.
The bid is subject to regulations concerning re-opening of the terms and the opinion of independent directors. Any re-opening of the terms will take place on April 16, 17, 18, 19 and 20, 2018 and the relative payment will take place on April 27, 2018.
The bidder intends to achieve the delisting of the security and has therefore state that:
(i) if, as a result of the bid, they should come to hold a shareholding greater than 90% but less than 95% of the issuer’s share capital, they will not restore a float sufficient to ensure smooth running of trading and will fulfil the commitment to buy as per art.108, paragraph 2 of the TUF;
(ii) if, as a result of the bid, they should come to hold a shareholding of at least 95% of the issuer’s share capital, they will exercise the right to buy as per art. 111 of the TUF and will simultaneously fulfil the commitment to buy as per art. 108, paragraph 1 of the TUF, by means of a single procedure. In this case, the consideration for fulfilment of the commitment to buy and exercise of the right to buy will be determined in accordance with art. 108, paragraph 3 of the TUF.
Completion of the bid is conditional upon the occurrence of the following events:
a) bid participation concerning a total number of shares that would enable the bidder to come to hold, either directly or indirectly, a shareholding of at least 66.67% of the issuer’s share capital. In the event that this condition is not fulfilled, the bidder reserves the right to waive said condition in the event that bid participation as a whole would enable the bidder to come to hold a shareholding of at least 50%+1 issuer share;
b) non-occurrence, within the first trading day following the end of the bidding period, of extraordinary events or circumstances that could reasonably result in material adverse effects on the issuer; this condition may be waived by the bidder.
The communication referred to in art. 103, paragraph 3 of the TUF and art. 39 of the Issuers’ Regulation is published alongside the bid document.
A new seminar as part of the cycle of events on banking and finance for the 2017-2018 academic year, organised by CONSOB and the Università Cattolica del Sacro Cuore, Department of Economic and Business Management Sciences, will be held on Thursday March 22, 2018 from 11:30 in Room 100 of the Università Cattolica, entrance at Via Necchi 9, Milan.
The seminar, led by Shawn Mobbs (University of Alabama) will focus on the topic of “CEO Marketability, employment opportunities and compensation: evidence from compensation peer citations”.
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)
Takeover bids and exchange tender offers
- The document relating to the voluntary public takeover bid promoted by Quarantacinque Spa, in accordance with arts. 102 and 106, paragraph 4, of Italian Legislative Decree n. 58/98 (TUF) on ordinary shares issued by Cad It Spa has been approved (resolution n. 20325 of March 7, 2018).
Issue of Savings Securities for Southern Italy’s Economy
(art. 1 para 3 of Italian Ministerial Decree implementing art. 8 para 4 of Italian Decree Law 70/2011)
The silent assent, in the absence of any impeding reasons, to the following issuance was formalised:
- Banca di Credito Cooperativo La Riscossa di Regalbuto for a maximum amount of bonds equal to 7.5 million euros (decision of March 7, 2018).
- The registration document of Unicredit Bank Ag has been approved (decision of March 7, 2018).
Registers and lists
Euromobiliare Advisory Sim Spa, with offices in Milan, has been authorised to provide the services of portfolio management, receipt and transmission of orders and consultancy on investments as per art. 1, paragraph 5, letters d), e) and f) of Italian Legislative Decree n.58/1998 (TUF) with the following operational limitations: without holding, even temporarily, the client’s cash and financial instruments and without assumption of risk by the company. It was also authorised to register to the register of investment firms (SIM in the Italian acronym) as per art. 20, paragraph 1 of the TUF (resolution n. 20315 of February 28, 2018).
Expulsion of Giovanni Battista Gennaro from the single register of financial advisors (resolution n. 20277 of January 24, 2018).
Precautionary suspension, for sixty days, of Luca Gasparotto from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20316 of February 28, 2018).
- Precautionary suspension, for one year, of Massimo Seghedoni from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20260 of January 10, 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.