Weekly newsletter - year XXIV - No. 12 - 26 March 2018 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Consob investor protection warnings
Investor protection warnings from other authorities
Memo: Today March 26, 2018: one year of activity for the Financial Dispute Arbitrator - FDA
FinTech: first volume of the series on the impact of digitalisation on financial services published
IGD Siiq Spa capital increase
Anima Holding Spa capital increase
- NEWS OF THE WEEK -
In accordance with art. 7- octies, letter b) of Italian Legislative Decree n.58/1998 (Consolidated Law on Finance - TUF), the National Commission for Companies and the Stock Exchange has ordered the following companies to cease the infringement of art. 18 of the TUF consisting of the provision of unauthorised investment services and activities to the Italian public:
- Coinoa put in place through the website www.coinoa.com (resolution n. 20346 of March 21, 2018);
- Becfd Limited put in place through the website www.becfd.com (resolution n. 20347 of March 21, 2018);
- Chimera Investment Corporation put in place through the website www.chimerainvcorp.com (resolution n. 20349 of March 21, 2018);
- Leads Capital Inc. and Trade Up Ltd put in place through the website www.trades.com (resolution n. 20348 of March 21, 2018).
The National Commission for Companies and the Stock Exchange has also prohibited, in accordance with article 99, paragraph 1, letter d) of the TUF, the offer to the Italian public concerning "Participating Loan Agreements" carried out by Housers Services International Bv including through through the website www.housers.com (resolution n. 20345 of March 21, 2018). With resolution n. 20242 of December 20, 2017, CONSOB had previously imposed a precautionary suspension of the offer for a period of ninety days.
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), France (Autoritè des Marchers Financiers - AMF), Ireland (Central Bank of Ireland), British Columbia (British Columbia Securities Commission – BCSC), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Panama (Superintendencia del Mercado de Valores), Poland (Polish Financial Supervision Authority – KNF), Spain (Comision Nacional del Mercado de Valores – CNMV), Hong Kong (Securities and Futures Commission – SFC), Slovenia (Slovene Securities Market Agency – ATVP), Norway (Finanstilsynet) and Malta (Malta Financial Services Authority - MFSA), report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Marcela Cunderle (www.marcelacunderle.com) with declared offices in Edinburgh, clone of the authorised company of the same name;
- Firefly Finance, clone of the authorised company Stop Go Networks Limited (www.fireflyfinance.co.uk; reference n. 729572);
- Patcham Investment Funds - PIF www.patchaminvestmentfunds.com), (with declared offices in Ireland, clone of the authorised company of the same name (reference n. 663277);
- Rbcp International/Rbc Group (www.rbcpintl.com), with declared offices in New York;
- Westpac Bank of London (www.westpacbnk.com), with declared offices in London, clone of the authorised company Westpac Banking Corporation (reference n. 124586);
- Christopher Scholz www.cs-advisory.com), (with declared offices in London, clone of the authorised company of the same name (reference n. 443212);
- Carter Corporate Law (www.cartercorporatelaw.com), with declared offices in the United States.
Reported by the AMF:
The following companies that are offering investments in crypto assets and crypto currencies without authorisation:
- http://akj-crypto.com;
- http://bank-crypto.com;
- https://bcoin-bank.com;
- https://bit-crypto.net;
- https://boursebitcoin.com;
- https://www.crypteo.io;
- https://cryptobankweb.com;
- http://crypto-major.com;
- https://cryptopartnersinvest.com;
- http://crypto2.bnd-group.com;
- http://crypto.private-finances.com;
- http://ecs-solutions.net;
- http://ether-invest.com;
- https://krakenaccess.com;
- http://www.minedecrypto.com.
Reported by the BCSC:
- BitcoinBank (http://bitcoin-bank.io).
Reported by the FINMA:
- CryptFund (https://cryptconsult.com), with declared offices in Geneva.
Reported by the Superintendencia del Mercado de Valores:
- GreenFileds Capital;
- Continenatl Bancorp;
- Aidan Trading Corp.
Reported by the KNF:
- Mane Marketing Sp. zo.o., with declared offices in Warsaw;
- Nescom Polska Sp. zo.o., with declared offices in Warsaw;
- Netmore Sp. zo.o., with declared offices in Lublin, Poland;
- Seremar Sp. zo.o., with declared offcies in Gdansk, Poland;
- Butrans Sp. zo.o., with declared offices in Warsaw.
Reported by the CNMV:
- Bfb Marketing Ltd/Fxt24 Ltd (www.fxt24.com).
Reported by the SFC:
- Abc123 Group (www.abc-123.co), with declared offices in Hong Kong.
Declared by the ATVP:
- Qw Lianora Swiss Consulting Sa (www.lianoraswiss.com).
Reported by the Finanstilsynet:
- 72option (ww.72option.com; www.legalbinaryrobots.com/no).
Reported by the MFSA:
- Shtern Group (www.shterngroup.com).
* * *
The supervisory authority of Cyprus, Cyprus Securities and Exchange Commission - CYSEC has published a list of websites that are offering investment services without the required authorisations at the following link https://www.cysec.gov.cy/en-GB/complaints/non-approved-domains/ .
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 Deputy Chairman, Anna Genovese, 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 Giuseppe Tiraccorrendo (General Secretary 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; For event details please consult the programme flyer.
The first volume of an editorial series dedicated to the impact of digitalisation processes on the financial services sector has been published. The study, which is available on the CONSOB website at the link http://www.consob.it/web/area-pubblica/fintech, focuses on The development of FinTech. Opportunities and risks for the financial industry in the digital age.
The initiative is the result of an applied research project launched in September 2016 by CONSOB in collaboration with some of the major Italian universities: Bocconi, Cattolica University of Milan, Genoa, Insubria, Luiss, Lumsa, Magna Graecia, Pavia, Perugia, Politecnico di Milano, Tor Vergata of Rome, La Sapienza of Rome, Roma Tre, Sant'Anna School of Advanced Studies in Pisa and Verona.
The research series aims to contribute to the public debate on the complexity and multi-dimensionality of a global and cross-sector phenomenon such as FinTech ("financial technology"), recognised as an increasingly important driver of the simplification, efficiency and transformation of the financial ecosystem.
FinTech is an integral part of the dynamics of change in the structure of the economy towards the digitalisation of trade and economic and social relations and towards intensive data use: it generates autonomous drives towards change; it acts on the "value chain" of the financial industry and brings to light new general issues such as cyber-security, digital identity, privacy protection, correct management of personal and non-personal data, and inclusion/exclusion of people from digital services.
The studies in the series comprehensively cover the main aspects, including operational, of FinTech, highlighting its great innovative potential, its opportunities and, at the same time, the risks and new challenges to the financial system as a whole in terms of competition, protection of users/investors and the effectiveness of regulation and the current supervisory mechanisms.
The authors of the different essays in the series have reasoned and expressed their points of view on these topics, the subject of extensive debate between market operators, in academia and among international institutions.
The studies on FinTech - promoted by CONSOB and carried out thanks to the work of the universities that participated in the project - form part of an approach aimed at safeguarding and promoting innovation as a driving force of economic and social development, but also in respect of the general principles of market integrity and investor protection, to the benefit of public interest.
At the moment, the work plan envisages eleven volumes.
The Commission has approved the prospectus, in tripartite format (registration document, securities note and summary note), concerning the rights offering to shareholders and the admission to trading on the Mercato Telematico Azionario - MTA, STAR segment, of newly issued ordinary IGD Siiq Spashares.
IGD is one of the main operators in Italy in the ownership and management of large organised distribution shopping centres. IGD's real estate portfolio is mainly made up of hypermarkets and galleries located within medium-large shopping centres. The IGD group also operates in Romania through its subsidiary Win Magazin, which is the parent company to the main department store in chain the country. In accordance with art. 93 of the Consolidated Law on Finance (TUF) IGD is controlled by Coop Alliance, which carries out direction and coordination over the company.
IGD is classified as an SME (small and medium-sized enterprise) according to art. 1, paragraph 1, letter w-quater.1 of the TUF. The issuer has opted for the tax regime of Real Estate Investment Trust (SIIQ in the Italian acronym), a regime that involves the exemption of its corporate income and the production value from leasing real estate from corporate income tax (IRES) and regional income tax (IRAP) (so-called exempt management), simultaneously assuming the obligation to distribute at least 70% of the profit earned in the exempt management regime to shareholders in the form of dividends.
The IGF extraordinary shareholders meeting of February 12, 2018 approved a capital increase, divisible and for payment, by means of a rights issue for a maximum amount of 150 million Euros, inclusive of any share premium. The Board of Directors of March 21, 2018 resolved to increase the share capital through the issue of a maximum of 29,037,340 ordinary shares with the same characteristics as those in circulation and regular dividend rights, to be offered under option to shareholders in the ratio of 5 new shares to every 14 IGD shares held, at a price of 5.165 Euros for each new share. The maximum counter-value of the offer will therefore be 149,977,861 Euros.
The bidding period shall run from March 26, 2018 to April 13, 2018, inclusive. Option rights will be traded on the Stock Exchange until April 9, 2018. Any rights not exercised by the end of the option period will be offered on the Stock Exchange within the month following the end of the option period. The start and end dates for the offer on the Stock Exchange will be communicated to the public by means of a notice.
The controlling shareholder Coop Alliance 3.0.Soc. Coop. has assumed an irrevocable and unconditional commitment to subscribe its portion of the share capital increase of approximately 40.92% for a maximum value of 61.38 million Euros. This commitment is not guaranteed. The remainder of the capital increase, equal to a maximum of 88.62 million Euros, is assisted by a guarantee syndicate concerning the commitment to subscribe any shares not subscribed as a result of the offer on the Stock Exchange of the unexercised rights, net, therefore, of the aforesaid commitment to subscribe. In this respect a guarantee agreement between the issuer and Banca IMI, BNP Paribas and Morgan Stanley was concluded, governing the aforementioned guarantee commitments of the capital increase.
As indicated in the prospectus, the net proceeds of the capital increase (estimated at about 146 million Euros in the event of full subscription) will be used to help cover the net financial needs of the Group for the twelve months following the prospectus date (301.9 million Euro), a financial requirement that includes the resources needed to carry out the acquisition of a real estate portfolio.
In the "risk factors" chapter the prospectus reports the informative elements for investors in reference to the issuer and the group, the sector and markets in which they operate as well as the financial instruments offered.
The Commission has approved the prospectus for the rights offering and admission to trading on the MTA of ordinary shares issued by Anima Holding Spa.
Anima Holding Spa is a company operating almost exclusively in Italy in the establishment, development, promotion and management of financial instruments under the "Anima" brand and in the provision of management services for retail and institutional clients. Born from the aggregation process that - from 2008 onwards - involved the asset management companies of the banking groups to which Banca Monte dei Paschi di Siena Spa, Tour Bpm Spa and Credito Valtellinese Spa belong. Anima Holding has been listed on the MTA since 2014 and has assets under management of over 94 billion Euros (at December 31, 2017) occupying the fourth spot among asset management operators in Italy (with a share of 4.6%).
Anima Holding currently operates in the sector of asset management through: (a) an extensive network of distributors by virtue of various long-term strategic alliance agreements for placement, not exclusive of group products, (b) commercial agreements with individual distributors and (c) a commercial agreement with BancoPosta Fondi (from July 2015).
On December 15, 2017 the company's extraordinary meeting delegated the task of increasing the share capital of the issuer itself, divisible and for payment, one or more times, to the Board of Directors. The maximum total amount of the capital increase is 300 million Euros, including any share premium. This involves the issue of ordinary shares, with the same characteristics as those in circulation, to be offered under option to shareholders.
The Board of Directors of March 21, 2018 resolved to increase the share capital through the issue of a maximum of 71,898,869 new ordinary shares with the same characteristics as those in circulation and regular dividend rights, to be offered under option to shareholders in the ratio of 7 new shares to every 30 Anima Holding shares held, at a price of 4.17 Euros per each new share (of which 0.019 Euros for capital and 4.151 Euros for share premium). The maximum counter-value of the offer will therefore be 299,818,283.73 Euros.
The bidding period shall run from March 26, 2018 to April 12, 2018, inclusive. The option rights will be traded on the Stock Exchange until April 6, 2018. Any rights not exercised by the end of the option period will be offered on the Stock Exchange within the month following the end of the bidding period. The start and end dates for the offer on the Stock Exchange will be communicated to the public by means of a notice.
The capital increase is aimed at gathering the financial resources needed to repay part of the debt held by the Anima group, including following the acquisition of Gestielle Sgr, a transaction that was concluded on December 28, 2017.
In relation to subscription commitments, Banco Bpm has undertaken the commitment to exercise - in accordance with the acquisition contract of Gestielle Sgr - all option rights attributable in relation to its shareholding, in the context of the capital increase (14.27%) with the subscription, within the end of the option period, of the portion of the increase held and up to a maximum amount of 43 million Euros. Similarly, Poste Italiane has indicated its intention to exercise all the rights attributable in relation to its shareholding and to subscribe the entire portion of the increase held.
On March 21, 2018 the issuer signed a guarantee contract concerning the capital increase with a pool of banks, committing to subscribe any new shares that remain unexercised at the end of the offer on the Stock Exchange.
In the "risk factors" chapter the prospectus reports the informative elements for investors in reference to the issuer and the group, the sector and markets in which they operate and the financial instruments offered.
The silent assent, in the absence of any impeding reasons, to the following issuance was formalised:
- Banca di Credito Cooperativo Montepruno di Roscigno, Fisciano and Laurino for a maximum amount of bonds equal to 7.5 million Euro (decision of March 21, 2018).
- The prospectus in tripartite format (registration document, securities note and summary note), relating to the offer under option to shareholders and the admission to trading on the MTA of newly issued ordinary IGD Siiq Spa shares has been approved (decision of March 22, 2018).
- The prospectus relating to the rights offering and admission to trading on the MTA of the ordinary shares issued by Soul Holding Spa has been approved (decision of March 22, 2018 ).
- The base prospectuses relating to the public offer of "Cash Collect", "Express", "Bonus" and "Twin Win" certificates issued by Unicredit Bank AG have been approved (decision of March 21, 2018).
- Precautionary suspension, for a period of sixty days, of Massimo Mallardo from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20215 of December 13, 2017).
- Expulsion of Francesca Campa from the single register of financial advisors (resolution n. 20279 of January 24, 2018).