Weekly newsletter - year XXIV - No. 15 - 16 April 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 supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Poland (Polish Financial Supervision Authority - KNF), the Czech Republic (Czech National Bank), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), the United States (Securities and Exchange Commission - SEC) and Brazil (Comissão de Valores Mobiliários - CVM) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Fxc Markets (www.fxcmarkets.com), clone of the authorised company Fxc Markets (www.fxcm.com/ de, Berlin offices), with offices in London (reference n. 217689);
- The Castlebrook Properties Hmo Properties Bond / Castlebrook Properties (www.castlebrookproperties.com), clone of the authorised company Castlebrook Properties Limited (reference n. 01161188), with offices in London;
- ProInvest Solutions (www.proinvestsolutions.com), clone of the authorised company Proinvest - CZ s.r.o (reference n. 445330), with offices in the Czech Republic.
Reported by the CNMV:
- Media Gc Limited - Tradegc (https://mediagcltd.com/es).
Reported by the KNF:
- Homepay Sp. z o.o..
Reported by the Czech National Bank:
- Yolenger Sro, which operates with the trading platform GreenFields Capital (www.greenfieldscapital.com), with offices in Prague.
Reported by the FINMA:
- CSBank S.P. / CSBank.ch (www.csbank.ch).
Reported by the SEC:
- Worldwide Insurance Network Group;
- Vogel, Maines & Associates;
- Secured Trade Investment;
- S-Acquisition Corp;
- Revera Associates;
- Mergers & Acquisitions Law Group;
- Maxwell Mergers & Acquisitions Group Inc.;
- MacMillian Escrow Trust;
- Leo Equities;
- Hamza and Associates;
- East Coast Law Florida;
- Dukes Merger & Acquisitions, Inc.;
- Cdn Law;
- Cartwright Law Specialist Boston;
- Baker Hamlin;
- Ares Acquisitions.
Reported by the CMV:
- Rr Consultoria e Servicos;
- Feats Comunicação Criativa Ltda;
- Alberi Pinheiro Lopes Epp;
- G44 Brasil Intermediacoes Financeiras Eireli.
Mario Nava, the new President of CONSOB, took office today to lead the Commission.
Alongside President Nava, the Board is now also composed of Commissioners Anna Genovese, Giuseppe Maria Berruti, Carmine Di Noia and Paolo Ciocca.
Today, April 16, CONSOB has launched a consultation with the market for the purposes of the adoption of the new regulation containing provisions implementing Italian Legislative Decree n.231 of November 21, 2007 concerning the organisation, procedures and internal controls of statutory auditors and auditing firms with audit engagements on public-interest entities or on entities subject to an intermediate regime, for preventing and combatting the use of the economic and financial system for the purposes of money laundering and funding terrorism.
The new regulation will replace that approved with resolution n. 17836/2011, in force until March 31, 2018, with which CONSOB had regulated these areas, based on the former text of article 7 of Italian Legislative Decree n.231/2007.
The new regulation contains provisions that are largely similar to those contained in measure n. 17836/2011. This is due to the fact that the primary regulations (Italian Legislative Decree n.90/2017) have not introduced significant changes in terms of the configuration of organisational and procedural safeguards that those subject to obligation are required to adopt. However, in light of the consolidated supervisory experience gained and essentially according to a fine-tuning perspective, the Commission deemed it appropriate to alter the text of the measure to make some changes and additions.
In order to contain the burdens weighing on supervised subjects, in drafting the new regulation subject to consultation an approach was followed that was aimed at:
- simplifying the text of measure n. 17836/2011, removing the descriptive parts, the usefulness of which is now not needed after years of experience in its application;
- preserving the essential perceptive content of the regulations of measure n. 17836/2011 by making regulatory updates and additions, only where necessary, aimed at better specifying the duties and responsibilities of the individual bodies and departments involved in the processes for preventing and combatting money laundering and funding of terrorism, also in light of the outcomes of the supervisory activities;
- envisage obligations for the analysis and assessment of the risks of money laundering and funding terrorism to which the statutory auditors and auditing firms are exposed, in order to implement the risk based approach that has become central in light of the so-called 4th Money Laundering Directive and the national decree transposing said directive;
- introduce ex novo some specific provisions relating to natural persons-statutory auditors (articles 4 and 18), in light of the principle of proportionality.
The entry into force of the news regulation is envisaged for July 1, 2018.
Until the entry into force of the provisions implementing Italian Legislative Decree n.231 of November 21, 2007, auditing firms:
- may continue to apply the provisions of measure n. 17836/2011, which is generally compatible with the new primary regulatory framework;
- shall apply the adequate verification obligations analytically envisaged by the relative provisions of the new decree n.231 (Title II – Chapter I);
- shall apply the storage obligations referred to in the new decree n. 231 (Title II – Chapter II) and may continue to use the digital archives already established in compliance with the Banca d’Italia measure of April 3, 2013.
Observations on the consultation document may be sent online by May 16, 2018, through SIPE.
CONSOB has approved the supplement to each of the documents relating to the voluntary public takeover bids promoted, in accordance with article 102 of Italian Legislative Decree n.58 (Consolidated Law on Finance – TUF), by Crédit Agricole Cariparma Spa (CA Cariparma) on ordinary shares and warrants issued by Cassa di Risparmio di Cesena Spa and on ordinary shares issued by Cassa di Risparmio di Rimini Spa and by Cassa di Risparmio di San Miniato Spa.
With resolutions n. 20368, 20369 and 20370 of March 28, 2018, the Commission had approved the bid documents relating to the public takeover bids on CR San Miniato, CR Rimini and CR Cesena, respectively, promoted by Crédit Agricole Cariparma Spa (see "Consob Informa" n. 13/2018).
The bidding period for each bid started on April 9, and will end on May 18, 2018, subject to possible re-opening of the terms on May 28, 29, 30 and 31 and June 1, 2018.
The supplements were made necessary in order to take account of the amendments and/or additions to the paragraphs relating to the methods for payment of the consideration and the guarantee of proper fulfilment of each bid document, and report the specific methods for payment of the consideration by the bidder or the guarantor, in the event of default by the former.
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 April 19, 2018 from 11:30 in Room 100 of the Università Cattolica, entrance at Via Necchi 9, Milan.
The seminar, led by Hans Degryse (Katholieke Universiteit Leuven) will be entitled "Once upon a broker time? Order preferencing and market quality".
Participation in the event is open to anyone and free of charge. For information: www.unicatt.it/segesta, firstname.lastname@example.org, telephone: (+39) 02.72342467.
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 bids and exchange tender offers
- The supplements to the documents relating to the voluntary public takeover bids promoted, in accordance with article 102 of the TUF, by Crédit Agricole Cariparma Spa (CA Cariparma) on ordinary shares and warrants issued by Cassa di Risparmio di Cesena Spa and ordinary shares issued by Cassa di Risparmio di Rimini Spa and by Cassa di Risparmio di San Miniato Spa have been approved (decision of April 13, 2018).
- The supplement to the base prospectus relating to the bid programme for bonds issued by Banca di Credito Cooperativo dell’Oglio e del Serio Sc has been approved (decision of April 13, 2018).
Registers and lists
The application for revocation of BG Fiduciaria Sim Spa for express waiver of the authorisation to carry out investment services referred to in article 1, paragraph 5, letters d) and f), of the TUF, following the merger by incorporation into Banca Generali Spa, and consequent removal of the company from the register referred to in article 20, paragraph 1, of the same decree
has been approved (resolution n. 20377 of April 13, 2018).
- Expulsion of Andrea Campatelli from the single register of financial advisors (resolution n. 20352 of March 21, 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.