Weekly newsletter - year XXIV - No. 37 - 08 October 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), Ireland (Central Bank of Ireland), Austria (Austrian Financial Market Authority – FMA), Poland (Polish Financial Supervision Authority - KNF), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Belgium (Financial Services and Markets Authority - FSMA) 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:
- Interfinancial, clone of the authorised company Interfinancial Limited (reference n. 708431);
- Crypto Options Trader (www.crypto-optionstrader.com), with declared offices in London;
- Mayfield Pension Services (www.mayfieldpensions.com; www.mayfieldpensions.com/landing; www.mayfieldpensions.com/safeinvest/),with declared offices in the United Kingdom, clone of the company of the same name (reference n. 08580724).
Reported by the Central Bank of Ireland:
- Bridge Road Capital Management,with declared offices in Ireland.
Reported by the FMA:
- Gerber and Partners (www.gerberandpartners.com);
- ArbitraCoin (www.arbitracoin.com);
Reported by the KNF:
- For Direct Srl.
Reported by the FINMA:
- Benchhill Partners Ltd (www.benchhill.ch), with declared offices in Zurich;
- Newport Legacy Inc (https://newportlegacy.net), with declared offices in Zurich;
- Trade Capital Investments Ltd (https://tradecapital.com), with declared offices in Geneva.
Reported by the FSMA:
- Yamaguchi Laurentian Securities;
- Sumitomo Gunma Holdings;
- Shinsei Securities;
- Kangyo Yokohama Securities;
- Cruzinvest.uk / Publicprivatebank.com;
- Asahi Marusan Management.
Reported by the SFC:
- Sheridan Wells Advisors (www.sheridanwellsadvisors.com),with declared offices in Hong Kong;
- Hk Guojing Investment Management Limited (www.hkmzqh.com),with declared offices in Hong Kong and in China.
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The French supervisory authority (Authorité des Marchés Financiers - AMF) has published the following list of websites through which atypical investments are offered without authorisation:
The list is published on the AMF website, at the following address: www.amf-france.org.
The Commission has approved the prospectus relating to the admission to trading of ordinary Piovan Spa shares on the Mercato Telematico Azionario (MTA) organised and managed by Borsa Italiana Spa.
Borsa Italiana issued the measure for admission to listing of Piovan shares on October 3, 2018.
Piovan Spa is classified as a small-medium enterprise (SME) under article 1, paragraph 1, letter w-quater.1) of the Consolidated Law on Finance (TUF) as it has a turnover, for the financial year ended December 31, 2017, below 300 million euros.
The group is the main operator at the global level in the development and production of auxiliary production process automation systems for the storage, transport and treatment of polymers and plastic powders (systems for the plastics area). Since 2015, the group has also been increasingly active in the development of auxiliary production process automation systems for the storage, transport and treatment of food powders (systems for the food area). Furthermore, the group assists its customers on a global basis; this is also carried out through continuous technical assistance, which includes the sale of machinery spare parts and the provision of a range of further services (services and spare parts).
At the prospectus date the issuer is indirectly legally controlled, pursuant to article 2359, paragraph 1 of the Civil Code and article 93 of the TUF, by the Chairman of the Board of Directors Nicola Piovan who, through Pentafin Spa, holds 94.07% of its share capital. Pentafin's legal control of the issuer will also continue following the offer and the company will therefore not be able to compete.
The offer exclusively consists in a sales offer by the selling shareholder, Pentafin, reserved for institutional investors. The offer is aimed at the admission to trading of the issuer's ordinary shares on the MTA and, given the necessary conditions, on the Star segment. No offer to the general public is envisaged.
The offer concerns shares equal to 35% of the share capital. It is also envisaged that the selling shareholder will grant the greenshoe option. In the event of full exercise of the greenshoe option the shares offered will represent a total of 40.22% of the issuer's share capital.
Among the "investor warnings" and in the "risk factors" chapter the prospectus reports the risk elements relating to the issuer and the group, the sector in which they operate, the offer and the financial instruments subject to listing.
The Commission provides – in the form of Q&As (Questions and Answers) – clarifications in relation to certain aspects of the regulation of the knowledge and competence requirements of intermediaries' personnel (articles 78 to 82 of the Intermediaries' Regulation, adopted with CONSOB resolution n. 20307 of February 15, 2018) who provide information or advice to customers regarding investments in financial instruments. In particular, the Q&As published on the website www.consob.it in the section "CONSOB and its activities/regulation/intermediaries/CONSOB guidelines" refer to the following topics of the Intermediaries' Regulation:
- scope of application (article 78);
- knowledge and competence requirements (articles 79 and 80);
- requirements of the supervisor (article 81);
- other requirements for intermediaries (article 81);
- professional development methods for financial advisors authorised to carry out door-to-door selling (articles 81 and 156).
CONSOB has adopted an internal policy that regulates cases in which issuers may be authorised to delay, under their own responsibility, the public disclosure of inside information with a potential systemic impact, in compliance with article 17, paragraph 5, of the European Market Abuse Regulation (MAR). The policy adopted is in addition to the ordinary one, which is accessible to all issuers pursuant to the MAR (article 17, paragraph 4).
For the delayed disclosure to be authorised the issuer must show that: (a) there is the risk that the immediate disclosure of the inside information could compromise the issuer's stability and that of the financial system; (b) there is a public interest in delaying the disclosure; (c) the confidentiality of the information is guaranteed.
The policy outlines CONSOB's evaluation process and the information exchanges with the prudential supervisory authorities.
CONSOB takes this opportunity to note that ESMA, the European Securities and Markets Authority, has published three Q&As concerning article 17, paragraph 5 of the MAR in the "Questions and Answers on the market abuse regulation (MAR)" relating, respectively, to the evaluation of the existence of the conditions to request authorisation (Q&A n. 5.3), the expected duration of the delay (Q&A n. 5.4) and, in the event of refused authorisation, the impossibility to ordinarily delay the publication pursuant to article 17, paragraph 4 of the MAR (Q&A n. 5.5).
On September 21 EMSA, the European Securities and Markets Authority, resolved to extend the restriction on the marketing, distribution or sale of binary options to retail investors for three months. The restriction was previously in force from July 2 to October 1, 2018 (see "Consob Informa" n. 22/2018). The extension begins from October 2, 2018 and is valid for a further quarter.
A limited number of products previously present in the initial measure were excluded that – in the opinion of EMSA – carry reduced risks for investors.
CONSOB, with resolution n. 20598 of October 1, 2018, has temporarily prohibited short selling of the Astaldi security (ISIN code IT0003261069) for the entire trading session of Tuesday October 2, 2018.
The prohibition was adopted in application of article 23 of the EU Regulation on short selling, in view of the price variation recorded by the security on October 1, 2018 (above the threshold of -10%).
The prohibition concerned short sales assisted by the availability of the securities.
With this the reach of the prohibition of naked short sales is extended and reinforced, which is already in force for all equity securities since November 1, 2012 by virtue of the EU Regulation on short selling.
The text of the provision is available on the website www.consob.it.
Subsequently with resolution n. 20599 of October 2, 2018, the Commission decided to extend the prohibition on short selling of the security until the end of the trading session of October 4, 2018.
The extension of the prohibition was also adopted in application of article 23, paragraph 2 of the EU Regulation n. 236/2012 concerning short selling, in view of the price variation recorded by the security on October 2, 2018 (above the threshold of -5%).
As part of the initiatives promoted for Financial education month 2018, CONSOB has organised a seminar for the presentation of the Report on the investment choices of Italian households for 2018. The report provides evidence on the level of financial knowledge, investment habits and the demand for financial advice among Italian households.
The presentation, introduced by the CONSOB Vice Chairman Anna Genovese, will be held on Monday October 22, from 10:30 to 13:30 at the CONSOB Auditorium Consob (Via C. Monteverdi, 35 – Rome).
The conference programme will be published in the coming days.
Participation is free, but please register online using the SIPE form (http://www.consob.it/web/area-pubblica/iscrizione-seminari).
The conference entitled "Sustainable finance and corporate social responsibility", organised by CONSOB, Fondazione Symbola and Fondazione Adriano Olivetti will be held on Thursday October 25, at 15:00 in Rome at the CONSOB Auditorium, with entrance on via Claudio Monteverdi, 35.
The programme of the conference, moderated by Guido Gentili (Il Sole 24 Ore), includes talks from: Anna Genovese (CONSOB Vice Chairman), Ermete Realacci (Fondazione Symbola), Beniamino De' Liguori Carino (Fondazione Adriano Olivetti), Ernesto Ciorra (Enel), Veronica Tonini (Ferragamo), Mirta Barbareschi (Biblioteca Bilancio Sociale) and Father Enzo Fortunato (Sacro Convento di Assisi).
The final remarks will be given by Alberto Bonisoli, Minister for cultural assets and activities and tourism.
To participate in the works it is necessary to register online using the SIPE form (http://www.consob.it/web/area-pubblica/iscrizione-seminari).
Through the Baffi-Carefin Research Centre, CONSOB, ESMA and Bocconi University have published a call for papers for the conference, “Securities markets: trends, risks and policies”, to be held March 7, 2019 in Milan at the Bocconi University.
Work on the following topics will be taken into consideration: financial innovation and systemic risk; microstructure of markets, post-trading and market efficiency; market-based finance; corporate governance; financial services, investor protection and financial education.
Contributions are to be submitted by October 31, 2018 via email to “firstname.lastname@example.org” . Each proposal will be subject to a referral process - supervised by a scientific committee coordinated by Massimo Guidolin (Bocconi University), Claudia Guagliano (ESMA) and Luca Giordano (CONSOB) - with approval by a steering committee, composed of Bocconi University ( Donato Masciandaro, Director of the Baffi-Carefin Centre), ESMA and CONSOB (Carmine Di Noia, Commissioner). The results of the selection will be announced by December 10, 2018.
Work that employs data relating to the European context with policy implications shall be particularly welcome. We also encourage contributions from European supervisory authorities and other competent national authorities in order to strengthen the debate on issues of financial supervision.
CONSOB Chairman, Mario Nava will make the keynote speech introducing the conference and Andrea Sironi (Bocconi University and President of Borsa Italiana) will present the final considerations. The final conference programme will be published on the CONSOB, ESMA and Bocconi University websites by the end of first week of January 2019.
The full call for papers is available at the following links:
taken or made public during the week
(the documents are available in the Italian version of "Consob Informa")
- Temporary prohibition on the short selling of the Astaldi security (resolutions n. 20598 of October 1, 2018 and n. 20599 of October 2, 2018).
The prospectus relating to the admission to listing on the Mercato Telematico Azionario (MTA) organised and managed by Borsa Italiana Spa of ordinary Piovan Spa shares has been approved (decision of October 4, 2018).
The base prospectus relating to the public bid programme of certificates issued by Banca Imi Spa has been approved (decision of October 4, 2018).
The prospectus relating to the offer of units of the Italian real estate closed-ended non-reserved AIF (Alternative Investment Fund) "FAI Mercati Privati Globale", managed by Fideuram Investimenti Funds Sgr spa has been approved (decision of October 2, 2018).
Registers and lists
Precautionary suspension, for sixty days, of Lorenzo Bresciani from the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20578 of September 13, 2018).
Precautionary suspension, for sixty days, of Gian Carlo Cremaschini from the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20579 of September 13, 2018).
ESMA extends the restrictions on binary options for three months
- On September 21 EMSA, the European Securities and Markets Authority, resolved to extend the restriction on the marketing, distribution or sale of binary options to retail investors for three months. The restriction was previously in force from July 2 to October 1, 2018 (see "Consob Informa" n. 22/2018). The extension begins from October 2, 2018 and is valid for a further quarter.
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.