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Weekly newsletter - year XXIV - No. 47 - 17 December 2018

Commission decisions:

N.B. measures adopted by Consob are published in the electronic Bulletin 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

Pursuant to art. 7- octies, letter b) of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance), the National Commission for Companies and the Stock Exchange has ordered the following companies to cease the infringement of art. 18 of the Consolidated Law on Finance consisting of the provision of unauthorised investment services and activities to the Italian public performed by Sun Capital Limited via the www.tradeu2.com website (Resolution no. 20742 of December 12, 2018).

The National Commission for Companies and the Stock Exchange has also:

  • suspended as a precautionary measure, for ninety days, pursuant to article 99, paragraph 1, letter b) of the Consolidated Law on Finance, the offer to the public resident in Italy involving contracts for "Bitsurge Tokens" promoted on the www.bitsurge.io website and on the "Bitsurge Token" Facebook page (Resolution no. 20741 of December 12, 2018);
  • suspended as a precautionary measure, for ninety days, pursuant to article 99, paragraph 1, letter b) of the Consolidated Law on Finance, the offer to the public resident in Italy involving " Green Earth certificates" promoted on the Facebook page "Project Crypto Green Earth" (Resolution no. 20740 of December 12, 2018).

INVESTOR PROTECTION WARNINGS FROM OTHER AUTHORITIES

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Austria (Financial Market Authority - FMA), Belgium (Financial Services and Markets Authority - FSMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), France (Autorité des Marchés Financiers - AMF) and Hong Kong (Securities and Futures Commission - SFC), report the companies and websites that are offering investment, financial and insurance services without the required authorisation.

Reported by the FCA:

  • Friedman Associates Ltd (www.friedmanassociatesltd.com), with declared registered address in New York;
  • Blooming Finance (www.bloomingfinance.co.uk), with declared registered address in London;
  • Westerman Consultancy Ltd (www.westermanconsultancy.com), with declared registered address in New York;
  • Sullivan Seton Murphy Law Firm (www.sullivansetonmurphylaw.com), with declared registered address in Cincinnati (USA);
  • TradeBNP (www.tradebnp.com), with declared registered address in Belfast;
  • Digital Gold Xchange Limited (https://digitalgoldxchange.com), with declared registered address in Zurich;
  • JamesHambros (jameshambros.com; jameshambros.co.uk; jhambro.com; jameshambros.uk.com), clone of the authorised company James Hambro & Partners LLP (www.jameshambro.com), with registered address in London (reference no. 513246); 
  • Goldoneo (www.goldoneo.com) clone of the authorised company Berkley Futures Limited (www.bfl.co.uk), with registered address in London (reference no. 114159);
  • PVP Research (www.pvpresearch.com) with declared registered addresses in Zurich, London and New York;

Reported by the FMA:

  • Top10Coins (www.top10coins.pro, www.top10coins.blogspot.com), with declared registered address in Hong Kong.

Reported by the FSMA:

  • Aaron Brett (www.aaronbrett.com), with declared registered address in Hong Kong.

Reported by the CNMV:

  • Guzman Carreras Y Cia (www.socialtradingcommunity.com).

Reported by the AMF:

  • MAG Asset (www.magasset.com).

Reported by the SFC:

  • YI Qi Group (https://xgyq.yqjrgroun.com), with declared registered address in Hong Kong;
  • Aaron Brett (www.aaronbrett.com), with declared registered address in Hong Kong.

* * *

The French supervisory authority (Autorité des Marchés Financiers - AMF) warns the public against the fraudulent use of the name and contact details of the ICVC Objectif Finance Investissements (OFI).


ANSALDO STS SPA TAKEOVER BID: CONSOB ESTABLISHES THE CONSIDERATION FOR FULFILMENT OF THE COMMITMENT TO BUY AND APPROVES THE INFORMATION DOCUMENT

CONSOB has established the consideration of 12.70 euro per share for the fulfilment of the commitment to buy referred to in article 108, paragraph 2 of Leg. Decree no. 58/98 by Hitachi Rail Italy Investments Srl for ordinary shares issued by Ansaldo STS Spa (Resolution no. 20738 of December 12, 2018) and has approved the information document concerning the procedure for the fulfilment of the aforementioned commitment to buy (Resolution no. 20739 of December 12, 2018).

The bidder, Hitachi Rail Italy Investments Srl (Hitachi ), is a vehicle company founded in 2015, controlled by the Japanese Hitachi Ltd, listed on the Tokyo Stock Exchange Inc, which controls it via Hitachi Rail Italy Holdings Srl and Hitachi Rail Europe Ltd.

The business of the Hitachi Group is highly diversified and includes the production and provision of services in the areas of IT systems and telecommunications, public infrastructure and industrial systems.

Ansaldo is a company listed on the Star segment of the MTA since 2006 and, except for Hitachi, no entities hold shares in excess of 3% of the share capital.

On October 29, 2018, Hitachi and its parent company Hitachi Ltd signed an agreement with Elliott Management Corporation, Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership for the sale to Hitachi of 63,588,837 Ansaldo shares, corresponding to 31.79% of its capital and all of the shares held by Elliott, at a price of 12.70 euro. With this sale, Hitachi, which since March 23, 2016 held 50.77% of Ansaldo’s capital, reached a shareholding of 82.57% of the same capital.

On the same day of October 29, 2018, Hitachi had announced its intention to promote a full takeover bid of Ansaldo shares, thus involving the 17.43% of the share capital of the issuer, at the same price per share it paid to Elliott, and corresponding to 12.70 euro per share. The main objective of the bid was the delisting of the issuer, thus, for the bid to be effective, it required reaching a shareholding higher than 90% of the shares of the issuer. In the same notice, the bidder had also stated that if it had been exceeded the threshold of 90% of the shares, Hitachi would not have restored the float, but would have given effect to the commitment to buy pursuant to article 108, paragraph 2 of the Consolidated Law on Finance, and would have exercised the right to buy the remaining shares pursuant to article 111 of the Consolidated Law on Finance in the case of reaching a total participation at least 95% of the share capital.

On November 19, 2018, Hitachi registered the document relating to the said takeover bid; at at this date, Hitachi held 177,971,623 Ansaldo shares, equal to 88.99% of the capital.

On November 22, 2018, before the approval of the offer document, Hitachi, due to the purchases made on the market at the same price of 12.70 euro per share and, in particular, due to the purchase of 1,278,843 Ansaldo shares equal to 0.64% of the share capital, reached a holding of 180,049,116 shares, equal to 90.02% of Ansaldo’s capital.

By exceeding the threshold of 90% of the capital of Ansaldo, Hitachi achieved the following:

- the commitment to buy, for the remaining shareholders of Ansaldo who so request, all Ansaldo shares still in circulation as at that date, numbering 19,950,884 and corresponding to 9.98% of the capital, in accordance with the provisions of article 108, paragraph 2 of the Consolidated Law on Finance.

The consideration for the fulfilment of the commitment to buy will be determined by CONSOB pursuant to the combined provisions of articles 108, paragraph 4, of the Consolidated Law on Finance and article 50, paragraphs 7 and 10 of the Issuers Regulation;

- the withdrawal on the part of the bidder of the document registered on November 19, 2018, as part of the full takeover bid.

Subsequent to the arising of the commitment to buy, Hitachi continued to make purchases on the market at the price of euro 12.70 per share, such as to achieve a shareholding of 182,094,567 shares, equal to 91.05 % of the capital.

Therefore, the commitment to buy involves a maximum of 17,905,433 Ansaldo shares, equal to 8.95 % of the capital. The period for the presentation of requests to sell, agreed with Borsa Italiana Spa, starts on December 17, 2018 and ends on January 18, 2018.

Should Hitachi (jointly with its collaborators), as a result of the commitment to buy, end up holding an overall participation of at least 95% of the issuer's share capital, it will avail itself of the right to buy the remaining shares pursuant to article 111 of the Consolidated Law on Finance (right to squeeze out), thus also fulfilling, with a single procedure, the obligation referred to in article 108, paragraph 1, of the Consolidated Law on Finance.

Otherwise, in the even that, as a result of the procedure, the threshold of 95% of the capital is not reached, Borsa Italiana will order, pursuant to article 2.5.1, paragraph 6 of the Borsa Regulation, the withdrawal from the listing and trading of Ansaldo shares as of the open stockmarket day following the date of payment.


CONSOB: ALLOCATION OF THE ROLES OF CORRUPTION PREVENTION AND TRANSPARENCY OFFICER AND PERSONAL DATA PROTECTION OFFICER

The Commission has assigned the role of Corruption Prevention and Transparency Officer (RPCT) pursuant to Law no. 190/2012 to Giulia Bertezzolo, Secretary General. The office shall run from December 17, 2018 (Resolution no. 20733 of December 10, 20188).

The Corruption Prevention and Transparency Officer is responsible for performing in full autonomy and effectiveness all the activities attributed to the role by law and, in particular: a) the drafting of the proposal for a Three-year Corruption Prevention Plan, to be submitted for approval to the Commission; b) exercising, in full autonomy, the powers provided for by the law for the purposes of corruption prevention, including those relating to the implementation of the obligations of transparency referred to in Leg. Decree no. 33/2013.

Giulia Bertezzolo replaces Marina Cicchetti, Manager of the Internal Audit Office, whose term as Corruption Prevention and Transparency Officer has come to an end.

The Commission also assigned Giulia Bertezzolo to the role of Personal Data Protection Officer (DPO), again with effect from December 17, 2018, replacing Adriana Rossetti, Manager of the Regulatory Strategies Division (Resolution no. 20734 of December 10, 20188).

The Personal Data Protection Officer, in compliance with the provisions of article 39, para. 1, of Regulation (EU) 2016/679 (GDPR), is responsible for performing, in full autonomy and independence, the following tasks and functions:

a) informing and giving advice to the Data Controller or Data Processor, as well as to employees who perform the processing, in relation to the obligations of the GDPR, as well as those of other national or European regulations on data protection;

b) supervising compliance with the GDPR, other national or European regulations on data protection, as well as with the policies of the Data Controller or Data Processor on the subject of personal data protection, including the allocation of responsibilities, raising awareness and training of staff who are involved in data processing and related control activities;

c) providing, where required, an opinion on data protection impact assessment and monitor its performance pursuant to article 35 of the GDPR;

d) cooperate with the guarantor for the protection of personal data;

e) acting as a point of contact with the guarantor for personal data protection for issues related to data processing, including the prior consultation referred to in article 36 of the GDPR, and undertake, where appropriate, consultations on any other matter;

f) keeping a register of processing operations.


ASSIGNMENTS AT CONSOB

With Resolutions nos. 20743 and 20744 of December 13, 2018, the Commission assigned with effect from December 17, 2018 the following roles:

Aldo Magnoni, formerly Manager of the Inspectorate Division, was assigned Manager of the Administration Division;

Serenella Pizzoferrato, formerly Head of the Administration Division, was assigned Manager of the Research Division;

Giovanni Portioli, formerly Manager of the Abusive Phenomena Surveillance Office, was assigned Manager of the Inspectorate Division;

Marie Antoinette Scopelliti, Manager of the Markets Division, was assigned temporary manager, until March 31, 2019, of the Abusive Phenomena Surveillance Office.


CONSOB – CATTOLICA SEMINAR ON BANKING AND FINANCE: FOURTH MEETING FOR THE ACADEMIC YEAR 2018/2019

On Wednesday, December 19, from 2.30 pm, a new seminar will be held, part of the series of meetings on banking and finance for the academic year 2018-19, organised by CONSOB and the Università Cattolica del Sacro Cuore, Department of Economics and Business Management. Lecture Hall 100 of the Università Cattolica, with entrance in via Necchi 9, Milan.

The seminar, led by Kasper Meisner Nielsen (Copenhagen Business School and Hong Kong University of Science and Technology) will focus on the theme ‘Do Financial Misconduct Experiences Spur White-Collar Crime?’.

Participation in the event is open to anyone and free of charge. For information: www.unicatt.it/segesta, dip.segesta@unicatt.itm, telephone: 02.72342467.


 

- COMMISSION DECISIONS -

taken or made public during the week
(the documents are available in the Italian version of "Consob Informa") 

Consob

  • The role of Corruption Prevention and Transparency Officer (RPCT) is assigned to Giulia Bertezzolo, Secretary General, with effect from December 17, 2018 (Resolution no. 20733 of December 10, 20188).
  • The role of Personal Data Protection Officer (DPO) is assigned to Giulia Bertezzolo, Secretary General, with effect from December 17, 2018 (Resolution no. 20734 of December 10, 20188).
  • The assignment of roles at CONSOB (Resolutions nos 20743 and 20744 of December 13, 2018).

Takeover bids and exchange tender offers

  • The consideration has been established for the fulfilment of the commitment to buy referred to in article 108, paragraph 2 of Leg. Decree no. 58/98 by Rail Italy Investments Srl for ordinary shares issued by Ansaldo STS Spa and approval has been granted for the information document concerning the procedure for fulfilment of the aforementioned commitment to buy (Resolutions nos. 20738 and 20739 of December 12, 2018).

Prospectuses

  • Approval has been granted for the supplement to the registration document and the base prospectuses for the offering programmes and/or listing of bond certificates issued by Unicredit Spa (Decision of December 12, 2018).
  • Approval has been granted for the base prospectus for the public bid programme for bonds issued by Banca di Desio e della Brianza Spa (Decision of December 13, 2018).
  • Approval has been granted for the base prospectus for the public bid programme and/or listing of bonds issued by Banca Imi Spa (Decision of December 12, 2018).
  • Approval has been granted for the base prospectus for the public bid programme for bonds issued by Banca di Credito Cooperativo di Roma Sc (Decision of December 13, 2017).
  • Approval has been granted for the base prospectus for the public bid programme for bonds issued by Banca Popolare di Sondrio Scpa (Decision of December 13, 2018).

Registers and lists

  • Approval of registration of Build Around Srl, with registered address in Milan, on the operators’ register established by article 50-d, paragraph 2 of Legislative Decree no. 58 of 24 February 1998 (Resolution no. 20737 of December 12, 2018).
  • Expulsion of Domenico Penno from the single register of financial advisors (Resolution no. 20679 of November 9, 2018).
  • Expulsion of Giovanni Bezze from the single register of financial advisors (Resolution no. 20681 of November 9, 2018).
  • Expulsion of Fabio Pelati from the single register of financial advisors (Resolution no. 20629 of October 16, 2018).
  • Expulsion of Raul Paciocco from the single register of financial advisors (Resolution no. 20684 of November 9, 2018).
  • Sanctioning suspension, for three months, of Carlo Rossi from the single register of financial advisors (Resolution no. 20718 of November 22, 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.