News of the week:
Abusive financial services: Consob blacklists 5 abusive sites and warns against initiatives relating to the improper use of the image of well-known personalities to promote investments of a financial nature
SAVE THE DATE: Consob’s annual meeting with the financial market to be streamed live at 11.00 am on Tuesday 16 June 2020
Gender quotas: Consob amends the Issuers' Regulations. The criterion of rounding up as a general rule and rounding down only for three-member boards has been confirmed. The new regulations will apply for six consecutive terms of office from 2020
Clarification on the application of the increased voting right rules
Approval of the amendments to the regulations of Borsa Italiana Spa
Investor protection warnings from other supervisory authorities
- NEWS OF THE WEEK -
ABUSIVE FINANCIAL SERVICES: CONSOB BLACKLISTS 5 ABUSIVE SITES AND WARNS AGAINST INITIATIVES RELATING TO THE IMPROPER USE OF THE IMAGE OF WELL-KNOWN PERSONALITIES TO PROMOTE INVESTMENTS OF A FINANCIAL NATURE
Consob has ordered the black-out of 5 new websites that offer financial services illegally.
The commission availed itself of the powers resulting from the ‘Decreto Crescita' (‘Growth Decree'; Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies), on the basis of which Consob can order internet access providers to block access from Italy to websites offering financial services without the proper authorisation.
The companies and websites are listed below:
- Uptos Ltd (website www.uptos.com);
- Swissgems Ltd and Media Solutions Ltd (website www.marketscfd.net);
- Zurichbanc Ltd (website www.zurichbanc.co);
- Platinumpro Investment Ltd (website https://platinumproinvestment.com);
- Bitcoin-Trader (website https://bitcointrader.software).
The number of sites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 204.
The measures adopted by Consob can be consulted on the website www.consob.it.
The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.
Consob draws investors' attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard their savings: these include, for websites that offer financial services, checking in advance that the operator with whom they are investing is authorised, and, for offers of financial products, that a prospectus has been published.
To this end, Consob would remind you that there is a section on the homepage of its website entitled "Be aware of fraud!", which provides useful information to warn investors against financially abusive initiatives.
Moreover, Consob warns investors, with a special notice, about the practice adopted by abusive financial operators who improperly use the name and image of celebrities to promise easy earnings and induce investors to subscribe to investment proposals.
In particular, Consob warns that parties not authorised to provide investment services, addressing savers mainly through websites and social media, improperly associate untruthful statements, interviews or images of public figures with services they unlawfully offer or provide. The purpose of this practice is to promote investment services to investors using the images of people well-known in various sectors without their knowledge.
Consob's annual meeting with the financial market will be held at 11.00 am next Tuesday, 16 June.
In view of the current health emergency, the speech by its Chairman, Professor Paolo Savona, will be streamed live.
GENDER QUOTAS: CONSOB AMENDS THE ISSUERS' REGULATIONS. THE CRITERION OF ROUNDING UP AS A GENERAL RULE AND ROUNDING DOWN ONLY FOR THREE-MEMBER BOARDS HAS BEEN CONFIRMED. THE NEW REGULATIONS WILL APPLY FOR SIX CONSECUTIVE TERMS OF OFFICE FROM 2020
Consob approved the amendments to the Issuers' Regulations (resolution no. 21359 of 13 May 2020) to adapt them to the provisions on gender balance in the corporate bodies of listed companies introduced by the 2020 Budget Law.
The law (no. 160 of 27 December 2019) raises from at least one third (33%) to at least two fifths (40%) the proportion of places on the management and control bodies reserved for the least represented gender and extends the period of validity of the rule from three to six consecutive terms. The changes to the regulations, adopted after consultation with the financial market, confirm the approach adopted by Consob in its Communication of 30 January last (Communication No 1/2020 of 30 January 2020), which became necessary as a matter of urgency in order to provide interpretative clarifications on the application of the new rules ahead of the imminent season in which the corporate bodies of listed companies are renewed.
With the aforesaid resolution, Consob reiterates that the criterion for the calculation of the number of places on corporate bodies to be reserved for the least represented gender is - as a general rule and in continuity with the previous regulations - that of rounding up. Rounding down is prescribed only for corporate bodies made up of three people, given the arithmetical impossibility of ensuring gender balance by rounding up.
At the same time, through the regulatory amendments, Consob has made it clear that the strengthening of the controls the Law was designed to create, to safeguard the less represented gender, applies for six consecutive terms of office starting from the first renewal of the corporate bodies after the entry into force of the budget law, i.e. from 1 January 2020.
The explanatory report and the responses received in the consultation are available at the following address: http://www.consob.it/web/area-pubblica/consultazioni?viewId=consultazioni_concluse.
With Communication No. 5/20 of 8 May 2020, Consob provided clarifications on the application of the rules on increased voting rights pursuant to article 127-quinquies of Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance), introduced by Legislative Decree no. 91 of 24 June 2014 (the "Competitiveness Decree"), converted by Law no. 116 of 11 August 2014. In particular, this Communication addresses the issue of the admissibility of the increased voting rights for a shareholder in consideration of a holding period - prior to the listing of the issuer - that also includes the period in which the listing company had the legal form of S.r.l. and not S.p.A.
Paragraph 7 of article 127-quinquies of the Consolidated Law on Finance expresses a benefit of the law that allows listing companies to introduce increased voting rights and also include the period prior to listing in the calculation of the continuous holding period.
Consob clarifies, firstly, that there is no obstacle to concluding that the reference to "prior possession" is generic, and therefore that it refers to any form of participation in the ownership of the company, whether private or public; the reference to "azioni" (shares) in the above law appears in fact to be "required", given that the rule is in fact drafted for listed "Società per Azioni", in relation to which the increased share rights will produce their effects.
Secondly, the aforementioned interpretation of the provision in question is consistent with the rationale behind increasing the voting rights, principally, the desire both to encourage the listing of Italian companies, many of which are family-owned, and to "reward" long term retention of equity investments, in order to promote the stability of the companies' management policies.
There are no reasons why the reward mechanism in question should operate only in relation to shareholdings in public companies, and not also to quotaholdings, also bearing in mind that possession of either makes relevant factors linked to the "person" of the shareholder, just as happens in the regulations on increased voting rights
It should also be stressed that being able to transform the legal form of a company ensures "continuity of legal relations" and, therefore, is consistent with the need for continuity of the company's ownership on which the introduction of increased voting rights is based.
Therefore, when applying the current provisions on increased voting rights and, in particular, paragraph 7 of Article 127-quinquies of the Consolidated Law on Finance, concerning listing companies, any prior period of ownership of quotas in the capital of an S.r.l. (Società a responsabilità limitata) may be counted for the purposes of the vesting of voting rights in the same way as the period of ownership of shares of an S.p.A. (Società per Azioni). This is provided that the quotaholding in the S.r.l. and the shareholding in the S.p.A. have been owned continuously, in the period needed for the vesting of the increased voting rights.
Consob has approved the amendments to the Regulations of the markets organised and managed by Borsa Italiana S.p.A., approved by the company's Board of Directors on 26 March (Resolution no. 21350 of 6 May 2020).
The amendments to the Market Regulations and related Instructions concern the following topics:
MTA - Introduction of regulations for shares with official prices below 0.01 euros ("penny stocks");
MTA and MIV - Change in the minimum capitalisation threshold;
MTA STAR - Introduction of the reference to the Delegated Regulation (EU) 2017/565 for sponsor research;
IDEM - Introduction of CPI (Client price improvement) orders in the IDEM;
MIV - Elimination of the regime for MIV investment companies;
All managed markets - Reverse merger regulations.
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Hong Kong (Securities and Futures Commission - SFC), Spain (Comisión Nacional del Mercado de Valores - CNMV), Austria (Financial Market Authority - FMA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), New Zealand (Financial Markets Authority - FMA New Zealand), Quebec (Autorité des Marchés Financiers - AMF - Quebec), Brazil (Comissão de Valores Mobiliários - CVM), Switzerland (Swiss Financial Market Supervisory Authority – FINMA), Ontario (Ontario Securities Commission - OSC), Ireland (Central Bank of Ireland – CBI) and Portugal (Comissão do Mercado de Valores Mobiliários – CMVM) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Infinitrade (www.infinitrade.com), with stated address in Sofia (Bulgaria).
- isa-search.co (www.isa-search.co), with stated address in London;
- Stockmarket Insider / Fixed Rate Bonds (https://fixed-rate-bonds.co.uk; https://stockmarket-insider.uk, firstname.lastname@example.org);
- Kensington Bonds Group (https://kensingtonbondsgroup.co.uk), with stated address in London;
- Nat International Funds (www.natinternationalfunds.com, www.natinternational-funds.com), clone of the authorised company Natixis International Funds (Dublin) Plc (www.im.natixis.com), based in Dublin;
- Debt Solutions / Debt Solutions (www.debt-solutions.org.uk);
- Stratis Finance / Stratis Financial (www.stratisfinancial.site);
- CentDesk / CentDesk Capital Limited (www.centdesk.com), with stated address in London;
- Dekocorp / Promotion Corp Solutions Limited (https://dekocorp.com), with stated address in London;
- Richfield Capital / Richfield Capital Limited (www.richfield-trading.com), with stated address in Belize City;
- Nimble Markets / Nimble Markets Ltd (www.nimblemarkets.com), with stated address in London;
- Allgreen Capital Ltd / Concept4x (https://concept4x.com), with stated address in Roseau Valley (Commonwealth of Dominica);
- Prime Bitcoin Miners (https://primebitcoinminers.com), with stated address in Chandler (Arizona - USA);
- Libra Markets (https://libramarkets.com), previously reported by the FMA (see "Consob Informa" no. 22/2019);
- Jones Mutual / GreenRiver OU (https://jonesmutual.com), with stated addresses in Estonia and Ireland;
- Cryptotraderoptions (https://cryptotraderoptions.com/en/), with stated address in London;
- Coinshield (www.coinshieldltd.com), with stated address in Newport (UK).
- Apex Capital Associates (www.apexcapitalassoc.com), with stated address in New York.
- Brookfield Investment Funds Plc (https://brookfieldinvestmentfundsplc.net/)with stated addresses in Dublin and London, clone of the authorised companies Brookfield Investment Funds (UCITS) Plc, based in Dublin and Brookfield Public Securities Group (UK) Limited, based in London;
- Integral Development Asset Management (www.integral-am.com), with stated address in London, a clone of the authorised company Integral Development Asset Management, based in Paris;
- Global Wealth Investment (www.globalwealthinvestment.com), clone of the authorised company Global Wealth Ltd, based in West Glamorgan (UK);
- Cfam Fx / Cfan Fx (www.cfamfx.com), clone of the authorised company IS Prime Limited, based in London;
- Atlas FMI (www.atlasfmi.com), clone of the authorised company Atlas Financial Ltd, based in Sheffield (UK);
- Class Wealth Management (www.classwealth.com), clone of the authorised company Class, based in Flirac (France);
- Black Panda Loans / Quick Lends (http://blackpandaloans.co.uk), clone of the authorised company RU Media UK Limited, based in Slough (UK);
- Chase de Vere Independent Financial Advisers Limited (www.chase-devere.com), with stated address in London, a clone of the authorised company Chase de Vere Independent Financial Advisers Limited (www.chasedevere.co.uk), based in London;
- IGPFX (www.igpfx.com), clone of the authorised company Tor Currency Exchange Limited (email: email@example.com), based in Penzance (UK);
- Courtiers Investment Services Limited (email: firstname.lastname@example.org), clone of the authorised company Courtiers Investment Services Limited (www.courtiers.co.uk);
- Merrion Stockbrokers Ltd (www.merrionbrokerage.com, www.merrionbrokers.com, www.themerrionstockbrokers.com, www.themerrion-stockbrokers.com, www.themerrion-stockbrokers.co.uk), with stated addresses in Dublin and London, clone of the authorised company Merrion Stockbrokers Ltd, based in Dublin;
- Linton Capital UK (www.lintoncapital-uk.com), clone of the authorised companies Linton Capital LLP based in London, M & G Securities Limited (www.mandg.co.uk), based in London, M & G Financial Services Limited (www.mandg.co.uk), based in London, M&G Investment Management Limited (www.mandg.co.uk) based in London;
- Leeway Financial Services (www.leewayfinancialservices.com, www.leewayfinancialservices.co.uk), with stated address in Stevenage, Hertfordshire (UK), clone of the authorised company Leeway Financial Services Ltd based in Ware, Hertfordshire (UK);
- GFS Renewable Energy (www.gfsrenewableenergy.com; https://gfsrenewableenergybond.weebly.com) clone of the authorised company GFS Renewable Energy Limited, based in London.
Reported by the SFC:
- JSGI Global Holding Limited (www.jsgigholding.com), with stated address in Hong Kong;
- Hangtung International Wealth (www.htcfhk.com), with stated address in Hong Kong;
Reported by the CNMV:
- Tim Bluesky Consulting Sl;
- Gwd Forestry Sl (www.gwdforestry.com);
- Bitcoin Storm (https://bitcoin-storm.com/es/);
- The Market Master (https://es.themarketmaster.live/);
- BTC-Billionaire (https://es.btc-billionaire.com/);
- Bitcoin Billion Club (http://bitcoin-billion-club.com/es/)
- Royal Banc (https://royalbanc.io/es/);
- Immediate Edge Bot (https://es.immediateedgebot.com/);
- Smart Trade and Investment Ltd (www.coin2fx.com/es/);
- Affort Projects S.A (https://247globaltrade.com);
- Tradeprofitoption (www.tradeprofitoption.com);
- Trademarket247 (www.trademarket247.com);
- Royalfxtrade Ltd (https://royalfxtrade.com);
- Quicktradeoption (www.quicktradeoption.com);
- Primexbt Trading Services Ltd / Prime Technologies Ltd (https://primexbt.com/es/);
- Pro Star Griffith Corporate Limited (https://news-traders.com/);
- Fx Limited (www.mciinvestments.com/es/);
- Get Into Forex (http://fxmanagedaccounts.com);
- Real Market Broker / Pure M Global Limited (https://realmarketbroker.com);
- 24Ttrade-explore (www.24trade-explore.com);
- Pro Star Griffith Corporate Limited (https://news-traders.com).
Reported by the FMA (Austria):
- AGMarkets / Absolute Global Markets / Lotens Partners LTD (https://agmarkets.io);
- Finanzen Kredit (www. finanzen-kredit.at).
Reported by the CSSF:
- Terra-Finance Ltd , with stated address in Luxembourg; The company was the subject of Consob resolution no. 21290 of 4 March 2020 and, subsequently, Consob ordered internet service providers to block access to the site from Italy (see . "Consob Informa" no. 9/2020).
Reported by the FMA (New Zealand):
- Karatbars International GmbH, Karatbit Foundation and associated companies (https://www.karatbars.com).
Reported by the AMF (Quebec):
- Xoxa Bank (https://xoxa-ca.com).
Reported by CVM:
- Grupo Start Invest / Josileno Alves Balbino (https://grupo-start-invest.negocio.site);
- Iq Option Ltd (www.iqoption.com).
Reported by FINMA:
- Hussar & Co. (https://hussarco.com);
- Geneva Capital Group (https://www.genevacapitalgroup.com);
- Dash-Trader (www.dash-trader.com), with stated address in Zurich.
- Altesso (www.altesso.com), with stated address in Geneva.
Reported by OSC:
- Pinnacle Capital (www.pinnacle.capital), with stated address in Hong Kong;
Reported by the CBI:
- Antonio Raphael t/a Blue Sky Investments;
- Stock Global (www.stockglobal.com), with stated address in the Marshall Islands; Previously reported by the FSMA (see "Consob Informa no. 38/2019);
- Fremont Capital Limited (Ireland) (www.capfremont.com).
Reported by the CMVM:
- Private Fund Management / Graceful Numbers Europe Limited, (https://www.privatefund.management/);
- Joseph Oliver – Mediação de Seguros, Lda (https://www.josepholivermsl.com);
- Cemg Groupe (https://cemg-groupe.com), not to be confused with the authorised intermediary Caixa Económica Montepio Geral, Caixa Económica Bancária, S.A.
The Issuers' Regulation have been modified to incorporate the provisions introduced by the 2020 Budget Law on gender balance in the corporate bodies of listed companies (Resolution no. 21359 of 13 May 2020).
- Clarifications on the application of the regulations on increased voting rights pursuant to Article 127-quinquies of Legislative Decree no. 58 of 24 February 1998 (Communication no. 5/20 of 8 May 2020).
- The amendments to the Regulation of the markets organised and managed by Borsa Italiana S.p.A., approved by the company's Board of Directors on March 26, have been approved (Resolution n. 21350 of 6 May 2020.).
Registers and Lists
- The inclusion of Activant Srl, with registered office in Milan, in the register of operators as per article 50-quinquies, paragraph 2, of legislative decree no. 58 of 24 February 1998 was ordered (Resolution no. 21349 of 6 April 2020).
Combating market abuse (art. 7-octies of the Consolidated Law on Finance)
Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of February 24, 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of the TUF, put in place by:
- Uptos Ltd through the website www.uptos.com (Resolution. 21363 of 13 May 2020);
- Swissgems Ltd and Media Solutions Ltd, through the website www.marketscfd.net (Resolution no. 21362 of 13 May 2020);
- Zurichbanc Ltd through the website www.zurichbanc.co (Resolution no. 21364 of 13 May 2020);
- Platinumpro Investment Ltd through the website https://platinumproinvestment.com (Resolution no. 21361 of 13 May 2020);
- Bitcoin-Trader through the website https://bitcointrader.software (Resolution no. 21360 of 13 May 2020).
taken or made public during the week
(the documents with a hyperlink or underlined in the press edition are available as of now in the respective sections of the website www.consob.it; the other measures will become available over the next few days)
Shareholdings for the election of management and control bodies
- Based on the provisions of article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and article 144-ter et seq. of the Issuers' Regulation, the Head of Consob's Corporate Governance Division has determined the minimum shareholdings for the submission of slates of candidates for the election of the board of directors and internal control bodies of the company Sesa Spa. Unless the company's articles of association prescribe a lower quota, the threshold has been set at 2.5%. The full text of the management decision (no. 32 of 14 May 2020) is available on the website www.consob.it, together with a table setting out the criteria used to determine the qualifying shareholding.
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, Chiara Tomaiuoli, 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.