Newsletter


Weekly newsletter - year XXVI - No. 20 - 25 May 2020

News of the week:
- > Abusive financial services: Consob blacks out 7 abusive sites
- >SAVE THE DATE: Consob’s annual meeting with the financial market to be streamed live at 11.00 am on Tuesday 16 June 2020
- >ESMA calls to transparency of Covid-19 effects in half-yearly financial reports for 2020
- >MAR - New Accepted Market Practice No. 1 regarding liquidity support activity: in force since 18 May
- >Consob suspends the ban on taking on or increasing net short positions
- >Ipo Neodecortech Spa: CONSOB authorises the share and warrant listing prospectus
- >Market Operators and Investors Consultation Committee (Comi) at Consob: a member appointed
- > Investor protection warnings from other supervisory authorities

Commission Decision

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 -

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ABUSIVE FINANCIAL SERVICES: CONSOB BLACK OUT 7 ABUSIVE SITES

Consob has ordered the black-out of 7 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:

  • "CruxInv" (websites https://cruxinv.com and https://client.crux24.com);
  • Digital Exchange Limited and Securex Plus Solutions Eood (website www.dgxltd.com);
  • Maginito Services Ltd (website www.profitsystemfx.com);
  • Kleinman Enterprise Ltd and Kleinman Services Ou (website https://wisefunds.co);
  • FxLinked Ltd, FxLinked (Sv) Ltd, FxLinked (Europa) Ltd and FxLinked (Seychelles) (websites www.fxlinked.com and www.forexlinked.com).

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 211.

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.

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SAVE THE DATE: CONSOB'S ANNUAL MEETING WITH THE FINANCIAL MARKET TO BE STREAMED LIVE AT 11.00 AM ON TUESDAY 16 JUNE 2020

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.

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ESMA CALLS TO TRANSPARENCY OF COVID-19 EFFECTS IN HALF-YEARLY FINANCIAL REPORTS FOR 2020

ESMA published on 20 May 2020 in a Public Statement some recommendations addressed to listed issuers for the transparent inclusion in their half-yearly financial reports of data and information relating to the effects of the Covid-19 pandemic in certain thematic areas. The invitation is addressed to the management, administrative and supervisory bodies, including audit committees, of issuers and, where appropriate, auditors, as well as audit committees.

ESMA stresses the importance of providing correct and transparent information to stakeholders, updating the information in the most recent annual accounts taking into account the impact of Covid-19, especially with regard to significant risks and related forecasts and/or write-downs to be included in the accounts.

It also recommends the inclusion of specific information on the extent of the consequences and future impact of the pandemic in the formulation of strategies, objectives, operations and performance of issuers, as well as in the case of targeted actions, to counteract the effects of the pandemic.

ESMA's indications, the effects of which will be closely monitored, are also applicable to the other interim financial statements inspired by IAS 34 - Interim Financial Reporting and constitute implementation priorities for the annual financial statements for 2020.

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The new Accepted Market Practice No. 1 (MP1) came into force on 18 May last relating to market liquidity support activity, permitted by Consob with Resolution no. 21318 of 7 April 2020 (see "Consob Informa" no. 14/20).

As of 18 May, the previous MP1, admitted with Consob Resolution no. 16839 of 19 March 2009, has ceased. 

Issuers and appointed intermediaries can find a model for the quarterly reporting of operations on the Consob website (http://www.consob.it/web/area-operativa-interattiva/regolamento-abusi-di-mercato).

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In light of the gradual normalisation of general market conditions, Consob has decided to suspend the temporary ban on taking on new net short positions and increasing existing net short positions (Resolution no. 21367 of 15 May 2020). Consob will continue to closely monitor the general performance of the financial markets.

Considering that the pandemic caused by the spread of Covid-19 and the uncertainties related to its impact on the economy constituted a serious threat to investor confidence, on 17 March 2020 Consob announced its decision to ban the taking on of new net short positions and the increase in existing net short positions for a period of 3 months.

In light of the uniform downturn in financial markets and the significant uncertainties about their future performance, Consob, by adopting this exceptional measure, aimed to prevent an increase in net short positions from having a procyclical effect.

Since the implementation of the ban, Consob has observed a gradual normalisation of general market conditions, which however has been accompanied by liquidity reduction.

In light of these circumstances, Consob, in consultation with ESMA, the European Securities and Markets Authority, and the authorities of Austria, Belgium, France, Greece and Spain, which have adopted similar measures, decided to suspend the ban on net short positions, which ended at 11.59 pm on 18 May 2020.

Consob will continue to closely monitor the general market conditions and will remain in close contact with the other authorities. In case market conditions require it, Consob will establish a forum for a coordinated action at European level.

Finally, it is recalled that ESMA's decision remains in force (https://www.esma.europa.eu/sites/default/files/library/esma70-155-9546_esma_decision_-_article_28_ssr_reporting_threshold.pdf) which imposes an obligation to notify new net short positions reaching the 0.1% threshold of share capital.

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Consob has approved the prospectus for admission to listing on the Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana, of ordinary shares and warrants of Neodecortech Spa, already traded on the AIM Italia multilateral trading system.

Borsa Italiana issued the order for admission to listing on the MTA on 15 May last. The date of commencement of trading was ordered by Borsa Italiana for 25 May, with simultaneous withdrawal of the shares from trading on AIM. With the same notice, Star status was attributed to the issuer's shares.

There is no competing offer for the subscription or sale of the shares and warrants that are being admitted to listing. The prospectus is only for admission to trading on the regulated MTA market. Therefore, no new financial resources are expected to derive for the issuer from the listing operation.

The issuer, established in 1947, is the head of a group that supplies products in the sector of decorative papers intended for the furniture and laminate and vinyl flooring sector in Italy and abroad.

At the date of the prospectus, the share capital is held by: Finanziaria Valentini 61.60%; AZ Fund 15.03% (multi-fund investment fund, managed by AZ Fund management Sa, company under Luxembourg law); shareholders below 5% hold a total of 33.37% (includes 120,000 treasury shares, equal to 0.89% of the share capital).

At the date of the prospectus, the issuer is controlled pursuant to Article 93 of the Consolidated Law on Finance by Finanziaria Valentini, which holds 61.60% of the share capital.

In the "risk factors" chapter, the prospectus outlines the risks with regard to the issuer and the group it controls, operating activities and the sector in which they operate, and the financial instruments that will be admitted to listing.

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The Commission has appointed Andrea Vismara as a member of the Committee of Market Operators and Investors (Comi), the advisory body set up by Consob as a forum for permanent dialogue and discussion with financial market players and the academic world (Resolution no. 21358 bis of 13 May 2020).

The office of Vismara, who replaces Carlo Fratta Pasini, who resigned on 3 April 2020, will expire on the deadline for the members appointed with Resolution no. 20842 of 20 February 2019 (see "Consob Informa" no. 7/2019).

The Committee, composed of thirty members (including the Chairman, Gian Maria Gros-Pietro), meets at the Consob headquarters in Milan at least every three months, and is called upon to express its opinion on regulatory issues in matters falling within the competence of the Bank, as well as on the strategic plan.

The term of office will be two years and may only be renewed once. Committee members are not remunerated.

The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Austria (Financial Market Authority - FMA), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Ireland (Central Bank of Ireland - CBI) and the USA (Securities and Exchange Commission - SEC) report companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

  • Assets Assurances (www.assetsassurances.co.uk) with stated address in London, clone of the authorised company Assets Assurances based in Paris;
  • Quantum Wealth Management (www.quantum-wealthmanagement.com) with stated address in London, clone of the authorised company Quantum Wealth Management Ltd (www.quantumwealthmanagement.com) and of the authorised company Quantum Trade Wholesale Distribution Srl;
  • Universal Loans (www.universalloans.co.uk) with stated address in Manchester;
  • Bit-Holdings (www.bit-holdings.com) with stated address in Zurich;
  • Global Pro Trader (www.globalprotrader.com);
  • Crown Compare (www.crowncompare.co.uk);
  • Royalcomparison.co.uk, with stated address in London;
  • NB-Finance / NBC Global Finance (www.nb-finance.co.uk, www.nbcglobalfinance.com, www.my-new-investment.co.uk) with stated address in London, clone of the authorised company NBC Global Finance Limited based in Dublin;
  • Altyx Financial Planning Ltd (email:  info@altyx-fp.com; florian.m@altyx-fp.com), clone of the homonymous authorised company Altyx Financial Planning Ltd (www.altyxfp.com) based in London.

Reported by the FMA (Austria):

  • KWS Investments LLC (www.kws-investmentbanking.com) with stated address in Kutaisi (Georgia).

Reported by FINMA:

  • 10CryptoMarket (/www.10cryptomarket.com) with stated address in Geneva;
  • Primecapitec (www.primecapitec.com) with stated address in Zurich;
  • EasyWerben (www.easywerben.com) with stated address in Zurich;
  • Xlarge Verwaltungs GmbH (www.tonach-ag.com) with stated address in Lausanne.

Reported by the CBI:

  • Drakefield Corporate Partners (USA);
  • Colbert & Welling LLP (USA).

Reported by the SEC:

  • 12 West Capital Management (www.12-wcm.com) with stated address in New York;
  • 1st American Securities (www.firstamericansecurities.com) with stated address in New York;
  • 247 Options Trade;
  • 1st New York Financial Corporation (www.1stnewyorkfinancial.com) with stated address in New York;
  • 365Tradeposition (www.365tradeposition.com) with stated address in Chicago;
  • 426 Investments Incorporated (www.426investmentsinc.com) with stated address in Fountain Valley;
  • Abacus & Partners (www.abacusglobalgroup.com) with stated address in Chicago;
  • Access Broker.com Inc. (www.abrokercorp.com) with stated address in Cleveland;
  • Accer Mergers and Acquisitions (www.accerma.com) with stated address in New York;
  • Zilton Capital (www.ziltoncapital.com), with stated address in New York;
  • Zenith Research Group (www.zenithresearchgroup.com);
  • Young Capital M&A (www.youngcapitalma.com);
  • York & Williamson (www.yorkandwilliamson.com) with stated address in Boston;
  • X-Clearing Corporation (www.xclr.com) with stated address in Denver;
  • Wyatt M & A Advisory (www.wyattmaadvisors.com) with stated address in Chicago;
  • Worldwide Transfer and Trust (www.worldwidetransfertrust.com);
  • Worldwide Regulators Board (www.wregboard.com) with stated address in New York;
  • Worldwide Insurance Network Group  (Aka WING Insurance) (www.winginsurance.com) with stated address in New York;
  • Woori Investment & Securities America, Inc. with stated address in New York;
  • Woodbridge Escrow and Clearing (www.woodbridgeescrowandclearing.com) with stated address in Washington;
  • Wineburg Corporate Insurance (www.wineburgcorporate.com);
  • Windgate Security Management (www.windgatesecuritymgt.com) with stated address in New York;
  • Wincrest Management Solution, Ltd. (www.windcrestmgtsolution.com);
  • Willkinson Capital Group (www.willkinsoncapital.com);
  • Williamson Advisors Ltd (www.williamsonadvisorsltd.com);
  • Williams Royale Associates (www.williamsroyale.com);
  • Williams & Miller PLLC (www.wmlawpllc.com) with stated address in New York;
  • Williams Mckenna Associates (www.williamsmckenna.com) with stated address in Seattle;
  • William Campbell Company (williamcampbellcompany.com) with stated address in New York.

- COMMISSION DECISIONS -
taken or made public during the week (the documents are available in Italian version
)

Prospectuses
  • The prospectus for admission to listing on the Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana, of the ordinary shares and warrants of Neodecortech Spa, already traded on the AIM Italia multilateral trading system (decision of 21 May 2020) has been approved.

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: 

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.