Resolution no. 20963

Suspension, pursuant to Article 99, paragraph 1, letter a) of Legislative Decree no. 58/1998, of the offering of shares to the Italian public promoted by RSW Investment Group Ltd including through the website www.skywayinvestgroup.com

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REGARD TO Law no. 216 of 7 June 1974 and subsequent amendments and additions;

HAVING REGARD TO Legislative Decree no. 58 of February 24, 1998 and subsequent amendments and additions ('Consolidated Law on Finance');

HAVING ESTABLISHED that, as a result of the supervision activities carried out by CONSOB, evidence has been acquired regarding the fact that the company RSW Investment Group Ltd, whose registered office is in the British Virgin Islands and which also operates under the trade name of Skyway Invest Group or SWIG, offers Italian customers, including through its website www.skywayinvestgroup.com, the possibility to purchase training courses involving the allocation of shares as a bonus;

HAVING CONSIDERED that the website www.skywayinvestgroup.com was drawn up in 2018 only in a foreign language and offered "the opportunity to become a joint shareholder of the technological company RSW Systems under favourable terms .. to ensure that 5-15%of the population of all countries become shareholders of all SKY WAY technology projects", involving "an educational investment project and a high-tech project" the purpose of which is "that every person ..could study the science of investing, raise the level of his income, and at the same time become a shareholder.. through the gift certificate for shares, which all our clients get after the payment for the investment training courses";

HAVING CONSIDERED that in 2018 SWIG promoted a network marketing programme on this website defined as “an excellent opportunity to make an additional source of income” which involved the payment of commissions between 1% and 15% to anyone who persuaded others to join the initiative, using third parties to advertise the aforesaid offer;

HAVING CONSIDERED in this regard that in 2018 CONSOB first suspended and then prohibited advertising relating to the public offer of shares of the Skyway Invest Group carried out by a third party via a website written only in Italian, where it was specified that "by purchasing a training package you get a bonus of shares of the company at a discounted price up to 500 times less than their nominal value";

HAVING ESTABLISHED that recent checks reveal that the website www.skywayinvestgroup.com in its current state is available in Italian (url: https://skywayinvestgroup.com/it) and offers "training activities in the field of personal finance management, investment portfolio organisation, foundations of marketing management" delivered by the company, whose "mission is that 15% of the world population becomes an investor in the company and obtains a high quality education within a financial framework";

HAVING CONSIDERED that the website offers the possibility of purchasing numerous courses divided according to the educational activity delivered and the cost (which is expressed in “Units") which confer a bonus consisting of "SWIG CIE for SW shares;

HAVING ESTABLISHED that the website reads "more information on the bonuses are available in the back office” which, in order to access it, requires the user to register by entering their personal data in the subsection available at the addresshttps://office.skywayinvestgroup.com;

HAVING ESTABLISHED that the above section which is accessed by entering the code/login of the inviter/referral reads that "purchase shares of companies with a discount that is up to 500 times below their nominal value" and "with the purchase of shares in the company you become owner of a part of the largest transport company in the world", obtaining "dividends for life" and a "profit corresponding to the number of shares";

HAVING ESTABLISHED that in the section there is also a virtual table containing the "comparison between the expected return on investment for the period of 3 years" that compares the investment of money in Skyway and that in a bank deposit, as well as indications on so-called "crowdinvesting" of Skyway, which says that "it is mutually advantageous: the company Skyway gets the opportunity to bring innovative technologies to the world market while investors become co-owners of these technologies and receive dividends in all phases of the development of the company";

HAVING ESTABLISHED that the website www.skywayinvestgroup.com features a section "Collaboration" that describes the "affiliate program with SWIG" envisaging "a great opportunity to get an additional source of income", and that the so-called "Marketing Plan" offers commissions up to 8% related to new affiliate customers, which are paid according to a pyramid scheme on personal sales as well as on those made by their affiliates until the sixth level. This affiliate programme comprises four "degrees" ("customer, investor, partner and agent") and six "qualifications" ("consultant, manager, leader manager, top manager, vice president, president");

HAVING ESTABLISHED that the website www.skywayinvestgroup.com also features a section entitled "Calendar" which shows the live meetings planned in Italy, a country in which SWIG declares on its website to have representation offices located in the city of Milan;

CONSIDERING that from evidence acquired on the website about events held in Italy it has emerged that the offer of shares would be related to the sale of training courses: in this regard, an Italian affiliate says that it is necessary to "state you're doing training courses and not say.. yes, actually I'm selling shares", and one of the coordinators says that as part of an Italian event Skyway assigns "free bonus shares owned by the company to those who undertake training";

HAVING ESTABLISHED that the real aim of the offer consists of the shares and not the investment training courses;

HAVING CONSIDERED that, according to the definition under Art. 1, para. 1, letter t) of Legislative Decree no. 58/1998, 'offer of financial products to the public' must be understood to mean 'any communication made to people, in any form and by any means, that presents sufficient information about the conditions of the offer and the financial products offered as to render an investor capable of deciding to buy or underwrite such financial products, including placement by means of licensed bodies';

HAVING CONSIDERED that the elements of the public offer relevant for the purposes of this provision can be summarised as follows:

a) a) the fact that the activity involves a specific or several specific 'financial products', a category that includes - pursuant to Art. 1, para. 1, letter u), of the Consolidated Law on Finance, both the typified characteristics of 'financial instruments' and 'every other form of investment of a financial nature';

b) b) the existence of communication intended to persuade investors to purchase or subscribe to these financial products and, consequently, including at the very least a description of their main characteristics and essential terms and conditions;

c) the representation of the offer in uniform and standardised terms and the consequent impossibility for the individual investor to intervene in the formation of the contractual agreement and on the subsequent use of the money paid;

d) the fact that the offer in question is directed towards Italian residents;

HAVING ESTABLISHED that the investor that registers on the website www.skywayinvestgroup.com can buy training courses by paying sums of money to then receive shares of the company's capital, and that in this way would become "co-owner of the company" by buying the ownership of the shares which also assign equity rights, such as those to receive "dividends in all phases of the development of the company";

HAVING CONSIDERED therefore, that the subject of the purchase proposal should be considered as a shareholding and thus as a transferable security pursuant to Art. 1, para. 1-bis, letter a) of the Consolidated Law on Finance, and therefore as a financial instrument;

HAVING CONSIDERED, therefore, that with regard to the existence of the requirement referred to in letter a), the shares offered by the company RSW Investment Group Ltd (also called SWIG or Skyway Invest Group) seem to be linked to the concept of financial instrument;

HAVING ESTABLISHED that the company has published some bonus information on the website consisting of shares allocated to those who have purchased training courses in proportion to the cost of the course, that such assignment of shares to those who have purchased the courses has been confirmed on the website by one of the company coordinators in the context of an event held in Italy and that therefore the initiative is promoted in standardised and uniform terms such as to make investors able to assess whether or not to join;

HAVING FOUND therefore, that the offering requirements set out in letters b) and c) are met;

HAVING ESTABLISHED that the offer of sharesby RSW Investment Group Ltd appears to be directed at the public resident in Italy: (i) the contents of the www.skywayinvestgroup.com are also available in Italian, ii) there are no mechanisms which prevent Italian users from registering, iii) there seem to be Italian referrals compensated by the company on the basis of the affiliate programme described on the site; (iv) events were organised in Italy, indicated on the website, a country in which the company declares on the website to have offices in Milan;

CONSIDERING therefore, that the requirement set out in letter d) is also met, since the offering at issue is addressed to the Italian public;

HAVING ESTABLISHED therefore that the activity implemented by RSW Investment Group Ltd including through the website www.skywayinvestgroup.com website has the characteristics of the public offer of financial instruments as defined above;

HAVING ALSO ESTABLISHED the absence of reasons for exemption from the application of the rules laid down regarding the public offer of financial products;

HAVING CONSIDERED that Art. 94, section 1, of the Consolidated Law on Finance establishes as follows: “Those who intend to make an offer to the public shall publish a prospectus in advance. To this end, for offers concerning EU financial instruments for which Italy is the Member State of origin and for offers of financial products other than EU financial instruments, prior notification must be sent to CONSOB including the prospectus intended for publication. The prospectus may not be published until it is approved by CONSOB”.

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to CONSOB;

CONSIDERING therefore, that there is a well-founded suspicion about the promotion of a public offering of financial products in infringement of the relevant laws and regulations, and about such a public offering being still ongoing;

HAVING REGARD to Art. 99, para. 1, letter b), of the Consolidated Law on Finance, according to which CONSOB: 'may, by way of a precaution, suspend any offering the object of which are EU financial instruments for a maximum period of ten working days each time, if there is the founded suspicion of the offering infringing the provisions of this paragraph or the relative implementing regulations';

HAVING CONSIDERED that, given the existence of the above-mentioned conditions, there is the urgent need to apply the measure identified above;

HEREBY RESOLVES:

The precautionary suspension, for 10 working days, of the offering of shares to Italian residents, promoted by RSW Investment Group Ltd through the website www.skywayinvestgroup.com.

This Resolution shall be brought to the attention of those concerned and published in CONSOB's Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days of the date of notification.

June 12, 2019

THE CHAIRMAN
Paolo Savona