Resolution no. 22301

Suspension, pursuant to article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the public offering concerning investments of a financial nature made by Future Assets Ltd via the https://futureassets.biz website

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 supplements;

HAVING REGARD TO Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”) and subsequent amendments and supplements;

HAVING ESTABLISHED that, as a result of Consob’s supervisory activity, the presence on the web was noted of the https://futureassets.biz website, which is available in Italian, presented as a “profitable platform for high-margin investments” and can be traced, according to what it states on the site, to the Maltese company Future Assets Ltd, “a private finance company specialised in trading forex, cryptocurrencies, shares and sports arbitrage”. The aforementioned company allegedly operates a “risk-free... artificial automatic trading system” and a “smart App” that allegedly allows you to “plan your investments ... invest in the best funds ... monitor your progress”;

HAVING ESTABLISHED that, amongst other things, the subscription of so-called “Investment Plans” is promoted on the https://futureassets.biz site, with a duration ranging from one to thirty days, and with daily returns ranging from 5% to 12%. In particular, the “Investment Plans”, as reported on the site, allegedly guarantee a return of “5% after 24 hours” with a deposit of “min.: $ 20 maximum: $ 2999”; “8% every day for 5 days” with a deposit of “min.: $ 3000 maximum: $ 9999”; “12% every day for 30 days” with a deposit of “min.: $ 10000”. In order to make investments, the user is invited to register with the website, accessing the personal area where it is possible to make deposits and withdrawals, as well as purchase the abovementioned “Investment Plans”;

HAVING ESTABLISHED that, in addition to the investment opportunity described above, there is the possibility of receiving additional income related to the affiliations created. In particular, the user is invited to build their own “structure” by recommending the website to other investors using the “reference link”, and thus receiving “a three-tier commission each time someone makes a deposit”, which varies between “5% for a direct reference” and “2% for a third line one”;

HAVING ALSO NOTED that the company did not provide any response to requests for information and documentation formulated by Consob;

HAVING ESTABLISHED that the structure of the transaction is presented as an investment opportunity, as the initiative promoted by Future Assets Ltd would appear to offer potential customers the opportunity of using a sum of money to purchase so-called “Investment Plans”, in order to receive a return that is parameterised to the amount deposited;

HAVING REGARD TO the fact that, according to the definition provided under article 1, paragraph 1, letter t) of the Consolidated Law on Finance, a “public offering of financial products” must be understood to mean “any communication made to people, in any form and by any means, that presents sufficient information on the offer conditions and the financial products offered as to render an investor capable of deciding to buy or subscribe the financial products including the placement through licensed parties”;

WHEREAS the constituent elements of the public offer relevant for the purposes of the above provision can be summarised as follows:

a) the fact that the activity involves “financial products”, a category that includes - pursuant to article 1, paragraph 1, letter u), of the Consolidated Law on Finance - both the “standard” features of “financial instruments”and “every other form of investment of a financial nature”;

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

c) the fact that the communication in question is directed towards Italian residents;

WHEREAS the notion of an “investment of a financial nature”implies the presence of three elements at the same time: (i) an investment of capital; (ii) a promise/expectation of a return of a financial nature; (iii) the assumption of a risk directly connected and related to the investment of capital;

WHEREAS the structure of the transaction in question requires (i) a participant to use their own capital (b) for the purpose of obtaining a predefined return, expressed as a percentage and calculated on the capital contributed by the investor in which (c) a potential financial risk is inherent;

HAVING ESTABLISHED that the aforementioned return would be paid by Future Assets Ltd against the use of the investor’s capital, and that it would be related exclusively to the amount paid, the user not being asked to undertake any activity other than the mere contribution of capital;

WHEREAS the legal reason for the negotiating proposal may be considered to be the production of a financial return as consideration for the use of capital transferred by the recipients of this return, who, therefore, transfer their own money with the expectation of a profit, namely, the increase in the cash invested;

CONSIDERING, therefore, that, with regard to the existence of the requirement referred to under letter a), namely, that the offer in question may be classified as a “financial product”, the investment offered by Future Assets Ltd, based on the above, qualifies as an “investment of a financial nature”;

HAVING ESTABLISHED that the initiative in question is promoted in standardised and uniform terms, through a presentation that contains a representation of the features of the investment that is such as to place investors in a position to decide whether or not to participate in the actual initiative, but without the possibility for an individual investor to intervene in drawing up the contractual agreement;

CONSIDERING, therefore, that the requirement set out in letter b) is also met;

HAVING ESTABLISHED that the offer made through the https://futureassets.biz website is ongoing and is also directed at Italian investors, as the site is also available in Italian and, moreover, it is possible for users connecting from Italy to register on the https://futureassets.biz site;

HAVING ESTABLISHED that a sales scheme is also promoted through the abovementioned website which offers a user the possibility of earning money by recruiting further participants in the initiative and that this scheme is suitable to also disseminate the offer of financial products among Italian investors;

CONSIDERING, therefore, that the requirement set out in letter c) is met, since the offering in question is aimed at the public resident in Italy;

CONSIDERING, therefore, that the activity carried out by Future Assets Ltd to promote investments of a financial nature has the characteristics of a public offering of financial products as defined above;

HAVING REGARD TO article 94-bis, paragraph 1 of the Consolidated Law on Finance, pursuant to which “Anyone intending to make an offer to the public of financial products other than securities and units or shares of open-ended UCITS must publish a prospectus in advance. To this end, an application must be submitted to Consob for approval, with the draft attached. The prospectus cannot be published until it has been 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;

HAVING ALSO ESTABLISHED that, based on current evidence, the offering in question does not appear to fall into any of the exemptions - contemplated by the combined provisions of articles 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 - from enforcement of the rules on “solicitation of public savings”;

WHEREAS, therefore, there is a well-founded suspicion of the promotion of a public offering of financial products in breach of the aforesaid legislation and the public offering of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the Consolidated Law on Finance, according to which Consob: “may: ... b) suspend as a precautionary measure, for a period not exceeding ninety days, an offer concerning financial products other than those referred to in letter a) [i.e. securities], in the event of a well-founded suspicion of breach of the provisions of this Chapter or of the related implementing rules”;

WHEREAS, given the existence of the above conditions, there is an urgent need to adopt the measure identified above;

RESOLVES:

To suspend, as a precautionary measure, for a period of 90 days, the offer to the public resident in Italy set up by Future Assets Ltd via the https://futureassets.biz. website.

This Resolution shall be brought to the attention of the person with whom it is concerned and will be published in the Consob Bulletin.

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

21 April 2022

THE CHAIRMAN
Paolo Savona