Resolution no. 22496

Suspension, pursuant to Art. 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the offer of financial products to the public concerning the "Investment schemes" known as "Piano A", "Piano B", "Piano C", "Piano D", "Piano Diamond", "Pacchetto Argento" and "Pacchetto Oro" carried out through the so-called "Coin Earners Ltd" also through the website https://coinearnersltd.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 supplements;

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

HAVING ESTABLISHED that, as a result of the supervisory activity carried out by Consob, the https://coinearnersltd.com website was found to be active and available in Italian;

HAVING ESTABLISHED that, through the https://coinearnersltd.com website, seven "investment schemes" called "Piano A", "Piano B", "Piano C", "Piano D", "Piano Diamond", "Pacchetto Argento" and "Pacchetto Oro" are promoted, which would be differ from each other in the minimum and maximum deposit allowed as well as in the percentage of "earnings" they would provide to subscribers and the frequency with which said "earnings" would be paid to customers as indicated below:

- "Piano A (A Scheme)"; "minimum deposit": "100$"; "maximum deposit": "999$"; "percentage of earnings": "45%" – "after 24 hours";

- "Piano B (B Scheme)"; "minimum deposit": "1000$"; "maximum deposit": "2,499$"; "percentage of earnings": "75%" – "after 48 hours";

- "Piano C (C Scheme)"; "minimum deposit": "2,500$"; "maximum deposit": "4,999$"; "percentage of earnings": "120%" – "after 72 hours";

- "Piano D (D Scheme)"; "minimum deposit": "5,000$"; "maximum deposit": "24,999$"; "percentage of earnings": "daily - 150%" – "after 5 pm";

- "Piano Diamond (Diamond Scheme)"; "minimum deposit": "25,000$"; "maximum deposit": "29,999$"; "percentage of earnings": "daily - 200%" – "after 7 days";

- "Pacchetto Argento (Silver Package)"; "minimum deposit": "30,000$"; "maximum deposit": "49,999$"; "percentage of earnings": "daily - 450%";

- "Pacchetto Oro (Gold Package)"; "minimum deposit": "$50,000"; "percentage of earnings": "daily - 800%";

HAVING ESTABLISHED that the https://coinearnersltd.com website details the steps that each user is required to perform in order to sign up for one or more "investment schemes". In particular, it is indicated that the user should "open an account", "access the members area", "make an initial deposit", "watch your capital grow [...] without you doing anything" and "request your withdrawal";

HAVING ESTABLISHED that, having regard to the activities allegedly carried out with the funds provided by the subscribers of the "investment schemes" and generating the profits that would be returned to the customers, in the "Faq" section of thehttps://coinearnersltd.com website there are generic and fragmented references to the not better specified use of the capital (provided by the investors) in the "cloud mining, which allows our company to earn Bitcoin without mining of hardware, software, electricity or bandwidth"; in addition, the homepage states that "the company actively uses trading bots on the digital currency stock markets, which is very cost-effective and profitable";

HAVING ESTABLISHED that, after registering with the website in question through a procedure freely available also for Italian users, it is actually possible to access the personal area where the functions dedicated to the purchase of one or more "Investment schemes" are available;

HAVING ESTABLISHED that, through thehttps://coinearnersltd.com website users are also offered the opportunity to achieve further earnings, attracting additional users, according to a "Reference Scheme";

HAVING ESTABLISHED that the so-called "Coin Earners Ltd", mentioned in https://coinearnersltd.com, did not provide a response to the requests for information made by Consob and sent to the e-mail address found on the website https://coinearnersltd.com;

HAVING ESTABLISHED that the operation described above is presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Consolidated Law on Finance a "public offering [of financial products]" must be understood to mean "any invitation to offer or promotional message, in whatsoever form addressed to the public, whose objective is the sale or subscription of financial products including the allocation through authorised people";

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

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

b) the existence of a communication intended to persuade investors to purchase or subscribe to these financial products and a description in uniform and standardised terms of the main details thereof;

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

HAVING ESTABLISHED that the object of the negotiation proposal conveyed through the websitehttps://coinearnersltd.com seems to have such characteristics to bring the described "investment schemes" into the category of financialproducts as a "form of investment of a financial nature";

WHEREAS in fact, in this specific case, according to Consob’s consolidated approach, the elements that qualify the notion of "investment of a financial nature" are present, given the coexistence: (i) of an investment of capital; (ii) of a promise/expectation of return of a financial nature; (iii) of the assumption of a risk connected to the investment of capital;

WHEREAS the structure of the operation de qua requires that a) the participant uses its capital to subscribe one or more "Investment Schemes" among those indicated on the website https://coinearnersltd.com"; b) by virtue of the aforementioned subscription a variable return is proposed to investors in relation to the "Investment Scheme" subscribed by each user and deriving from the activities that the so-called "Coin Earners Ltd", based on the indications contained on the website https://coinearnersltd.com, would carry out with the funds of the subscribers of the "Investment Schemes" without the users themselves being called upon to carry out any further activity; c) with the consequent assumption of a risk related to using the entrusted capital;

HAVING ESTABLISHED, therefore, that the aforementioned return is allegedly paid for the use of the investor’s capital;

WHEREAS, consequently, the legal reason for the contracts offered via the https://coinearnersltd.com website can be deemed to be the production of a financial return as consideration for the use of capital paid-in by the recipient of such return, (who, therefore, contributes their own money with an expectation of profit, namely, an increase in the cash invested, "investment purpose");

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, including through the https://coinearnersltd.com website, based on the above, appears to qualify as an "investment of a financial nature";

HAVING ESTABLISHED that the above informative content on the website https://coinearnersltd.com provides a consistent representation of the features of the investment proposals, such as to place retail investors in a position to assess whether or not to join the initiative;

HAVING ESTABLISHED, therefore, that the requirement set out under letter b) is also met;

HAVING ESTABLISHED that, moreover, there are unequivocal elements about the fact that the offer in question is also aimed at the public resident in Italy, since the contents of the website https://coinearnersltd.com were available in Italian and, as part of the checks carried out on said website, it was found that there were no mechanisms aimed at limiting or excluding registration to the same domain by users connected to the webfrom Italy/via Italian IP addresses;

HAVING ESTABLISHED that, regarding the initiative in question, the complaint of an Italian investor who reported having suffered capital losses in relation to the initiatives promoted on the website https://coinearnersltd.com was also received;

HAVING ESTABLISHED that a sales scheme is also promoted through the abovementioned websitewhich offers a user the possibility of earning additional 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;

HAVING ESTABLISHED, therefore, that the requirement set out in letter c) is also met, since the offer in question is aimed at the public resident in Italy;

HAVING ESTABLISHED, therefore, that the activity carried out by the so-called "Coin Earners Ltd" has the features of an offer of financial products to the public, as defined above;

HAVING REGARD TO article 94-bis of the Consolidated Law on Finance, paragraph 1, which establishes that "parties who intend to make an offer to the public of financial products other than securities and shares or units of open 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 pursuant to article 95, paragraph 1, letter b)...."

HAVING ESTABLISHED that, in relation to the described activity, the prospectus intended for publication has not been sent to Consob;

HAVING likewise ESTABLISHED the non-existence of any of the exemptions - provided by the combined provisions of article 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 ("Issuers’ Regulation") - from enforcement of the rules on solicitation of public savings set forth by articles 93 bis et seq. of the Consolidated Law on Finance;

WHEREAS, therefore, there is a well-founded suspicion of the promotion of an offer to the public of financial products in breach of the laws and regulations on this subject and the offer to the public of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the TUF, according to which Consob: "may suspend as a precautionary measure, for a period not exceeding ninety days, the offer concerning financial products other than those referred to in letter a) [i.e. securities], in the event of a well-founded suspicion of violation 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 regarding "Investment schemes" known as "Piano A", "Piano B", "Piano C", "Piano D", "Piano Diamond", "Pacchetto Argento" and "Pacchetto Oro" carried out by the so-called Coin Earners Ltd including through the https://coinearnersltd.com website.

This Resolution shall be brought to the attention of the all the concerned parties and 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.

3 November 2022

THE ACTING CHAIRMAN
Giuseppe Maria Berruti