Resolution no. 20317

Suspension, pursuant to Article 99, paragraph 1, letter b), of Legislative Decree no. 58/1998, of the offering of investments of a financial nature to the Italian public, including via the www.advbusiness.org 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 June 7, 1974, and subsequent amendments and additions;

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

HAVING ESTABLISHED that, as a result of the supervisory activities carried out by CONSOB, evidence has been obtained regarding the performance of a public offering, through the www.advbusiness.org website, addressed to persons resident in Italy and regarding allegedly 'ZERO RISK' financial investments;

CONSIDERING that, on the aforementioned website, 'ADVbusiness' is presented as 'a private Londoner company that has so far achieved excellent results by investing its share capital in trading, currency, start ups and other speculative operations, duly selected by a team of our experts'.

HAVING ESTABLISHED that the www.advbusiness.org website is found to have been registered by a subject whose identity is hidden by a privacy services provider;

HAVING ALSO ESTABLISHED that neither the www.advbusiness.org website nor the further documentation before CONSOB indicate the registered office of ADVbusiness and its address, but only indicate an email address and a telephone number that was found to be inactive;

HAVING ESTABLISHED that Advbusiness, which is defined as a 'private Londoner company', is not present in the Register of Companies of England and Wales;

HAVING CONSIDERED that 'ADVbusiness' offers its clients 'solutions that can compete and give good profits even in times of crisis (...)';

HAVING ALSO CONSIDERED, that on the said website it is specified that 'ADVbusiness' is able to guarantee 'the repayment of the subscribed capital' at the end of the first year;

HAVING ALSO ESTABLISHED that, on the basis of the all elements before CONSOB, it appears that ADVbusiness promises returns delivered 'in the form of monthly commissions of a variable amount, on the basis of the month’s performance' against clients’ investments, as well as two types of return: (a) the MASTER return which provides for '7 % interest/month and the possibility of supplementing the capital at any time'; (b) the VIP FOUNDER return 'that provides for 10% interest/month and the possibility of supplementing the capital at any time' (a minimum investment of euro 20,000 is required);

HAVING ESTABLISHED that the said operations are presented as an investment opportunity;

HAVING CONSIDERED THAT that, according to the definition provided by Art. 1, para. 1, letter t) of the Consolidated Law on Finance, the 'public offering of financial products' shall be understood to mean 'any communication addressed to persons in any form and with any means whatsoever that provides sufficient information on the terms of the provision and the financial products offered so as to put an investor in a position to decide to purchase or subscribe to such financial products, including placement through authorized persons';

HAVING CONSIDERED that the elements constituting the offer to the public can be summed up as follows:

a) the activity involves '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) performance of communication activities aimed at having one acquire or subscribe to the financial products and, consequently, including at the very least a description of their main characteristics;

c) the fact that the communication at issue is addressed to the public resident in Italy;

HAVING CONSIDERED that the concept of 'investment of a financial nature' implies the co-existence of three elements: (i) the investment of capital; (ii) the expectation of financial return; (iii) the assumption of a risk directly connected and related to the investment of capital;

HAVING CONSIDERED that, on the basis of the documentation before CONSOB, the structure of the transaction promoted by ADVbusiness provides that (i) the investor uses their own capital, (ii) variable income is promised against this investment on the basis of the performance, as well as predetermined returns indicated as a percentage, paid monthly, (iii) with consequent assumption of a risk related to the use of the capital paid;

HAVING NOTED, therefore, that the aforementioned returns would be paid against the use of the investor’s capital;

HAVING CONSIDERED, therefore, that the reason of the contract with ADVbusiness can be attributed to the production of a financial return as consideration for the use of capital entrusted by the payees themselves, who therefore confer their own money with a profit expectancy, namely the increase of the invested liquidity;

HAVING ESTABLISHED therefore, that due to the said offering meeting the requirement specified under letter a), its object can be qualified as a 'financial product' and the trading proposals contained on the www.advbusiness.org website appear to have the characteristics of 'an investment of a financial nature';

HAVING NOTED that the documentation before CONSOB provides a uniform representation of the characteristics of the ADVbusiness investment proposals, which will enable investors to assess whether or not to join the initiative;

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

HAVING ESTABLISHED, furthermore, the existence of indisputable elements demonstrating that the offer in question is directed at the Italian public. In fact, it is noted that the www.advbusiness.org website is currently active and also available in Italian;

HAVING ESTABLISHED therefore, that the requirement set out in letter c) is also met, since the offering in question is addressed to the public resident in Italy;

HAVING ESTABLISHED, furthermore, that ADVbusiness uses referrals to disseminate its offer to the Italian public;

HAVING ESTABLISHED, furthermore, that in the documentation before CONSOB the offering described above is associated to a pyramid sales scheme;

HAVING ESTABLISHED therefore, that the business set up via the www.advbusiness.org website has the characteristics of the offering of financial instruments to the public as defined above;

HAVING ESTABLISHED that the offering in question, on the basis of current evidence, is not covered by any of the cases of exemption - contemplated by the combined provisions of Art. 100 of the Consolidated Law on Finance and Art. 34-ter of CONSOB’s Regulation no. 11971/98 - from enforcement of the rules on ‘solicitation of public savings’;

HAVING REGARD TO Art. 94, para. 1, of the Consolidated Law on Finance, pursuant to which, 'Anyone intending to make an offer to the public must publish a prospectus in advance. To that end, for offers concerning EU financial instruments for which Italy is the founder Member State and for offers of financial products other than EU financial instruments, they shall provide prior notification to CONSOB enclosing the prospectus intended for publication. The prospectus may not be published until it is approved by CONSOB';

HAVING ESTABLISHED that, in relation to the business put in place via the www.advbusiness.org website, neither prior notification nor the information prospectus intended for publication were sent to CONSOB;

HAVING CONSIDERED, therefore, that there is a well-founded suspicion that the activity described above consists of the promotion of a public offering of financial products in infringement of the relevant laws and regulations;

HAVING CONSIDERED Art. 99, para. 1, letter b), of the Consolidated Law on Finance, according to which CONSOB 'can, by way of a precaution, suspend, for a period of up to ninety days, any offer of products other than those referred to in Letter a) [i.e. EU financial instruments], in if there is the founded suspicion of the infringement of the provisions of this paragraph [which regulates the public offer of financial products] or of the relative implementing regulations';

HAVING ESTABLISHED that the public offering of these financial products is currently still ongoing;

HAVING CONSIDERED that, given the existence of the above mentioned conditions, we acknowledge the urgency of adopting the measure identified above;

HEREBY RESOLVES:

As a precautionary measure, the activity of offering investments of a financial nature to the public resident in Italy via the www.advbusiness.org website is suspended for a period of 90 days.

This measure may be appealed with the Regional Administrative Court of Lazio within 60 days from the date of publication in CONSOB’s Bulletin.

28 February 2018

THE DEPUTY CHAIRMAN
Anna Genovese