Resolution no. 20451

Prohibition of the offering to the public resident in Italy of investments of a financial nature, including through the www.advbusiness.org website, pursuant to Article 99, paragraph 1, letter d), of Legislative Decree no. 58/1998

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 NOTED that, as a result of the supervision activities carried out by CONSOB, evidence was acquired concerning the offering to the public resident in Italy of investments of a financial nature, allegedly ‘AT ZERO RISK’, through the www.advbusiness.org website, addressed to people and having as its object;

HAVING CONSIDERED that, on the said website, 'ADVbusiness' is described as ‘a private London-based company that, to date, has obtained excellent results by investing its capital in trade transactions, currencies, start ups and other operations, even speculative, duly selected by a team of (..) experts’;

HAVING ESTABLISHED that the www.advbusiness.org website has 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 acquired by 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) the 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 return 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 payee themselves, who therefore confers 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), since its object can be qualified as a 'financial product' - 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 to 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 an 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 REGARD TO Resolution no. 20317 of February 28, 2018, with which CONSOB, pursuant to Art. 99, para. 1, letter b), of the Consolidated Law on Finance, adopted the precautionary measure of suspending for 90 days the offering to the public resident in Italy of investments of a financial nature, also made through the www.advbusiness.org website;

HAVING CONSIDERED that people managing the www.advbusiness.org website have set no objections regarding the facts on which the suspension measure is based;

HAVING CONSIDERED, therefore, that lacking any evidence of a configuration other than the one represented in the aforementioned suspension measure, the legal and factual elements reported therein must be considered as established and ascertained;

HAVING CONSIDERED, therefore, that it has been established that the public offering of financial products of the category of 'investments of a financial nature', was carried out in infringement of the laws referred to above, with the methods described for the adoption of the aforementioned suspension measure;

HAVING REGARD TO Art. 99, para. 1, letter d), of the Consolidated Law on Finance, according to which CONSOB may 'prohibit the public offering if violation of the provisions or regulations referred to under paragraphs a) or b) are confirmed';

RESOLVES AS FOLLOWS:

The offering to the public resident in Italy of investments of a financial nature, also made through the www.advbusiness.org website, is prohibited.

This measure may be appealed with the Regional Administrative Court of Lazio within 60 days from the date of publication.

24 May 2018

On behalf of THE CHAIRMAN
Anna Genovese