Resolution no. 20547

Prohibition, pursuant to art. 99, para 1, letter d), of legislative decree no. 58/1998, of the offer of the provision of financial instruments to the public residing in Italy for financial investments promoted by the www.segnalivincenti.net website

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

ACCORDING TO Law no. 216 of June 7, 1974, and subsequent amendments and additions;

CONSIDERING Italian Legislative Decree no. 58 of February 24, 1998 and subsequent amendments and additions (Consolidated Law on Finance - "TUF");

HAVING DISCOVERED that, following the surveillance activities performed by CONSOB, evidence has been found of the conduct of an offer to purchase standardised shares of "managed accounts" through the www.segnalivincenti.net website, also to Italian residents;

HAVING DISCOVERED , following monitoring of the www.segnalivincenti.net website, that:

i. the website www.segnalivincenti.net was published in Italian and classified as "OPC";

ii. it is possible for the potential investor, after registering on the website, to purchase one or more units, worth 200 euros each, in the "Shop" section of the four managed accounts called "Forex Single Deposit Account", "purchase and management of Robot shares ", "Binary Single Deposit Account" and "Privately managed deposit " with the promise of very high returns. In this regard, the website stated that "Each share is worth €200 and can be purchased individually or in multiples, and the cost of the monthly subscription is €100;

iii. The website also specified that "a managed account is an account with binary /forex/robot options into which more shares are deposited by customers, each share produces the same return therefore if on a given day it reaches 10%, everyone will have the same return according to the number of shares owned";

iv. The earnings achieved in the weeks prior to access are published in the sections entitled "Binary Account Management", "Forex Account Management" and "Robot Account Management";

v. in the section entitled "Official Regulations" it was specified that "The services offered by OPCompany may be purchased exclusively through the www.opcompany.net website";

GIVEN also that, despite requests from Consob, no useful information relating to the initiative was provided;

GIVEN that the transaction structure was presented as an investment opportunity;

CONSIDERING that, according to the definition provided by Article 1, paragraph 1, letter t) of Legislative Decree no. 58/1998, an 'offer of financial products to the public' must be understood as 'any communication made to people, in any form and by any means , that provides sufficient information on the conditions of the offer and the financial products offered rendering an investor capable of deciding to purchase or subscribe to these financial products, including the investment made through licensed parties";

CONSIDERING that the elements composing the offer to the public can be summarised as follows:

a) the fact that the offer involves "financial products", a category that includes the "typical" characteristics of "financial instruments" and "every other form of investment of a financial nature", pursuant to Art. 1, par. 1, letter u), of Leg. Decree no. 58/1998 ;

b) communication activities aimed at having someone acquire or subscribe to the financial products and, consequently, including at the very least a description of their main characteristics;

c) the fact that this communication is directed to the Italian public;

CONSIDERING that the notion of "investment of a financial nature" implies the coexistence of the three following elements: (i) use of capital; (ii) an expected financial return; (iii) the assumption of a risk which is directly connected and related to the use of capital;

CONSIDERING that the transaction structure in question provides that (a) the adhering party uses its own capital for the purchase of shares (b) a return is promised pursuant to the aforesaid purchase (c) with consequent assumption of a risk related to the use of the entrusted capital;

GIVEN that the aforementioned return would be paid according to the use of the investor's capital;

CONSIDERING, therefore, that the reason for the contract in question is attributable to the production of a financial return for the use of capital entrusted by the payee themselves, who therefore confers their own money with an expectancy of a profit, namely the increase of the investment liquidity;

CONSIDERING therefore, that - with regard to the existence of the requirement referred to in letter a), of an object of the offer to be regarded as a "financial instrument" - the negotiation proposals offered through the website www.segnalivincenti.net based on what has been illustrated, have the features of "a financial investment";

GIVEN that the contents of the www.segnalivincenti.net website provide a uniform representation of the characteristics of the investment proposals, enabling the investors to assess whether or not to adhere to the initiative;

CONSIDERING therefore, that the requisite referred to in letter b) exists;

GIVEN furthermore, that there are unequivocal indications that the concerned offer was addressed to the public residing in Italy as the contents published on the www.segnalivincenti.net website were also available in Italian;.

CONSIDERING therefore, the existence of the requirement set out in letter c), since this offer is directed to the Italian public;

HAVING therefore ESTABLISHED that the business set up on the www.segnalivincenti.net website has the characteristics of a financial instrument offer to the public as defined above;

CONSIDERING Art. 94, par. 1, of Legislative Decree no. 58/1998, pursuant to which 'Anyone who intends to make an offer to the public must previously publish a prospectus.. For offers concerning EU financial instruments of which Italy is a Home Member State 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 has been approved by CONSOB';

HAVING ESTABLISHED that, in relation to the activities set up on the www.segnalivincenti.net website, the prior notification and the information prospectus intended for publication were not sent to CONSOB;

HAVING ESTABLISHED that this offer is not covered by any of the cases of exemption - contemplated by the combined provisions of Art. 100 of Legislative Decree No. 58/98 and Art. 34-ter of CONSOB's Regulation no. 11971/98 - from enforcement of the rules for the 'solicitation of public savings', on the basis of current evidence,;

CONSIDERING Resolution 20443 of May 15^th. 2018, with which CONSOB, pursuant to art. 99, Par. 1, Letter b) of Leg. Decree no. 58/98, has adopted precautionary suspension measures for the offer to the Italian residents for financial investments promoted through the www.segnalivincenti.net website;

CONSIDERING the note sent by e-mail on May 22^nd, 2018, in which the OPC Services Ltd asked Consob, among other things, to "... Kindly inform us of the steps required to be considered authorised in Italy as well...".

CONSIDERING that the contents of the above note from OPC Services Ltd do not allow for a reclassification of the facts on which the precautionary suspension of the public offer is based, as per the aforementioned Resolution No. 20443 of May 15^th, 2018;

CONSIDERING therefore, that the reconstruction of the proposal addressed to the users must necessarily be carried out on the basis of what can be found on the company's website;

CONSIDERING therefore that in the light of the results of the investigations reported above and in the absence of evidence to deduce a configuration other than the one represented in the provision referred for suspension, the circumstance revealed in the context thereof must be considered ascertained in fact and in law;

CONSIDERING therefore, that a public offer for financial investments in infringement of the aforesaid regulations has been ascertained, according to the above-mentioned method,;

CONSIDERING Art. 99, par. 1, letter d) of Legislative Decree no. 58/98, on the basis of which CONSOB may 'prohibit a public offer if it violates the provisions or regulations referred to under paragraphs a) or b)';

RESOLVES THE FOLLOWING:

To prohibit the offer of financial investments promoted through the www.segnalivincenti.net website to the public residing in Italy.

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

An appeal may be made against this measure to the Regional Administrative Court of Lazio within 60 days from the date of notification.

August 2, 2018

On behalf of THE CHAIRMAN
Anna Genovese