Resolution no. 20556

Suspension, pursuant to art. 99, para 1, letter b) of leg. decree n. 58/1998, of the provision of financial instruments to the public residing in Italy for investments of a financial nature promoted with the www.opcompany.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;

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

HAVING DISCOVERED, following surveillance activities undertaken by CONSOB, that an activity consisting in the offer, to purchase standardised shares of "managed accounts" using the www.opcompany.net website, also to Italian residents,;

HAVING ESTABLISHED, after verification of the www.opcompany.net website, that:

i. the www.opcompany.net website is written in Italian and is allegedly attributable to "OPC Services Ltd" with registered offices in Malta;

ii. a potential investor, after registering on the website, can buy one or more units worth 200 euros each of the managed accounts called "Forex Management Account", "Binary Options Managed Account" and "OPClub Account" offering very high returns. In this regard, the website specifies that "Each share has a value of 200 euros, a minimum of two shares (400 euros) are required for the first purchase, and a monthly subscription fee of 100 EUROS must be added";

iii. the website also indicates that "if you do not have experience in this sector and sufficient capital to operate safely, you can buy a share by choosing one of our two accounts ... we communicate daily profits and distribute profits weekly;

iv. in the section entitled "Return", among other things, the earnings for the six-month period "July-December 2017" are published: "+175,2% for OPCompany Binary " and "+154,9% for OPCompany Forex" ;

v. the section entitled "Official Regulations" states that "The services offered by OPCompany are available exclusively through the www.opcompany.net website " and that "our services have a monthly subscription fee. The cost may vary in time at our discretion," and, furthermore, that "the fees for the provided services will be fixed for "90 business days.

GIVEN that, despite requests from Consob, no useful information relating to this initiative has been provided;

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

GIVEN that, according to the definition under Art. 1, Par. 1, Letter t) of Leg. 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 a public offer can be summarised as follows:

a) the fact that the offer involves "financial products", a category that includes both the "typical" characteristics of "financial instruments" and 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 websiteprohibition, 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 websiteprohibition, 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 websiteprohibition, 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 websiteription 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 the capital entrusted by the payee themselves;

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

GIVEN that the contents of the www.opcompany.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 is addressed to the public residing in Italy. In fact, it is has been established that the www.opcompany.net website is active and, to date, 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.opcompany.net website has the characteristics of a financial instrument offer to the public as defined above;

HAVING ESTABLISHED that the offer in question, on the basis of current evidence, does not include any of the exemptions - 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 – for the enforcement of the rules on 'solicitation of public savings';

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.opcompany.net website, the prior notification and the information prospectus intended for publication were not sent to CONSOB;

CONSIDERING, therefore, that there is a well-founded suspicion regarding the promotion of a public offer of financial products in infringement of the relevant laws and regulations;

HAVING ESTABLISHED that the public offer of these financial products is currently on-going;

CONSIDERING Art. 99, Par. 1, Letter b) of Leg. Decree no. 58/98, according to which CONSOB "can, for precautionary measures, suspend any offer of products other than those referred to in Letter a)[i.e. European financial instruments] for a period of up to ninety days if there is a founded suspicion of the infringement of the provisions of this paragraph [that regulate the public offer of financial products] or of the relative implementing regulations";

CONSIDERING that, given the existence of the abovementioned conditions, we acknowledge the urgency in adopting the provision identified above;

RESOLVES AS FOLLOWS:

As a precautionary measure, to suspend the offer of financial instruments to the public residing in Italy for financial investments promoted through the www.opcompany.net. website for a period of 90 days,

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 of the date of notification.

August 2, 2018

On behalf of THE CHAIRMAN
Anna Genovese