Resolution no. 21279

Suspension, pursuant to article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998 ('Consolidated Law on Finance') of the offer to the public to purchase "Deposit plans / investment packages" made by UMO Finance Ltd through the website www.umo-finance.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 its supervisory activity, Consob has found that there is a website, www.umo-finance.com, whose contents are also available in Italy, linked to UMO Finance Ltd, with stated addresses in the United Kingdom and in the United Arab Emirates;

HAVING ESTABLISHED that this website states that "UMO Finance" offers the possibility of "investing [one's own] funds in a reasonable way" in order to earn "profits". Through the purchase of various "deposit programs / investment packages", divided into four "macro- categories" of plans called "USD", "BTC", "ETH" and "AUTHOR".

Specifically, the website offers potential investors the opportunity of signing up to one or more of these plans, which differ according to the financial instrument/product on which the company is allegedly trading, in order to earn profits to redistribute among its investors, the duration of the investment, the requested capital commitment, the "daily profit" predicted and, finally, the "total profit" connected with the single package;

HAVING ESTABLISHED that registration on this site, from Italy, enables Italian users to access the reserved area of the site, where they can "invest" in one of the "deposit programs": "clicking" on the "invest" link associated with each of the aforementioned "deposit programs" displays a screen on which the user can perform a preliminary calculation" of the daily and total profit that can be achieved at the maturity of the investment and proceed to acquire one of these "deposit programs" directly, through the site in question;

HAVING ESTABLISHED that the site in question also states that: "The company trades on the world cryptocurrency exchanges, and works on the currency and share markets. The company carries out trades in the form of speculations that permit it to earn profits not only from rises in the price of the assets, but also from falls. The company collects the investments of its partners to increase trading volumes. We are an international company specialised in the development of commercial strategies aimed at profit earning. So our partners invest in our exclusive strategies, thus guaranteeing safe profits";

HAVING ESTABLISHED that there is also the possibility of receiving extra bonuses, through a linked partnership plan, with the purchase of the "deposit programs / investment packages"";

HAVING ALSO NOTED that the company did not provide any response to requests for information and documentation formulated by Consob;

HAVING ESTABLISHED that the structure of the operation is presented as an investment opportunity, in that the initiative promoted by UMO Finance Ltd would seem to offer users the possibility of purchasing "deposit programs / investment packages" to receive periodic returns that the company states would be paid at the end of a specific period of time, and would be composed of a share of the revenues - identified as percentage of capital paid in by the investor - deriving from the activity that UMO Finance Ltd states that it carries out;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Leg. Decree no. 58/1998, 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;"

HAVING CONSIDERED that the elements of the public offering 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 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 existence of a communication intended to persuade investors to purchase or subscribe one or more specific financial products and, consequently, including at the very least a description of their essential characteristics and conditions;

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

WHEREAS the notion of an "investment of a financial nature" implies the presence of three elements at the same time: (i) an investment of capital; (ii) an expectation of return of a financial nature; (iii) the assumption of a risk connected to the investment of capital;

WHEREAS the structure of the operation in question envisages that (a) the user uses his/her own capital for the purchase of "deposit programs / investment packages" (b) by virtue of the aforesaid purchase is promised a predetermined return (c) resulting in the assumption of a risk related to the use of the capital entrusted;;

HAVING ESTABLISHED that the afore-mentioned return is paid against the use of the investor's capital, and that the return is related to the amount paid for the purchase of the "deposit programs / investment packages", and that the user is not asked to undertake any activity other then the mere transfer of capital;

WHEREAS, consequently, the consideration in the contract in question can be linked to the production of a financial return as fee for the use of capital transferred by the recipients of this return, who, therefore, invest their own money with the expectation of profit;

WHEREAS therefore, with regard to the existence of the requirement referred to in letter a), namely, that the offering in question can be classified as a "financial product", the investment considered, based on the foregoing, qualifies as an "investment of a financial nature";

HAVING ESTABLISHED that the initiative referred to is alleged to have been promoted in standardised and uniform terms, through a presentation of the initiative that contains a representation of the characteristics of the investment scheme in such a way as to render the investor capable of deciding whether or not to subscribe to it;

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

HAVING ESTABLISHED that the offering made through the website www.umo-finance.com is ongoing and also addressed to Italian investors, as the site is also available in Italian and it is possible for users connecting from Italy to register on the site. There is also a partnership system which offers further possibilities to earn profits that the user could achieve by "recruiting" new partners and thus expand their own "network";

CONSIDERING, therefore, that the requirement set out in letter c) is met, since the offering in question is aimed at the public resident in Italy;

HAVING ESTABLISHED, in consequence, that the initiative set up by UMO Finance Ltd to promote the purchase of "deposit programs / investment packages" seems to constitute a public offering of financial products as defined above;

WHEREAS Article 94, paragraph 1 of the Consolidated Law on Finance states: "Persons who intend to make a public offering shall give advance notice thereof to CONSOB, attaching the prospectus to be published. To this end, for offerings to the public of EU financial instruments for which Italy is the Home State, and for offerings of financial products other than EU financial instruments, they shall give advance notice thereof to Consob, attaching the prospectus to be published. The prospectus cannot be published until it has been approved by Consob";

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to CONSOB;

HAVING ESTABLISHED that, on the basis of current evidence, the offering in question does not qualify for any of the exemptions - contemplated by the combined provisions of Art. 100 of Legislative Decree no. 58/98 and Art. 34-ter of CONSOB Regulation no. 11971/98 - from enforcement of the rules on "solicitation of public savings";

CONSIDERING, therefore, that there is a well-founded suspicion of the promotion of a public offering of financial products in breach of that legislation and that the public offering of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the Consolidated Law on Finance, on the basis of which Consob: "may suspend the public offering as a precautionary measure for a maximum of ninety days of products other than those specified under letter a)[i.e., Community financial instruments]in the event of a well-founded suspicion of violation of the provisions of this chapter or the related regulations";

WHEREAS, given the existence of the above conditions, there is an urgent need to adopt the measure identified above;

RESOLVES:

That, as a precautionary measure, the activity of offering to the public resident in Italy related to the purchase of "deposit plans / investment packages" set up by UMO Finance Ltd through the website www.umo-finance.com., is suspended for a period of 90 days.

This Resolution shall be brought to the attention of the person with whom it is concerned and will be 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.

February 26, 2020

THE CHAIRMAN
Paolo Savona