Resolution no. 22556

Prohibition, pursuant to article 99, paragraph 1, letter c) of Legislative Decree no. 58/1998, of the offer of financial products to the public concerning the "Investment Plans" known as "Uefa Football Hedge Fund" also promoted through the https://uefa2017.com website and relative https://www.2016uefa.com webpage

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 the supervisory activity conducted by Consob, evidence has been acquired regarding the carrying out through the https://uefa2017.com website, of an activity that consisted in inviting parties resident in Italy to invest sums of money in subscribing to “Investment Plans” known as “UEFA Football Hedge Fund” that guaranteed the subscriber a “stable income” against the use of their capital;

HAVING ESTABLISHED THAT, in particular, through the https://uefa2017.com website, which is active, also available in Italian and attributable to the so-called Uefa Football Fund Ltd, users were offered the opportunity to subscribe to the “UEFA Football Hedge Fund...a low-risk financial product”, with “ a stable income”, which uses “Big Data” analysis to invest in the world of football and pay investors a return calculated on the basis of a “ long-term formula compound interest: (capital + income) + (income + income) = compound rate investment plan” ;

HAVING ESTABLISHED that there was a video presentation of the initiative in question on the home page of the https://uefa2017.com website, which described its features in Italian; in particular, according to what is reported in the video, the investment in question, regarding the "financial product" featured "a low risk and long-term profit" through " a safe, reliable and guaranteed investment process";

HAVING ESTABLISHED that, in order to join in the investment initiatives offered on the https://uefa2017.com website, the user had to register starting from the "Register" link on the home page of the website itself; in particular, a user who clicked on the aforementioned "Register" link was redirected to the https://www.2016uefa.com webpage where there were hyperlinks to download and install the specific application called "UEFA Football App";

HAVING ESTABLISHED that, in response to requests for information and documentation sent by Consob, the so-called Uefa Football Fund Ltd company did not send any response;

HAVING ESTABLISHED that the transaction was presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition provided under article 1, paragraph 1, letter t) of the Consolidated Law on Finance, a “public offering of financial products” must be understood to mean “ any communication made to people, in any form and by any means, that presents sufficient information on the offer conditions and the financial products as to render an investor capable of deciding to buy or subscribe the financial products including the placement through licensed parties ”;

WHEREAS the elements of the public offer 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 article 1, paragraph 1, letter u), of the Consolidated Law on Finance, both the typified features 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 to these financial products and a description in uniform and standardised terms of the main details thereof;

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

HAVING ESTABLISHED that the subject of the negotiation proposal conveyed through the https://uefa2017.com website and the relevant https://www.2016uefa.com webpage, although described as a "hedge fund", did not have the necessary features to bring the proposed investment into the category of financial instruments, sub-species units in collective investment undertakings;

WHEREAS, on the other hand, the negotiation proposal under discussion was featured as an "investment of a financial nature"; different from a financial instrument;

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) a promise/expectation of a return of a financial nature; (iii) the assumption of a risk connected to the investment of capital;

WHEREAS the structure of the de qua transaction provided thata) the participant used their own capital to subscribe to the "Investment plans" known as "UEFA Football Hedge Fund"; b) by virtue of the aforementioned subscription, the investor was promised a variable return in relation to the invested capital calculated according to the "Long-term formula: (capital + income) + (income + income) = compound rate investment plan "; c) with the consequent assumption of a risk related to the use of the invested capital;

HAVING ESTABLISHED, therefore, that the aforementioned return was allegedly being paid for the use of the investor’s capital;

WHEREAS, consequently, the legal reason for the contract offered via the https://uefa2017.com website and the related https://www.2016uefa.com webpage was deemed to be the production of a financial return as consideration for the use of capital paid-in by the recipient of such return, (who, therefore, contributes their own money with an expectation of profit, namely, an increase in the cash invested, “investment purpose”);

CONSIDERING, therefore, that, with regard to the existence of the requirement referred to under letter a), namely, that the offer in question may be classified as a “financial product”, the negotiation proposals offered, including through the https://uefa2017.com website and the related https://www.2016uefa.com webpage, based on the above, had the features of an “ investment of a financial nature”;

HAVING ESTABLISHED that the above informative content provided a consistent representation of the features of the investment proposals, such as to place retail investors in a position to assess whether or not to join the initiative;

CONSIDERING, therefore, that the requirement set out under letter b) is also met;

HAVING ESTABLISHED, moreover, that there are unequivocal elements about the fact that the offer in question was also aimed at the public resident in Italy, insofar as the https://uefa2017.com website and the related https://www.2016uefa.com webpage are available in Italian and the relevant informative content present there (documentation and explanatory videos) are also in Italian;

HAVING ESTABLISHED that regarding the initiative in question, reports have been received from Italian subjects;

HAVING ESTABLISHED, therefore, that the requirement set out in letter c) is also met, since the offer in question is aimed at the public resident in Italy;

CONSIDERING, therefore, that the activity carried out by the so-called Uefa Football Fund Ltd had the features of an offer of financial products to the public, as defined above;

HAVING REGARD TO article 94-bis of the Consolidated Law on Finance, paragraph 1, which establishes that “ parties who intend to make an offer to the public of financial products other than securities and shares or units of open UCITS must publish a prospectus in advance. To this end, an application must be submitted to Consob for approval, with the draft attached . The prospectus cannot be published until it has been approved by Consob pursuant to article 95, paragraph 1, letter b)....";

HAVING ESTABLISHED that, in relation to the described activity, the prospectus intended for publication was not sent to Consob;

HAVING likewise ESTABLISHED the non-existence of any of the exemptions - provided by the combined provisions of article 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 (“Issuers’ Regulation”) - from enforcement of the rules on solicitation of public savings set forth by articles 93 bis et seq. of the Consolidated Law on Finance;

HAVING REGARD to Consob Resolution no. 22476 of 11 October 2022, whereby, pursuant to article 99, paragraph 1, letter b) of the Consolidated Law on Finance, Consob implemented the precautionary suspension measure, for a period of ninety days, of the offer to citizens residing in Italy involving an investment of a financial nature also promoted through the https://uefa2017.com website and the related https://www.2016uefa.com webpage;

WHEREAS the so-called "Uefa Football Fund Ltd" has sent no objections in response to the facts on which the suspension measure is based;

WHEREAS, therefore, in light of the investigation outlined above and in the absence of any evidence to suggest a situation other than that outlined in the aforementioned suspension measure, the circumstances de facto and de jure established in the suspension measure are considered to have been ascertained;

CONSIDERING, therefore, that it has been ascertained that - according to the methods described above and noted at the time of adoption of the said suspension measure - an offering to the public has been made of financial products, sub-category “investment of a financial nature” in breach of the above law;

HAVING REGARD to article 99, paragraph 1, letter c) of the Consolidated Law on Finance, pursuant to which Consob may “ prohibit the public offering if a violation is confirmed of the provisions of this Chapter or of the related implementation measures or if there are well-founded suspicions that such provisions or measures might be breached... ”;

RESOLVES:

To prohibit the offer to the public resident in Italy regarding “Investment Plans” known as “UEFA Football Hedge Fund” carried out by the so-called Uefa Football Fund Ltd including through the https://uefa2017.com website and the related https://www.2016uefa.com webpage.

This Resolution shall be brought to the attention of the all the concerned parties and 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.

11 January 2023

THE CHAIRMAN
Paolo Savona