Resolution no. 23083

Suspension, pursuant to Article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the offer to the public of financial products concerning "Investment Plans" called "Start", "Argento (Silver)", "Oro (Gold)" and "Professionale (Professional)" carried out by the so-called "Amlight-italiainvestment" also via the website www.amlight-italiainvestment.net

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, as subsequently amended and supplemented;

HAVING REGARD to Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance"), as subsequently amended and supplemented;

HAVING ESTABLISHED that Consob’s supervisory activity ascertained the presence of the website www.amlight-italiainvestment.net, the contents of which were available in Italian through a translation system integrated into the website;

HAVING ESTABLISHED that the website www.amlight-italiainvestment.net promoted four "Investment Plans" called "Start", "Argento (Silver)", "Oro (Gold)" and "Professionale (Professional)";

HAVING ESTABLISHED that, based on the information on the website www.amlight-italiainvestment.net, the "Investment Plans" would be distinguished from each other by the minimum and maximum deposit allowed as well as by the percentages of "gain" that would be ensured to subscribers. In particular, the so-called "Start", "Argento (Silver)", "Oro (Gold)" and "Professionale (Professional)" "Investment Plans" would provide returns of 4% "after 24 hours", 8% "after 24 hours", 12% "after two days" and 16% "after three and a half days" respectively, against contributions by investors of separate sums of money for each "plan": from $50 to $2,999 for the "Start" plan, from $3,000 to $9,999 for the "Argento" plan, from $10,000 to $19,999 for the "Oro" plan and from $20,000 to an unlimited amount for the "Promozionale" plan;

HAVING ESTABLISHED that, following registration on the website www.amlight-italiainvestment.net - through a procedure freely available also to Italian users - it is possible to access the personal area where it is possible to select the "Investment Plan" chosen from those mentioned and indicate the amount of money one wishes to pay in the manner indicated therein. In particular, in the reserved area, which consists of 6 sections ("Control Panel", "Deposit", "Withdraw", "Transfer", "Transactions" and "Account"), there is a specific function dedicated to depositing funds, which is possible by means of cryptocurrencies;

HAVING ESTABLISHED that the so-called "Amlight-italiainvestment" mentioned on the websitewww.amlight-italiainvestment.net, with its registered office generically indicated in "Belfast East", has not answered the requests for information made by Consob and sent to the e-mail address indicated on said website;

HAVING ESTABLISHED that the transaction described above is presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Consolidated Law on Finance 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";

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 contract proposal regarding such "Investment Plans" conveyed through the website www.amlight- italiainvestment.net would seem to be described in such a way as to categorise the plans as financial products, i.e. a "form of investment of a financial nature";

WHEREAS, in this specific case, according to Consob's consolidated approach, the elements that qualify the notion of "investment of a financial nature" - other than the financial instrument - seem to be present, given the coexistence: (i) of an investment of capital; (ii) of a promise/expectation of return of a financial nature; (iii) of the assumption of a risk connected to the investment of capital;

WHEREAS that the structure of the transaction under examination sets forth that a) interested parties should use their capital to subscribe to one or more "Investment Plans" among those indicated on the website www.amlight-italiainvestment.net; b) by virtue of the aforesaid subscription, investors are offered a variable return in relation to the "Investment Plan" subscribed to by each user without the users themselves being required to carry out any further activity; c) the consequent assumption of a risk associated with the use of the capital paid in;

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

WHEREAS, consequently, the legal reason for the contracts offered via the website www.amlight-italiainvestment.net can be 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, the contract thus having an "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 contract proposals made, including through the website www.amlight-italiainvestment.net would seem to qualify as an "investment of a financial nature";

HAVING ESTABLISHED that the above informative content in the website www.amlight- italiainvestment.net provides 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;

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

HAVING ESTABLISHED, moreover, that there are unequivocal elements that suggest that the offer under examination is also aimed at the public resident in Italy, since the contents of the website www.amlight- italiainvestment.net were available in Italian through a translation system integrated into the website and, as part of the inspections carried out on the same website, no mechanisms were found aimed at limiting or excluding registration by users connected to the web from Italy/through Italian IP addresses was found;

HAVING ESTABLISHED, moreover, that there have been reports of contacts with Italian retail investors aimed at promoting investments through the website www.amlight- italiainvestment.net;

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;

HAVING ESTABLISHED, therefore, that the activity carried out by the company "Amlight- italiainvestment" possesses 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 has not been sent to Consob;

HAVING ESTABLISHED likewise 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;

WHEREAS, therefore, there is a well-founded suspicion of the promotion of an offer to the public of financial products in breach of the laws and regulations on this subject and the offer to the public of the financial products in question is still ongoing;

HAVING REGARD to Art. 99, paragraph 1, letter b) of the Consolidated Law on Finance, pursuant to which Consob:"may suspend on a precautionary basis, for a period not exceeding ninety days, the offer concerning financial products other than those referred to in letter a) [or securities], in the event of a well-founded suspicion of a breach of the provisions of this Chapter or of the related implementing measures";

WHEREAS, given the existence of the aforementioned conditions, it is urgent to adopt the measure identified above;

RESOLVES:

To suspend, as a precautionary measure, for a period of 90 days, the offer to the public resident in Italy regarding "Investment Plans" known as "Start", "Argento (Silver)", "Oro (Gold)" and "Professionale (Professional)" carried out by the so-called "Amlight-italiainvestment" including through the website www.amlight-italiainvestment.net.

This Resolution shall be brought to the attention of 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.

24 April 2024

THE CHAIRMAN
Paolo Savona