Resolution no. 23159

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 the "Investment Plans" known as "Antipasto (Starter)", "Investitore (Investor)" and "Super Investitore (Super Investor)" promoted by the so-called "Valemorelimited" also via the website https://valemorelimited.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, 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 https://valemorelimited.com, which was active and registered anonymously, with the relative content available in Italian through a machine translation mechanism incorporated into the websitehttps://valemorelimited.com;

HAVING NOTED that three "Investment Plans" called “Antipasto (Starter)”, “Investitore (Investor)” and “Super Investitore (Super Investor)” are promoted via the website https://valemorelimited.com;

HAVING ESTABLISHED that, based on the information on the website https://valemorelimited.com, the "Investment Plans" could 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, on a daily basis, as follows:

• “Antipasto (Starter), minimum deposit $100, maximum deposit $3,999, 3% per day";
• “Investitore (Investor), minimum deposit $4,000, maximum deposit $19,999, 3.5% per day";
• “Super Investitore (Super Investor), minimum deposit $20,000, maximum deposit $1,000,000, 4% per day";

HAVING ESTABLISHED that the steps that each user is required to perform in order to subscribe to one or more "investment plans” are detailed on the website https://valemorelimited.com. In particular, the website states that "the first step [...] is to create an account", then “pay funds into the account“ and, “when paying funds into your account, the system will ask you to select the investment plan";

HAVING ALSO ESTABLISHED that, on the website https://valemorelimited.com it is indicated that the funds contributed by the subscribers of the "investment plans" would be "managed" by "qualified professional traders" in (not better specified) "investment activities related to trading on the financial markets and exchanges of cryptocurrencies". The “gains" from the activities generating the profits would then be credited to each user's account and could be withdrawn by customers;

HAVING ESTABLISHED that, although in the homepage of the website https://valemorelimited.com the "minimum" and "maximum" amounts that users can pay to subscribe to one or more "Investment Plans" are expressed in dollars, other sections of the same website https://valemorelimited.com indicate the need for deposits to be made by transferring cryptocurrencies (in particular, Bitcoin, Ethereum, Bitcoin Cash and USDT would be accepted). From the same information found on the website https://valemorelimited.com it seems to emerge that also the "gains" would be returned to customers in cryptocurrencies;

HAVING ESTABLISHED moreover that, the initiative in question would seem to include a "reference bonus" in favour of "Valemorelimited" customers who, in addition to subscribing to one of the so-called "investment plans", bring new customers to "Valemorelimited";

HAVING ESTABLISHED that, after registering with the website https://valemorelimited.com, through a procedure freely available also to Italian users, it is possible to access the personal area which contained features for purchasing one or more of the “Investment Plans";

HAVING ESTABLISHED that the so-called “Valemorelimited”, mentioned on the website https://valemorelimited.com, has not answered the requests for information made by Consob and sent to the email address indicated on the same website https://valemorelimited.com;

HAVING ESTABLISHED that the transaction described above is 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 to the financial products including the placement through licensed parties”;

WHEREAS the elements of the public offer relevant for the purposes of the above provision can be summarised as follows:

1. 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”;
2. 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;
3. 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 https://valemorelimited.com 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 https://valemorelimited.com; 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 would be allegedly paid for the use of the investor’s capital;

WHEREAS, consequently, the legal reason for the contracts offered via the website https://valemorelimited.com 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 https://valemorelimited.com would seem to qualify as an “investment of a financial nature”;

HAVING ESTABLISHED that the above informative content in the website https://valemorelimited.com 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 https://valemorelimited.com were available in Italian and, as part of the inspections carried out on the same website https://valemorelimited.com, 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 that a sales scheme seems to also be promoted through the aforementioned website which offers a user the possibility of earning money, so-called “reference bonus”, by recruiting further members of the initiative and that this scheme is suitable to also disseminate the offer of financial products among Italian retail investors;

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 so-called “Valemorelimited” has 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 “Antipasto (Starter)”, “Investitore (Investor)” and “Super Investitore (Super Investor)” carried out by the so-called “Valemorelimited” including through the website https://valemorelimited.com..

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.

12 June 2024

THE CHAIRMAN
Maria Chiara Mosca