News of the week:
CONSOB Investor protection warnings
Investor protection warnings from other authorities
Publication in the series of CONSOB Fintech Papers of the work"Financial data aggregation and account information services: regulatory issues and profiles of busines"
Brexit: CONSOB Communication on the protection of investors of British intermediaries operating in Italy in the case of withdrawal of the United Kingdom from the European Union without an agreement
Brexit: CONSOB communicates the requirements for British intermediaries operating in Italy and vice-versa in the event of a no-deal
CONSOB Seminar "Financial regulation in the United States and the role of the SEC"
Round table discussion "Case law on listed companies and CONSOB sanctions"
WIIT Spa: CONSOB approves the listing prospectus
Nexi Spa: CONSOB approves the listing prospectus
Quantyx SIM Spa: Registration on the SIM register in view of Brexit
Renewal in the Official Journal of the EU from 2 April 2019 of the prohibitions relating to binary options
CONSOB: Bertezzolo leaves the post of Secretary General. Giuseppe D'Agostino assigned the role of Privacy and Anti-corruption Manager

- COMMISSION DECISIONS - taken or made public during the week (the documents are available in the Italian version of "Consob Informa")

- NEWS OF THE WEEK -

Pursuant to art. 7- octies, letter b) of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance), the National Commission for Companies and the Stock Exchange has ordered that the following companies discontinue the infringement of art. 18 of the Consolidated Law on Finance, consisting of the provision of unauthorised investment services and activities to the Italian public:

• London Capital Trade Ltd, through the website www.londoncapitaltrade.com (Resolution no. 20868 of March 27, 2019);
• Apsilon Ltd, via the websites www.grandfxpro.com, www.my.grandfxpro.com and www.trade.grandfxpro.com (Resolution no. 20869 of March 27, 2019);
• Sucaba Enterprise Ltd, via the websites www.centrobancitaly.com; www.mycentrobancitaly.com; www.centrobancit.com (Resolution no. 20867 of March 27, 2019);
• Silver Wolf Limited, through the website www.cfdpremium.com (Resolution no. 20866 of March 27, 2019).

The National Commission for Companies and the Stock Exchange, pursuant to article 99, par 1, letter b) of Legislative Decree no. 58/1998 (Consolidated Law on Finance), has also suspended for 90 days the offer to the public resident in Italy involving the so-called 'double asset and liability security deposits" promoted on the websites https://doubleupgtl.eu sites and www.dupmania.com (Resolution no. 20865 of March 27, 2019).

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The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Austria ( Financial Market Authority - FMA), Hong Kong (Securities and Futures Commission - SFC), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Belgium (Financial Services and Markets Authority - FSMA), Denmark (Danish Financial Authority - DFSA), Poland (Polish Financial Supervision Authority - KNT) and Ireland (Central Bank of Ireland) report the companies and websites that offer investment, financial and insurance services without the required authorisation.

Reported by the FCA:

• BAT Financial Management (www.batfinancialmanagement.com), with declared registered offices in Sweden, in London and Hong Kong, clone of the authorised company Bjorn Anders Thorstrand, with registered address in Sweden (ref. no. 521523);
• Global Co Crypto / GlobalCo Crypto (www.globalco-crypto.com), with declared registered address in London, clone of the authorised company, Global Coal Limited (www.globalcoal.com), with registered address in London (ref. no. 210281);
• Amana Trade (www.amanatrade.net), clone of the authorised companies Amana Financial Services UK Limited (www.amanafs.co.uk), with registered address in London (ref. no. 605070);
• Pennberg KPO LLC (www.pennberg.com), with declared registered address in Chicago;
• Waterfield Consulting Group (www.waterfielgrp.com), with declared registered address in New York;
• Tomas Tisler Financial Management (Www.tt-financialmanagement.com), with declared registered addresses in the Czech Republic and Hong Kong, clone of the authorised company Tomas Tisler, with registered address in the Czech Republic (ref. no. 431643);
• Priv Invest Priv-Invest / PrivInvest (www.privinvest.com.; https://www.priv-invest.com), with declared registered address in London, clone of the authorised company Private Investor Capital Limited (www.picapital.co.uk), with registered address in London (ref. no. 185688);
• Sucdens Financial / Sucden Financial, with declared registered address in London, clone of the authorised company Sucden Financial Limited (www.sucdenfinancial.com), with registered address in London (ref. no. 114239);
• Union Capital Partners (https://unioncapitalpartners.com), with declared registered address in Chigago;
• Holland and Pearce Capital Partners (www.hollandandpearce.com), with declared registered address in New York;
• Access Loans / Engaged Solutions Ltd, with declared registered address in Manchester, clone of the authorised companies RJW Assist Ltd (Loanbird.co.uk) (https://www.loanbird.co.uk/), with registered address in Manchester (ref. no. 692630).

Reported by the FMA:

• Carter Financial Services (www.carterfs.com), with declared registered address in Sofia;
• Hernuel Management (www.hernuel-management.com), with declared registered address in France;
• Orion Service EOOD (Wisebanc), with declared registered address in Sofia (https://wisebanc.com).

Reported by the SFC:

• www.01428.hk;
• www.zhongzhou188.com;
• Hang Seng Small Cap Exchange / HS-Ex;
• Yingsheng Financial Investment Management Co., Ltd.

Reported by the FINMA:

• WiseBank (www.wisebank.eu);
• Züricher Wealth Management Ag.

Reported by the KNF:

• Depaho Ltd;
• Marek Federak;
• Kamil Kulig;
• Jacek Gess;
• Initium Maciej Chodyna;
• Andrzej Gasidło;
• Dawid Gaweł;
• Artur Pawlęga.

Reported by the CNMV:

• Bcoin Market (https://bcoin.market);
• Brokerf1 Markets Global Corp / Trade Markets Global Corp / Casa De General Options Ltd (https://brokercryptof1.com);
• Elmond Enterprise Ltd / Crypto Kartal (https://ethereumcodebot.com);
• Ethereum Code Bot (https://ethereumcodebot.com);
• Eurotrade Investments (www.eurotradeinvestmentsrgb.com/), not to be confused with the authorised company Eurotrade Investments RGB (https://eurotrader.eu/en);
• Bali Limited Ltd / Fly Financial Group (https://flyfinancialgroup.com);
• Kayafx / Alphatec Ltd (https://kayafx.com/);
• Société Generale d'Patrimoine, Sa.

Reported by the FSMA:

• PBN Capital (Capital Tech Ltd / Pbox Ltd), with declared registered address in the Marshall Islands (www.pbncapital.com);
• HybridReserve (Singlebell LTD / SingleBell OU), with declared registered addresses in Saint Vincent and the Grenadines (www.hybridreserve.com);
• FXG Trade (Capital Fxg Ltd / Nordic Pearl Ltd), with declared registered address in Sofia (www.fxgtrade.com);
• Cfds100.Com (Trsystem Limited) (www.cfds100.com);
• 365 Markets (Trustnet Ltd), with declared registered address in Sofia (www.365markets).

Reported by the Central Bank  of Ireland:

• Capital Hall/Capital Tech Ltd (Marshall Islands; https://capitalhall.com).

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Publication of Fintech Paper no. 4 entitled: 'Financial data aggregation and account information services: regulatory issues and business profiles'.

The study analyses the economic and legal scope of the regulatory provision of the Payment Systems Directive 2 (PSD II) concerning the possibility for third entities (undertakings authorised pursuant to PSD II) to offer users with online payment accounts the 'account information service'.

The service enables the aggregation of online payment account information at the user's request, with possible impact, as well as on the direct field of application, on the market for adjacent services, including banking, financial or insurance services. In fact, the data and the information deriving from these accounts, suitably aggregated and processed, potentially provide valuable indications of expenditure habits, the propensity to save, the financial and, in the broadest sense, the financial profile of the user.

The study investigates the possible limits of the EU regulations in question with respect to the 'extensive' use - in other segments of the financial services market - of information drawn from online payment accounts, by tracing a safe 'magnet' in this sense in the general 'know your customer' principle at the basis of the rules of behaviour in investment services.

The work is organized in two parts. The first is dedicated to the study of legal aspects of the freedom of access to online payment accounts by third entities in the name and on behalf of their users who hold the accounts. The second part shows the results of a market survey to measure the degree of knowledge among financial advisors of the Financial Data Aggregator (FDA) instrument and the Account Information Service (AIS). The results show that the level of knowledge of the phenomenon is still rather limited (overall, only 15% of respondents have knowledge of the regulatory innovation of the PSD II).

The market analysis confirms that highlighted in the legal analysis, i.e. the scope of the PSD II goes beyond the area of payment services, allowing access to information that can shape savings and investment decisions.

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CONSOB has published a Communication (Communication no. 8 of March 29, 2019) in which specifies that, pursuant to article 8 of Decree Law no 22 of 25 March 25, 2019, in the event of a no-deal Brexit, British intermediaries that operate in Italy must provide information to their investors - as soon as possible and in any case no later than forty days from the date of entry into force of Decree - on the Investment Court System (ICS) that is required to protect them.

By the same date, British banks and investment firms in the that operate under the freedom to provide services must subscribe by law to the aforementioned ICS, unless they submit to this system a declaration from the ICS of the United Kingdom certifying that their investors will be protected by the latter. Within thirty days from the date of Brexit, both of the above mentioned categories of British intermediaries must contact the Italian ICS, National Guarantee Fund (www.fondonazionaledigaranzia.it) to finalise the documents required for subscription, including the fulfilment of contribution requirements.

In order that investors understand which ICS is required to protect them, all the aforementioned intermediaries must provide adequate information to their investors, as soon as possible and in any case no later than forty days from the date of entry into force of Decree Law no.22 . Communication must be clear and worded using simple language. Investors must also be given the details of the person to contact for further information or clarification.

All the aforementioned British banks and investment firms must notify CONSOB - Intermediaries Division of successful communication to investors within 55 days of the date of entry into force of Decree Law no. 22/2019, at the certified email addressdin.Brexit@pec.consob.it.

These provisions also apply to banks, investment firms and fund managers who wish or are obliged to cease operations.

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CONSOB has published a Communication (Communication no. 7 of March 26, 2019) that specifies the obligations on the part of British intermediaries operating in Italy and the Italian intermediaries operating in the United Kingdom, arising from Decree Law no. 22, adopted by the government in consideration of the need to lay down measures in the event of a hard Brexit, i.e. the United Kingdom leaving the European Union without an agreement (no-deal).

Taking into account the fact that a hard Brexit immediately eliminates the benefits of the European passport, thanks to which the intermediaries of EU Member States are qualified to operate throughout the Community, British firms operating in Italy will have to cease all activity in Italy as of the date of withdrawal of the UK from the EU. The same also applies in reverse for Italian companies operating in the United Kingdom.

Operators of both countries can, however, in the cases provided for by the decree, continue their activity, taking advantage of the transitional arrangements for eighteen months from the date of withdrawal, subject to prior notification sent to the competent national authorities.

The companies that will cease activities are instead obliged to notify their retail and professional clients, according to the different methods depending on the type of client. The information must be clear and comprehensible, such as to fully illustrate all the effects of Brexit on customers, even for the purposes of the possible termination of existing relationships.

All British intermediaries must provide CONSOB with specific information on existing relationships with Italian clients at the date of withdrawal, within 15 working days of this date.

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A seminar will be held on April 5, at 2.30 pm, in the CONSOB Auditorium in Rome, entitled 'Financial regulation in the United States and the role of the SEC'.

The seminar will be opened by CONSOB Commissioner Carmine Di Noia. The rapporteur will be Giovanni Prezioso, Cleary Gottlieb Steen & Hamilton (Washington DC), who will address some of the most recent developments in financial regulation through a comparison between Italian (or European) and US legislation.

The topics covered will be the following:

1) Fintech and crypto assets;

2) Shareholder activism, ESG, say-on-pay;

3) Competition among US trading venues: role of MEMX;

4) Equity research and MiFID II;

5) Recent cases of enforcement.

Participation is free; please register for the event by April 3, 2019 using the SIPE form published at the following link: http://www.CONSOB.it/web/area-pubblica/iscrizione-seminari.

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A free event open to the public will be held on April 9, 2019, at the CONSOB Auditorium in Rome, organised by the Legal Advice team of the Commission in collaboration with the LUISS Dream Research Centre.

The event,organised in the form of a Round Table Discussion, entitled 'Case law onlisted companies and CONSOB sanctions', is inspired by the casebook 'Le Società Quotate' (Listed Companies), edited by Gian Domenico Mosco. This recent publication, produced in coordination with the Law Department of LUISS University, illustrates, among others, legal cases that have involved CONSOB (for example: the Alerion case, the Ligresti-Milano insurance case, the Ansaldo case and the Cremonini case).

There will be a welcoming address by CONSOB Commissioner Giuseppe Maria Berruti, followed by an introduction by Salvatore Providenti, Head of Legal Advice.

The Round Table Discussion will include speeches by Francesco Vella, Professor of Commercial Law at the University of Bologna, Marco Ventoruzzo, Director of the Department of Legal Studies at the Bocconi University of Milan and Gian Domenico Mosco, Professor of Commercial Law of LUISs Guido Carli of Rome and Director of the LUISS Dream Research Centre.

Finally, there will be a general discussion with contributions by the CONSOB Legal Advice team, as well as the possibility for participants to ask questions or speak on the issues covered.

The event will take place from 3 pm to 6.45 pm approximately at the CONSOB Auditorium in Rome (entry from 2.15 pm from Via Claudio Monteverdi, 35).

Please note that accreditation of the event is in progress with the Council of the Rome Bar Association, for the purpose of awarding 3 credits for lawyers who attend the whole session.

All those interested in attending the event must register by April 5, 2019 - 4 pm, using the SIPE form published at the following link: http://www.CONSOB.it/web/area-pubblica/iscrizione-seminari.

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CONSOB has approved the prospectus for admission to trading on the Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana, of WIIT Spa shares, already traded on the AIM Italia multilateral trading facility.

On March 25, Borsa Italiana issued the measure for admission to listing on the MTA of WIIT shares and the simultaneous exclusion from the alternative investment market, AIM Italia.

There will be no concurrent offer for the subscription or sale of the shares subject to admission and listing. The prospectus is only for admission to trading on the regulated MTA market. Therefore, new financial resources for the issuer arising from the operation of admission to listing are not envisaged.

The issuer, constituted on June 26, 1996, is the parent company of a group which operates in the field of cloud computing. In particular, cloud computing is the technology that allows customers to use software and hardware resources to process, store and save data.

The date of the WIIT prospectus is controlled by law, pursuant to article 93 of the Consolidated Law on Finance, by Mr Cozzi, who holds, directly and indirectly (through WIIT Fin), 61.53 % of share capital. As at the date of the prospectus, the floating share capital is equal to 35.09% (counting treasury shares, the percentage voting rights held by the market is 37.53%).

The group intends to pursue the strategic objective of consolidating its competitive positioning on the Italian market and extending activities abroad through external growth channels (acquisitions, joint venture agreements). In this context, in the course of 2018, it acquired 100% of Adelante Group and 65.03% of Foster.

Among the 'Investor Warnings' and in the 'Risk Factors' chapter, the prospectus outlines the risks with regard to the issuer and the group, to the market in which they operate and to the financial instruments subject to admission to trading.

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CONSOB has approved the tripartite prospectus (consisting of registration document, explanatory note and summary note) relating to the admission to trading on the Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana Spa, of Nexi Spa ordinary shares.

Borsa Italiana issued the measure for admission to listing on the MTA of Nexi shares on March26.

Nexi is the holding company of a group that includes electronic currency institutions and payment institutions that perform their activities exclusively on the digital payment market (paytech), while the banking activities have been assigned, by means of a spin-off, to Depobank Spa, not to date part of the Nexi Group.

The activities performed by the Nexi Group are based mainly on consolidated relationships with around 150 affiliated banks, which cover approximately 80% of the national banking sector in terms of number of branches as at December 31, 2018. The group operates mainly in Italy.

The issuer is controlled by law directly, pursuant to article 93 of the Consolidated Law on Finance, by Mercury UK HoldCo Limited, which holds 94.193 % of capital. As at the date of the registration document, no entity exercises individual control over Mercury HoldCo UK Limited. The other Nexi shareholders are as follows: Banco BPM Spa (1.631%); Credito Valtellinese Spa (1.304%); Banca Popolare di Sondrio Scpa (1.303%); UBI Banca Spa (0.653%); Civibank Spa (0.457%); Iccrea Banca Spa (0.326%); Banca Sella Holding Spa (0.131%), Banca Popolare del Frusinate Scpa (0.001%); Banca Popolare Vesuviana Sc (0.001%).

The operation, aimed at the admission to trading of the ordinary Nexi shares, will be preceded by an offer made exclusively to institutional investors.

The offer concerns shares for a total maximum value, calculated on the basis of the indicative maximum price, of 2,207,242,317 euro:

(i) in part, for a maximum value, including any surcharge, of 700,000,000 euro, deriving from the capital increase, excluding stock option, as approved by the extraordinary shareholders' meeting of the company on March 12, 2019;

(ii) in part, for an indicative maximum value of 1,507,242,317 euro, derived from the sale of shares by shareholders (Mercury UK Holdco Ltd, Banco BPM Spa, Banca Popolare di Sondrio Scpa, Banca di Cividale Scpa and Iccrea Banca Spa).

Shareholders sellers, having heard the coordinators of the offer will have the right to increase the offer by an (additional) 15,072,425 euro.

It is also envisaged that Mercury UK will grant the over allotment option and the greenshoe option.

It is therefore envisaged that the Mercury UK shareholder will grant the coordinators of the offer, also in the name and on behalf of the members of the placement consortium, the option to borrow additional shares corresponding to 15% of the total number of shares included in the offer, i.e. in the case of full exercise of the right of increase, for a total of 34,415,474 shares, for the purposes of over-allotment within the context of institutional placement.

The offer price of the shares will be determined according to the open price mechanism. The offer price will be determined by the company and by the shareholder sellers, subject to prior consultation with the coordinators of the offer, at the end of the offer period.

The indicative price range of the company's economic capital, before capital increase to serve the offer, is between approximately 4,675 million euro and approximately 5,692 million euro, equal to between 8.50 euro and10.35 euro per share.

The offer price will be published in a special notice on the company website www.nexi.it within five days of the end of the offer period and transmitted simultaneously to CONSOB. The notice shall also include the number of shares included in the offer.

The institutional placement will begin on March 29 and will end on April 11, 2019, with the exception of extension or early closure, to be notified via press release to be published on the issuer's website.

Among the 'Investor Warnings' and in the 'Risk Factors' chapter, the prospectus outlines the risks with regard to the issuer and the group, to the market in which they operate and to the financial instruments subject to admission to trading.

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In view of Brexit, Quantyx SIM Spa, has asked to be registered on the SIM register and thus be authorised to perform the service of investment advice, in order to reallocate to Italy activities currently undertaken (even in Italy as cross-border activities) by the sister company under British law, Quantyx Limited.

Quantyx Limited is an investment firm under British law authorised in the UK to perform investment services (investment advice and ancillary services) and that operates in Italy under the freedom to provide services.

Having taken into account the favourable opinion of the Bank of Italy, as well as the outcome of the prior consultation undertaken with the British supervisory body, the Financial Conduct Authority (FCA), CONSOB has authorised Quantyx SIM Spa, with registered office in Milan, to perform the service of investment advice, referred to in article 1, paragraph 5(f) of Leg. Decree no. 58/1998, and ordered the registration of the company on the register referred to in article 20, paragraph 1 of Legislative Decree no. 58 of February 24, 1998. The authorisation to provide the aforementioned investment service is issued with the following methods of operation: 'without retaining, even temporarily, cash and financial instruments of customers and without the company assuming any risks' (Resolution no. 20871 of March 28, 2019).

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ESMA, the European Securities Markets Authority published in the Official Journal of the European Union (EU) L 85 of March 27, 2019 its Decision (EU) 2019/509 of March 22 on the renewal, with effect from April 2, 2019 and running for three months, of the temporary prohibition of the marketing, distribution or sale of binary options to retail customers. The ban - in force since July 2, 2018 - was already renewed on October 2, 2018 and January 2, 2019, in order to provide adequate protection to investors (see 'CONSOB Informa' nos. 37/2018, 42/2018 , 48/2018 and, most recently, 7/2019).

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The lawyer Giulia Bertezzolo leaves the post of Secretary General following revocation of the Commission (Resolution no. 20862 of March 21, 2019).

The Commission has assigned Giuseppe D'Agostino, Deputy Director General, the roles of Personal Data Protection Manager (RDP) and Privacy and Anti-corruption Manager (RPCT) for CONSOB previously assigned to Giulia Bertezzolo. The appointments shall take effect from March 25, 2019 (Resolutions no. 20863 and no. 20864 of March 21, 2019).

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• CONSOB has approved the prospectus for admission to trading on the Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana, of WIIT Spa shares, already traded on the AIM Italia multilateral trading facility (March 28, 2019).
• CONSOB has approved the tripartite prospectus for admission to listing on the Mercato Telematico Azionario (MTA) of Nexi Spa shares (Decision of March 28, 2019).
• CONSOB has approved the third supplement to the base prospectus relating to the public bid programme and/or listing of bonds issued by Unione di Banche Italiane Spa (Decision of March 27, 2019);
• CONSOB has approved the base prospectuses relating to the public bid programme and/or listing of bonds and the base prospectus relating to the public offer of certificates issued by Mediobanca - Banca di Credito Finanziario Spa (Decisions of March 27, 2019). 

• Obligations of British intermediaries operating in Italy and Italian intermediaries operating in the United Kingdom, arising from Decree Law no. 22/2019, adopted by the government in the event of a hard Brexit, i.e. the withdrawal of the United Kingdom from the European Union without an agreement (Communication no. 7 of March 26, 2019)
• CONSOB Communication on the protection of investors of British intermediaries operating in Italy in the event of withdrawal of the UK from the European Union without an agreement (Communication no. 8 of March 29, 2019)
• Quantyx Sim Spa, with registered office in Milan, has been registered on the register referred to in article 20, paragraph 1 of Legislative Decree no. 58 of February 24, 1998. The company is authorised to perform the service of investment advice referred to in article 1, paragraph 5(f), of Leg. Decree no. 58/1998 (Resolution no. 20871 of March 28, 2019).

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