Resolution no. 23606 of 19 June 2025

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 “Plans” entitled “Starter”, “Advanced” and “Professional” carried out by the so-called Magnomic Yield Ltd including through the https://magnomicyieldltd.com website

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 https://magnomicyieldltd.com website, which was active and available in Italian through a machine translation mechanism incorporated into the said https://magnomicyieldltd.com website;

HAVING ESTABLISHED that three "plans" entitled "Starter", "Advanced" and "Professional" are promoted through the https://magnomicyieldltd.com website, which differ in terms of the minimum and maximum deposit envisaged, as well as by the percentage of “profit" guaranteed to subscribers on a daily basis, as follows:

• "Starter": "minimum deposit": "$100"; "maximum deposit": "$4,999"; "percentage of profit": "2%" – "daily";
• "Advanced"; "minimum deposit": "$5,000"; "maximum deposit": "$49,999"; "percentage of profit": "2.5%" – "daily";
• "Professional"; "minimum deposit": "$50,000"; "maximum deposit": "$1,000,000"; "percentage of earnings": "3%" – "daily";

HAVING ESTABLISHED that the steps that each user is required to perform in order to sign up to one or more "plans” are detailed on the https://magnomicyieldltd.com website. In particular, it is indicated that users should "create an account", "deposit funds in the account" and "select an investment plan";

HAVING NOTED that the information made available online shows that the funds deposited by the subscribers of the "plans" are invested by a "team" of "Magnomic Yield" in activities related to "oil, commodities and agriculture" and the “earnings" from the activities generating the profits are periodically credited to the users’ accounts and can be withdrawn by customers;

HAVING NOTED that the home page of the https://magnomicyieldltd.com website and in the section of the same site that describes the characteristics of the aforementioned "plans", the "minimum" and "maximum" amounts that users can pay to sign up to one or more "plans" is expressed in dollars; instead, in the further section of the https://magnomicyieldltd.com website entitled "Company" and containing an document that explains the initiatives promoted on the same site, the need for deposits to be made by transfer of crypto-assets is indicated (in particular, "Bitcoin, Ethereum, Litecoin, Bitcoin Cash and USDT" would be accepted);

HAVING NOTED that, following registration on the website in question through a procedure that is also freely available to users connected to the web from Italy/through Italian IP addresses, users can access their personal area where the functions dedicated to the purchase of one or more "plans" are available;

HAVING NOTED that, through the https://magnomicyieldltd.com website, subscribers of one or more "plans" are also offered the possibility of achieving further profits, in the form of a "bonus", by procuring additional users based on a so-called “referral" system;

HAVING ESTABLISHED that the so-called "Magnomic Yield Ltd", mentioned in https://magnomicyieldltd.com, has not answered the requests for information made by Consob and sent to the e-mail address found on the said https://magnomicyieldltd.com website;

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 offered 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:

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 typical 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 “tariff plans” conveyed through the https://magnomicyieldltd.com website seems 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” 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 the structure of the transaction requires that a) the participant uses their capital to subscribe to one or more “Plans" among those indicated on the https://magnomicyieldltd.com website; b) by virtue of the aforementioned subscription, investors are offered a variable return in relation to the "Plan" signed up to by each user and deriving from the activities that the so-called "Magnomic Yield Ltd", based on the indications contained on the https://magnomicyieldltd.com website, carries out with the funds of the subscribers of the "Plans" 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 https://magnomicyieldltd.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, “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 conveyed, including through the https://magnomicyieldltd.com website would seem to qualify as an “investment of a financial nature”;

HAVING ESTABLISHED that the above informative content on the https://magnomicyieldltd.com website 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;

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 is also aimed at the public resident in Italy, since the contents of the https://magnomicyieldltd.com website were available in Italian through an automatic translation system incorporate into the said website and, as part of the checks carried out on said website, the absence of mechanisms aimed at limiting or excluding registration to the same domain by users connected to the web from Italy/through Italian IP addresses was found;

HAVING ESTABLISHED that a sales scheme was also promoted through the aforementioned https://magnomicyieldltd.com website which offers a user the possibility of additional profits (in the form of a “bonus”) derived from the recruitment of further subscribers to the initiative and that this so-called “referral” system is suitable to also disseminate the offer of financial products among Italian investors;

CONSIDERING, 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 “Magnomic Yield Ltd” has the features of an offer of financial products to the public, as defined above;

HAVING REGARD TO Article 94-bis, paragraph 1 of the Consolidated Law on Finance, 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 Article 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 “Plans” known as “Starter”, “Advanced” and “Professional” carried out by the so-called “Magnomic Yield Ltd” including through the https://magnomicyieldltd.com. website.

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.

THE CHAIRMAN
Paolo Savona