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Weekly newsletter - year XXIII - No. 19 - 22 May 2017

Commission decisions:

N.B. measures adopted by Consob are published in the Bollettino and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.


- NEWS OF THE WEEK -

INVESTOR PROTECTION WARNINGS

The Supervisory Authorities in the United Kingdom (Financial Conduct Authority – Fca), Austria (Financial Market Authority - Fma), Belgium (Financial Services and Markets Authority - Fsma), Luxembourg (Commision de Surveillance du Secteur Financier - Cssf), Switzerland (Swiss Financial Market Supervisory Authority – Finma), Sweden(Finansinspektionen), Norway (Finanstilsynet), Hong Kong (Securities and Futures Commission - Sfc), Denmark(Danish Financial Authority - Dfsa) and British Columbia (British Columbia Securities Commission - Bcsc), report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the Fca:

  • Williams & Chase/ Williams Chase (www.williamsandchaseassociates.com), with declared offices in Frankfurt and Zurich;

  • Clayton Wealth Advisory;

  • ExxonFx (Revolution Markets Lp; www.exxonfx.com/en), with declared office in Glasgow;

  • J Global (www.jwglobal.co.uk ),with declared offices in London and in Austria, clone of the authorised company Johann Wolf, with registered office in Austria (reference no. 581247);

  • Markus Spielmann Inc (www.markusspielmann.com), with declared offices in London, New York and Austria, clone of the authorised company Markus Spielmann, with registered office in Austria (reference no.503558);

  • Daniels and Mills Consultants Llc;

  • Bbs Consulting / Best Broker Service.

Reported by the Fma:

  • Libor Capital;

  • Cfd Stocks/Pacific Sunrise Uk Ltd/Aaoption;

  • Oproserv Limited t/a 365BinaryOption;

  • Pearson Investments / Pearson Investments Llc;

  • Tain Capital;

  • Hedgestone Group;

  • PwrTrade/Gn Capital Ltd;

  • Aim Corporation Limited;

  • UMarkets;

  • PlusOption;

  • Safe Mark Limited;

  • Mba Capital Limited;

  • Capital Strategy Partners;

  • Amber Capital Partners;

  • Futures Trading Standards Commission;

  • Fastcash Biz;

  • Binary Uno;

  • Yamanashi Asset Management;

  • Empire Asset Investments Llc;

  • Mcf Consultants;

  • Edi International Limited;

  • Oak Harbour Limited;

  • Magnum Options/Hampshire Capital Ventures Ltd;

  • Boston Mergers and Acquisitions Board;

  • United States Trading Commission;

  • Apollo Asset Management;

  • Prowex Solutions & Services Corporation /Prowexinvest;

  • Welch Burton Mergers & Acquisitions Inc. ;

  • Capital Trust Management;

  • Imperial Trade Management Limited;

  • Rock Smith Options Limited;

  • Kaufman Franz Wealth Management;

  • Locker Global Management;

  • Locker Capital Management;

  • Urbanix Limited t/a/ Secured Options;

  • Trade 24;

  • Lead Capital Partners;

  • Up and Down Marketing Limited t/a One Two Trade;

  • Lm Swiss Direct Ltd/SwissFx Pro;

  • Asset Castle Investments Ltd;

  • Amc International (Hk) Limited;

  • Labanna Capital Management;

  • Ashton Cole Global Investments;

  • Intercontinental Financial Regulatory Board;

  • Arista Capital Ventures;

  • HongKong Tooptions Ltd/Tooptions;

  • Omni Capital Ltd / Omni Global Solutions Srl/OptionsXo;

  • RBoptions/Zulutoys Limited;

  • Cit Investments Ltd/Citrades;

  • Bloombex Options/Bloombex Ltd;

  • Max Options/Changecapital Sm Ltd;

  • Boss Capital/Cheshire Capital Ltd;

  • Porter Finance/Oracle Stone Limited;

  • Go Trading Technologies Ltd/GOptions.

Reported by Fsma:

  • Alternative Investment Products;

  • Questra Holdings;

  • Questra World;

  • Atlantic Global Asset Management.

Reported by Cssf:

  • Interinvest-Group (www.interinvest-group.com), with declared office in Luxembourg.

Reported by Finma:

  • Zenith Investor (www.zenithinvestor.com), with declared office in Zurich.

Reported by Finansinspektionen:

  • Psi Research (www.psi-research.com);

  • Fds Research Group (www.fdsresearch.com), with registered office in Singapore;

  • Mwi Consultants (www.mwiconsultants.com), with declared office in Singapore;

  • The Elliot Private Equity (www.elliotpe.com), with registered offices in Washington and Seattle.

Reported by Finanstilsynet:

  • Indigo Finans As ( http://indigo-gruppen.no/indigo-finans), with declared office in Oslo.

Reported by Dfsa:

  • Entrada Capital (www.entradacapital.com).

Reported by Sfc:

  • Ocean Star Capitals;

  • Golden Palace Global Limited/Jin Dian Global;

  • Vhtrade International Financial Group;

  • Izumi Ventures;

  • SwissMain;

  • M-Markets;

  • Financial Concept Limited Hong Kong.

Reported by Bcsc:

  • Binary Brokerz, Dsmg Ltd;

  • B4Option;

  • TorOption/Smart Choice Zone Lp.

* * *

The Belgian Supervisory Authority (Financial Services and Markets Authority - Fsma) also puts investors on their guard regarding investments in products such as rare minerals, precious metals and diamonds, due to the uncertainty regarding the nature of the offer presented by various companies on the subject, in which the high financial returns are emphasised without mentioning the risks involved.


ITALMOBILIARE’S TAKEOVER BID FOR TREASURY SHARES: CONSOB HAS APPROVED THE BID DOCUMENT

CONSOB has approved the document relative to the takeover bid (OPA, Offerta Pubblica di Acquisto) launched by Italmobiliare Spa, pursuant to and for the purposes of art. 102 et seq. of Legislative Decree no. 58/1998 (Consolidated Law on Finance), on its own treasury shares (CONSOB Resolution no. 20005 of May 17, 2017).

Italmobiliare is a listed company on the MTA Market (Mercato Telematico Azionario) that performs "Investment holding company" activities, in particular in the industry and industrial services sector as well as in the financial and private equitysectors.

On the date of the bid document, the de facto control of the issuer is held by Efiparind Bv pursuant to article 93 of the Consolidated Law on Finance, because the latter has 45.647% of the voting rights that can be exercised in the shareholders’ meeting.

The bid concerns a maximum of 4,000,000 of Italmobiliare ordinary shares, without a face value, corresponding to 8.397% of the share capital.

On the date of the bid document, Italmobiliare held 1,696,038 treasury shares, equal to 3.560% of the issuer’s share capital, which are excluded from the offer.

Should the offer be subscribed in its entirety, the company will retain 5,696,038 treasury shares, equal to 11.957% of the issuer’s share capital.

Any purchases of ordinary Italmobiliare shares done by the issuer outside the takeover bid will not entail a reduction in the total number of shares offered in the bid.

The controlling shareholder Efiparind Bv (whose shareholdings are held by the various members of the Pesenti family), has declared its intention not to subscribe the bid and, should it be subscribed in its entirety, Efiparind Bv will transition from 45.647% of the votes that can be exercised in the shareholders’ meeting (having taken into account the treasury shares held by Italmobiliare before the takeover bid) to 50,0008% of the votes that can be exercised in the shareholders’ meeting (having taken into account the treasury shares held by Italmobiliare on conclusion of the takeover bid). Any purchase of further shares by Efiparind Bv or by Italmobiliare to such an extent that the number of voting rights purchased by Efiparind Bv in one year exceeds the threshold of 5% will not entail for the majority shareholder any obligation to launch a takeover bid pursuant to the combined provisions of article 106, section 3, subsection b), of the Consolidated Law on Finance, and article 46 of the Issuers’ Regulation.

The unit bid price offered is €25, exdividend 2016. This price does not therefore include the € 0.50 of 2016 dividend, i.e. the part of the dividend recalculated in such a way to take into account stock split, effective from May 15, 2017. The price includes a premium of 5.63% on the official price of the ordinary Italmobiliare shares registered on March 1, 2017, date of the last appraisal before announcing the operation to the market. The maximum expenditure will be € 100 million.

The offer subscription period begins on May 19 and ends on June 9 (starting and closing dates included), unless extended. The sales price will be paid on the fifth day of the stock exchange being open after the closure of the subscription period, i.e. June 16, 2017.

Considering that the issuer and bidder coincide, the rules on the issuer’s communication pursuant to the combined provision of article 103 of the Consolidated Law on Finance and 39 of the Issuers’ Regulation do not apply. Furthermore, the takeover bid is launched by the issuer itself and does not fall within the cases subject to laws and regulations concerning the opinion of independent directors and re-opening of the terms.

INVESTMENTS FOR THE ELECTION OF THE BOARD OF DIRECTORS AND CONTROL BODIES OF SESA SPA

The Commission, on the basis of the provisions of article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and article 144-ter et seq. of the issuers’ regulation, has published the minimum investments for the submission of the lists of candidates for the election of the Board of Directors and control bodies of the listed company Sesa Spa.

For the said company, whose financial year closed on April 30, 2017, without prejudice to any smaller investment specified in the company by laws, the threshold has been set at 2.5% (CONSOB Resolution no. 20001 of May 17, 2017).

The full text of the resolution is available on the website www.consob.it, accompanied by the table with the indication of the criteria used for the determination of the investments.


BORSA ITALIANA SPA REGULATIONS: CONSOB APPROVES THE CHANGES

Consob has approved the changes to the regulations of the markets organised and managed by Borsa Italiana Spa approved by the company’s board of directors on last March 29 year(CONSOB Resolution no. 20003 of May 17, 2017) and has granted consent to the Instructions in said Regulations approved by the CEO of the company on last March 13 and 29.

The approved changes concern in particular:

1) the continuation, on a voluntary basis, of the current provisions for the interim management reports and the half-yearly financial reporting in the STAR segment by Borsa Italiana;

2) the changes on the subject of the admission requisites, such a significant threshold for foreign entities and UCIs(Undertakings in Collective Investment) ) as well as fine tuning on the subject of shareholdings equal to or more than 5%;

3) the discipline of exclusion from trading on request;

4) the extension of the method of distribution on the market to the equity-linked financial instruments;

5) the introduction of specific transparency requisites regarding green and social bonds into the Mot market;

6) the revision of the methods of disclosure of price-sensitive information making them consistentwith the Market abuse regulation (MAR), article 7;

7) the extension, within the IDEM market, of the trading hours for the futures contracts on FTSE MIB and the minifutures contracts on FTSE MIB up to 8:30 p.m., compared to the current 5:50 p.m.

Consob has also given its consent to the changes to the Instructions of the regulations, relating to: the change of the methods of disclosure of price-sensitive information; the extension, within the IDEM market, of the trading hours for the futurescontracts on FTSE MIB and the minifutures contractson Ftse Mib up to 8:30 pm compared to the current 5:50 p.m.; bringing forward from 9:30 to 9:15 the listing obligations of market maker operators and market specialists.


UNIVERSITY OF TRIESTE, LECTIO MAGISTRALIS BY CONSOB’S CHAIRMAN ON INNOVATION AND FINANCIAL MARKETS

Consob’s Chairman Giuseppe Vegas held a lectio magistralis on ‘Innovazione tecnologica e mercati finanziari. L’investimento nei talenti’(Technolgical Innovation and financial markets. Investing in talents)on May 19 at the University of Trieste.

The Chairman’s speech focused on the way the new FinTech technologies are reshaping the structure of the financial markets, the behaviour of operators and savers and the very rules of financial education. The creation and management of enormous data bases (Big Data) by the giants of the web will also be able in the near future, to affect the freedom of consumers and the role of traditional financial institutions and banks. All this will entail new challenges for supervision for the protection of investors and the need for training in new competences also by Universities.


MEMO: ON MAY 26 THE CONSOB AUDITORIUM IN ROME WILL HOST THE CONFERENCE ‘BUSINESS JUDGEMENT RULE E VIGILANZA SUI MERCATI FINANZIARI’(BUSINESS JUDGEMENT RULE AND SUPERVISION OF THE FINANCIAL MARKETS)

On May 26, 2017 Consob will host a conference entitled ‘Business judgement rule e vigilanza sui mercati finanziari’ at the auditorium in its Headquarters Rome in Via Claudio Monteverdi 35.

The welcome address will be given by Giuseppe Vegas, Chairman of CONSOB.

The conference will be opened by Giovanni Siciliano (Consob Studies Division).Followed by the presentation of the Consob Quaderno Giuridico (legal booklet) ‘Business judgment rule e mercati finanziari fra efficienza economica e tutela degli investitori’(Business judgement rule and financial markets between economic efficiency and investor protection) by Simone Alvaro (Consob Legal Studies Office)and Marco Ventoruzzo (Bocconi University).

The conference will be chaired by Piergaetano Marchetti (Bocconi University). Speakers: Carlo Angelici (La Sapienza University); Renato Bernabei (Court of Cassation Judge); Renzo Costi (University of Bologna); Stefano Micossi (Assonime CEO); Salvatore Providenti (CoNSOB legal advice). Conclusions by CONSOB Commissioner Giuseppe Maria Berruti.

The complete programme can be found on the Consob website (www.consob.it). Participation is free. Participants are kindly asked to confirm their participation via the Sipe form at www.consob.it. For further information, please email convegni@consob.it.


MEMO: CONSOB-CATTOLICA SEMINARS ON BANKING AND FINANCE: NEW EVENT FOR THE ACADEMIC YEAR

The cycle of meetings on bank and finance organised by CONSOB and Università Cattolica del Sacro Cuore, Department of Economic Sciences and Corporate Management, continues.

The next meeting for the 2016-17 academic year will be held on Friday May 26 2017 from 11.30 a.m., in room 100, at the Università Cattolica, entrance in via Necchi 9, Milan. The seminar, organised by Stanislava Nikolova (University of Nebraska–Lincoln), will focus on The bond pricing implications of rating-based capital requirements’.

Participation is open and free of charge. For information: www.unicatt.it/segesta, dip.segesta@unicatt.itm, telephone: (+39) 02.72342467).

- COMMISSION DECISIONS -

taken or made public during the week
(the documents with a link or underlined in the printed edition are immediately available in the respective sections of the website www.consob.it; the other measures will be available in the next few days) 

Takeover bids and exchange tender offer

  • The document relating to the voluntary, partial bid launched by Italmobiliare Spa, pursuant to and to the purposes of articles 102 et seq. of Legislative Decree no. 58/98, on treasury shares (CONSOB Resolution no. 20005 of May 17, 2017).

Listed Companies

  • Pursuant to articles 144-ter et seq. of the Issuers’ Regulation, the minimum investment share has been published for the presentation of the candidate lists for the appointment of the Board of Directors and internal control bodies for the company Sesa Spa (CONSOB resolution no. 20001 of May 17, 2017).

Markets

  • The amendments to the Regulation of the markets organised and managed by Borsa Italiana Spa were approved by the company’s Board of Directors on March 29, 2017, and the consent was given to the Instructions of the same Regulation, which were approved by the company’s CEO on March 13, 2017 (CONSOB Resolution no. 20003 of May 17, 2017).

Prospectuses

  • The registration document and the supplement to the base prospectus relating to the provision to the public of bonds issued by Intesa San Paolo Spa have been approved (CONSOB Decision of May 17, 2017).

  • The registration document and the supplements to the base prospectus relating to the provision to the public and/or listing of debenture loan, certificates and covered warrants issued by Banca Imi Spa have been approved (CONSOB Decision of May 17, 2017).

  • The registration document and the supplement to the base prospectus relating to the provision to the public and/or listing of the certificates issued by Banca Aletti & C. Spa have been approved(CONSOB Decision of May 17, 2017).

Registers and lists

  • One year’s precautionary suspension of Elisabetta Beghelli from the single financial advisors’ register (CONSOB Resolution no. 19947 of April 12, 2017).

  • One year’s precautionary suspension of Maurizio Brollo from the single financial advisors’ register (CONSOB Resolution no. 19951 of April 12, 2017)

  • One year’s precautionary suspension of Giuseppe Caiani from the single financial advisors’ register (CONSOB Resolution no. 19952 of April 12, 2017)

  • One year’s precautionary suspension of Guido Cambi from the single financial advisors’ register (CONSOB Resolution no. 19953 of April 12, 2017).

  • One year’s precautionary suspension of Manuela Corrieri from the single financial consultant’s register (CONSOB Resolution no. 19954 of April 12, 2017)

  • One year’s precautionary suspension of Giandomenico Santarossa from the single financial advisors’ register (CONSOB Resolution no. 19961 of April 12, 2017).

  • Three month’s sanctionary suspension Angelo Orlandi from the single financial advisors’ register (Consob resolution no. 19944 of April 12, 2017).

  • Two month’s sanctionary suspension, of Giovanni Locatelli from the single financial advisors’ register (CONSOB Resolution no. 19973 of April 12, 2017).


CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Laura Ferri, Alfredo Gloria - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.