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This document you are accessing is not for publication, distribution or release, directly or indirectly, in whole or in part, in the United States of America, Canada, Japan, Australia or any other jurisdiction where such publication, distribution or release would be unlawful (the “Other Countries”). This document does not constitute or form part of an offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States of America, Australia, Canada or Japan, nor in any other country where such offer or solicitation would be subject to authorization by local authorities or otherwise prohibited by law. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) nor under the applicable laws of the Other Countries and the Company does not intend to register any offering of securities in the United States of America. There will be no public offer of securities in the United States.
Any public offering will be conducted in Italy on the basis of a prospectus approved by CONSOB, in accordance with applicable laws and regulations. This document, in whole or in part, does not constitute and may not be used as the basis for, nor may it be relied upon in connection with, any contract or investment decision.
This document does not constitute a public offering of securities in the United Kingdom. No prospectus relating to such securities has been or will be approved in the United Kingdom. In the United Kingdom, this document is directed only at “qualified investors” (as defined under paragraph 15, Schedule 1 of the Public Offer and Admission to Trading Regulations 2024), including, among others, (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this document relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons who are not Relevant Persons must not act or rely on this document or any of its contents.
This document has been prepared on the assumption that any offer of securities referred to herein in any member state of the European Economic Area (“EEA”) in which the Prospectus Regulation applies (each, a “Relevant Member State”) will be made on the basis of a prospectus approved by the competent authorities and published in accordance with the Prospectus Regulation and/or pursuant to an exemption from the obligation to publish a prospectus for offers of securities under the Prospectus Regulation (a “Permitted Public Offering”). Accordingly, any person making or intending to make an offer of securities in a Relevant Member State other than a Permitted Public Offering may do so only in circumstances in which there is no obligation for the Company or any of its consolidated subsidiaries or any financial intermediary acting on behalf of the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or a supplement to a prospectus pursuant to Article 23 of the Prospectus Regulation in connection with such offer.
The Lead Global Coordinator and its directors, officers, employees, advisers and representatives assume no responsibility and make no representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information contained in this document regarding the Company, its subsidiaries or affiliates, nor for any loss arising from or in connection with the use of this document or its contents. Such parties will not regard any person as their client in relation to the Rights Issue referred to herein and will not be responsible to any person other than the Company for the protections normally afforded to their clients, nor for providing advice in relation to the Rights Issue, the contents of this document or any other matter or arrangement referred to herein.
The term “Prospectus Regulation” refers to Regulation (EU) 2017/1129, as subsequently amended, together with any delegated acts and implementing measures. This document is a document and does not constitute a prospectus within the meaning of the Prospectus Regulation.
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