Please find below important information in relation to the mandatory tender offer (the "Offer") for all the ordinary shares (the "Shares") of Banca Finnat Euramerica S.p.A. (the "Issuer") launched by P.N. 1898 S.r.l. (the "Offeror"), pursuant to Articles 102 and 106, paragraph 1 and 109 of Legislative Decree 58/1998 ("TUF") and announced on September 12, 2022.
The Offer shall be promoted exclusively in Italy and shall be addressed, on equal terms, to all Banca Finnat Euramerica S.p.A. shareholders. The Offer shall be promoted in Italy as Banca Finnat Euramerica S.p.A. shares are listed on the Euronext Milan organised and managed by Borsa Italiana and the same is subject to the procedural obligations and requirements envisaged under Italian law.
The Offer has not been and will not be made in the United States, Canada, Japan, Australia or any other country in which the promotion of the Offer and the acceptance thereof would not be in compliance with financial market or other local laws and regulations or would otherwise not be permitted in the absence of prior registration, approval or filing with the respective supervisory authorities (such countries including the United States, Canada, Japan, and Australia, are referred to herein as the "Excluded Countries"), nor by using domestic or international means of communication or commerce of the Excluded Countries (including, without limitation, the postal network, facsimile, telex, electronic mail, telephone, and the internet), nor through any facility of any financial intermediary of the Excluded Countries, nor in any other manner.
Any partial or full copy of any document that the Offeror shall issue in relation to the Offer is not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving the above documents shall not distribute, send or ship them (by post or through any other communication or trading means or tool in the Excluded Countries).
Any acceptance of the Offer resulting from solicitation carried out in breach of the above limitations shall not be accepted.
Adherence to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions under applicable legal or regulatory provisions of such countries. It is the sole responsibility of the recipients of the Offer to comply with such regulations and, therefore, to verify their existence and applicability before joining the Offer by contacting their legal and other advisors. The Offeror does not accept any liability arising from violation by any person of the above limitations.
Information included in this section of the website does not represent nor does it intend to represent an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of the Issuer will be made in any country in breach of the regulations applicable therein. Prior to the commencement of the Offer Period, in accordance with applicable law, the Offeror will publish the offer document, which shareholders of the Issuer should carefully review. The offer document, the documents and the information contained in this section of the website, do not constitute and shall not be construed as an offer of financial instruments addressed to residents in the Excluded Countries.
By selecting the “ACCEPT” button you represent and warrant that you are not physically located in and do not reside in the Excluded Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.
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