Admission documents
In order to be able to access the admission document (the “Admission Document”), the privacy statement below must be read and accepted, which the reader must consider carefully before reading, accessing, using or otherwise processing the information provided below in any other way. By accessing this website you agree to be subject to the terms and conditions below and any subsequent update thereto.
The Admission Document has been drawn up pursuant the AIM Italia /Alternative Market Capital Issuers’ Regulation (“AIM Issuers’ Regulation”) for the purposes of the admission of the ordinary shares (the “Shares’”) of Fope S.p.A. (the “Company”) on this multilateral trading facility organised and managed by Borsa Italiana S.p.A.
The Admission Document and the operation described therein does not constitute an offer of financial instruments to the public, nor an admission of financial instruments on a regulated market as defined by Legislative Decree No. 58 of 24 February 1998 (“TUF”), by CONSOB Regulation No. 11971 of 14 May 1999 (“Consob Issuers’ Regulation”), as subsequently amended and supplemented, and by the equivalent applicable foreign legal and regulatory provisions. It follows that the drafting of a prospectus according to the schemes provided for in Community Regulation 809/2004/EC is not necessary, except as required by the AIM Issuers’ Regulation.
The Admission Document does not therefore constitute a prospectus, for this reason its publication shall not be authorised by CONSOB pursuant to Community Directive No. 2003/71/EC or any other rule or regulation governing the drafting and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the Consob Issuers’ Regulation, as subsequently amended and supplemented.
The following information and the Admission Document can only be accessed by persons who: (a) are resident in Italy and who are not domiciled or are currently in the United States of America, Australia, Japan, Canada as well as in any other Country in which the dissemination of the Admission Document and/or of such information requires the approval of the competent local authorities or is otherwise in violation of local rules and regulations (“Other Countries’) and (b) are not a “U.S. Person” according to the definition contained in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they acting on their behalf or for their benefit without the existence of a special registration or a specific exemption from the registration required pursuant to the United States Securities Act and the legislation in force.
A “U.S. Person”, in the sense indicated above, is precluded from being able to access and download the Admission Document.
For no reason and under no circumstance may the Admission Document be circulated directly or via a third party, and any other information contained in this section of the website outside of Italy, in particular in the United States, Australia, Japan, Canada, or Other Countries, nor may the Admission Document be distributed to a “U.S. Person” in the sense indicated above. Failure to comply with this provision may involve a violation of the United States Securities Act or the applicable legislation in other jurisdictions.
The information contained in this website (or any other website to which this website has hypertext links) does not constitute offers, invitation to offer or promotional activities in relation to the shares in respect of any citizen or entity resident in Canada, Australia, Japan or the United States of America or in any other country in which these acts are not allowed in the absence of specific exemptions or authorisations by the competent authorities.
The actions are not and will not be subject to registration pursuant to the United States Securities Act of 1933, as amended or with any regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America or on the behalf or for the benefit of a U.S. person in the sense indicated above, in the absence of this registration or of an express exemption from this obligation or in other countries where the offer of shares is subject to limitations in accordance with the applicable regulations.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a “U.S. Person” as: (1) any natural person resident in the United States; (2) “partnerships” and “corporations” constituted and organised according to the legislation in force in the United States; (3) any properties whose directors or managers are a “U.S. Person”; (4) trusts for which the trustee is a “U.S. Person”; (5) any agency, subsidiary or branch of a subject that has its head office in the United States; (6) non-discretionary accounts; (7) other similar accounts (except properties or trusts), managed or administered in trust on behalf of or for the benefit of a “U.S. Person”; (8) “partnerships” and “corporations” if (i) constituted and organised according to the laws of any foreign jurisdiction; and (ii) constituted by a “U.S. Person” with the main objective of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless they are constituted or organised and owned by accredited investors (according to the definition contained in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, properties or trusts.
To access this website, the Admission Document and any other information contained in the following pages, I declare under my responsibility being resident in Italy and not currently being domiciled or located in the United States of America, Australia, Japan, Canada, or Other Countries and not being a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.