The admission document published in this section of the website (the “Admission Document“) was prepared by Spindox S.p.A. (the “Company“) for the purposes of admission to trading of the financial instruments called “SPINDOX S.p.A. 4.50% 2019 – 2025” (ISIN IT0005366932) and “SPINDOX S.p.A. 5.20% 2019 – 2024” (ISIN IT0005367997) (the “Bonds“) on the Professional Segment (ExtraMOT PRO) of the ExtraMOT Market operated by Borsa Italiana S.p.A.
Consob and Borsa Italiana have not examined or approved the content of this Admission Document. There will be no public offer of the Bonds or of any other financial instrument of the Company neither in Italy nor in any foreign country. The Admission Document therefore does not constitute an offer prospectus, investment proposal or invitation to subscribe or purchase financial instruments either in Italy or in any other country in which such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. The offer of the Bonds was reserved exclusively for the subjects who fall into the category of professional clients (by right or upon request) pursuant to the Intermediaries Regulation adopted with Consob resolution n. 20307 of 15 February 2018, as subsequently amended and supplemented. The offer of the Bonds has not been subject to the approval of CONSOB or any other competent authority in Italy or abroad pursuant to the applicable legislation and, therefore, the Bonds may be offered, sold or distributed in Italy and in the other States members of the European Economic Area who have implemented Directive 2003/71 / EC (“Prospectus Directive”), exclusively under the regime of exemption from the application of legal and regulatory provisions concerning the offer to the public. The Bonds cannot be offered or sold either in Italy, or in the United States or in any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register pursuant to the applicable provisions.
This section of the website, the Admission Document and any other information contained in the following pages are accessible only by persons who: (I) are resident in Italy and who are not domiciled or otherwise currently located in the United States of America, Australia, Japan, Canada as well as in any other country where the dissemination of the Admission Document and/or such information requires the approval of the competent local Authorities or is in violation of local laws or regulations (“Other Countries”); and (II) are not “U.S. Person”, as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they persons acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption to registration provided under the United States Securities Act and current legislation.
At “U.S. Person” in the sense indicated above is precluded from any possibility of accessing this section of the website, temporary or permanent download, storage and/or saving of the Admission Document and any other information contained in this section of the website. The information contained in this section of the website cannot be copied or forwarded. For no reason and under no circumstances is it allowed to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website to subjects who are in the conditions referred to in points (I) and (II) of the preceding paragraph and, in particular, in the United States, in Australia, in Japan, in Canada or in the Other Countries.
The information contained in this website (or in any other site with which this website has hyperlinks) does not constitute an offer, invitation to offer or promotional activity in relation to the Bonds against any citizen or person resident in the United States, in Australia, Japan, Canada or in Other Countries. Furthermore, the Company’s Notes are not, and will not be, registered pursuant to the United States Securities Act of 1993, as amended, or by any regulatory authority in any state or other United States jurisdiction and may not be offered or sold in the United States or to, or on behalf and benefit of, a “US Person”, as defined below, in the absence of the aforementioned registration or express exemption from such performance, or in Australia, Japan, Canada or in Other Countries.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines “U.S. Person”: (a) any natural person resident in the United States; (b) “partnerships” and “corporations” established and organized according to the legislation in force in the United States; (c) any property whose directors or managers are a “U.S. Person”; (d) trusts whose trustee is a “U.S. Person”; (e) any agency, branch or branch of a person based in the United States; (f) non-discretionary accounts (“non-discretionary accounts”); (g) other similar accounts (except property or trust), managed or administered by trust for the account or benefit of a “U.S. Person”; (h) “partnerships” and “corporations” if (i) incorporated and organized under the laws of any foreign jurisdiction; and (ii) consisting of 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 established or organized and owned by accredited investors (as defined in United Rule 501 (a) States Securities Act of 1933) which are not natural persons, properties or trusts.
To access this section of the website, the Admission Document and any other information contained on the following pages, I declare under my full responsibility to be resident in Italy and not to be domiciled or to be currently in the United States of America, in Australia, Japan, Canada or the Other Countries and not being a “US Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.