ATTENTION
TERMS AND CONDITIONS
In order to gain access to this Admission Document and other information contained in the following pages, you must accept and understand the following terms and conditions, including the terms written in Italian. You must read them carefully and specifically agree to all terms, conditions and obligations before accepting them to be able to read make use of the information contained herein. These terms and conditions may be modified in the future, therefore you must read and accept them each time that you request access to these pages.
The admission document reported in this section of the website (the “Admission Document“) has been prepared in accordance with the issuers’ regulations of the multilateral trading facility called “Euronext Growth Milan” organized and managed by Italian Stock Exchange (Borsa Italiana S.p.A), for the purpose of admission of the ordinary shares (the “Shares“) and warrants (the “Warrants“) of Simone S.p.A. (the “Company” or “Simone“) to that multilateral trading facility. The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages do not constitute a “public offering,” as defined by Legislative Decree No. 58 of February 24, 1998, as amended and supplemented (the “TUF“), and therefore it is not necessary to prepare a prospectus in accordance with the formats provided for in EU Delegated Regulation No. 2019/980.
Therefore, the Admission Document does not constitute a prospectus and its publication does not have to be authorized by CONSOB pursuant to EU Regulation No. 2017/1129 or any other rule or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the Issuers’ Regulations adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented. The information contained in this section of the website is disseminated in accordance with Articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulations.
The Admission Document and any other information contained in this section of the website is accessible only by persons who: (a) 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 in which the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or is in violation of local rules or regulations (“Other Countries”); and (b) are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as amended, nor are they persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption to registration provided under the United States Securities Act and applicable law. “U.S. Persons” in the above sense are precluded from accessing this website, downloading, temporarily or permanently storing and/or saving the Admission Document and any other information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. For no reason and under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, either directly or through third parties, to persons in the conditions set forth in (a) and (b) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada, or the Other Countries.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines as a “U.S. Person”: (1) any natural person resident in the United States; (2) “partnerships” and “corporations” incorporated and organized under the laws in force in the United States; (3) any property whose directors or managers are a “U. S. Person”; (4) trusts whose trustee is a “U. S. Person”; (5) any agency, branch, or subsidiary of a person located in the United States; (6) accounts of a non-discretionary nature (“non-discretionary accounts”); (7) other similar accounts (other than property or trusts), managed or administered on a fiduciary basis for the account or benefit of a “U. S. Person”; (8) “partnerships” and “corporations” if (A) incorporated and organized under the laws of any foreign jurisdiction; and (B) formed by a “U.S. Person” for the principal purpose of investing in securities not registered under the United States Securities Act of 1933, unless incorporated or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not individuals, estates or trusts.
Non-compliance with this provision may result in a violation of the United States Securities Act or applicable law in other jurisdictions.
The information contained in this website (or in which other website by which this website by hypertext links) does not constitute an offer or invitation to offer promotional activities in relation to Shares and/or Warrant against any citizen or person resident in Canada, Australia, Japan or the United States of America or in another Country which such acts not permitted in unlawful absent exemption or authorization specifications by the competent authority.
Shares and Warrant are not, neither will be subject of registration in accordance with United States Securities Act of 1933, as amended or pressure some regulatory authorities of any State or other jurisdiction of the United States of America and may not be offered or sold in the in the United States of America, or on behalf or benefit of, a “U.S. Person”, as defined above indicated, in absence of that registration or expressed exemption from this requirement or in other countries where the offer of Shares and/or Warrant is subject to limits in the basis of existing legislation. The Shares and Warrants are not and will not be the subject of registration under 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 to, or for the account or benefit of, a “U.S. Person,” within the meaning stated above, absent such registration or express exemption from such compliance or in Other Countries.
In order to access this website, to the Admission Document and to any other information contained in the following pages, I declare under my own responsibility to be resident in Italy and not to be domiciliated neither to be now in the United States of America, Australia, Japan, Canada or in other Countries end not to be a “U.S. Person” like defined in regulation S of the United States Securities Act of 1993, as amended.
