In order to access the admission document (the Admission Document), it is necessary to read and accept the information below, which the reader must carefully evaluate before reading, accessing, using or otherwise processing the information below in any other way provided. By accessing the section containing the Admission Document of this website, you agree to be subject to the terms and conditions set out below, which could subsequently be modified or updated and, therefore, must be read in their entirety each time you access the aforementioned section of this website.
The Admission Document has been drawn up, pursuant to the regulation applicable to the issuers of the multilateral trading facility, organized and managed by Borsa Italiana S.p.A., "Euronext Growth Milan", for the purpose of admission of the ordinary shares (the Shares) of Imprendiroma S.p.A. (the Company) on this MTF.
The Admission Document and the transaction described therein, as well as any other information contained therein, do not constitute a "public offer" of financial instruments - as defined by Legislative Decree no. 58, as subsequently amended and supplemented (the TUF) -, so that it is not necessary to draw up a prospectus according to the layouts provided for by European Regulation no. 1129/2017 and by the European Delegated Regulation n. 980/2019, except as required by the AIM Issuers Regulation.
The Admission Document therefore does not constitute a prospectus pursuant to the aforementioned legislation and its publication must not be authorized by CONSOB pursuant to European Regulation no. 1129/2017 or any other rule or regulation governing the drafting and publication of prospectuses pursuant to articles 94 and 113 of the TUF, including the issuers' regulation adopted by CONSOB with resolution no. 11971, as subsequently amended and supplemented. The information contained in the section of this website which you are about to access is disseminated in compliance with the provisions of articles 17 and 26 of the AIM Issuers' Regulation.
The information contained in the aforementioned section of this website and in the Admission Document may not be copied or forwarded and are accessible only to persons who: (a) are resident in Italy and who are neither domiciled nor in any case currently located in the United States d America, Australia, Japan, Canada as well as in any other country where the dissemination of the Admission Document and/or of the aforementioned information requires the approval of the competent local authorities or is in violation of local rules or regulations (the Others countries), and (b) are not “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 subjects who act on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration provided for in pursuant to the United States Securities Act of 1933, as subsequently amended, and applicable law.
At the “U.S. Person” in the sense indicated above, the possibility of accessing the aforementioned section of this website and downloading, storing and/or saving temporarily or permanently the Admission Document and any other information contained in this section of this website is precluded.
For no reason and under no circumstances is it permitted to circulate, directly or through third parties, the Admission Document and any other information contained in the relevant section of this website outside Italy, in particular in the United States, Australia, Japan, Canada or the Other Countries, nor is it permitted to distribute the Admission Document to a “U.S. Person" in the sense indicated above. Failure to comply with this provision may result in a violation of the United States Securities Act of 1933, as subsequently amended, or the law applicable in other jurisdictions. The information contained on this website (or any other site with which this website has hypertext links) do not constitute an offer, invitation to offer or promotional activity in relation to the actions towards any citizen or person residing in Canada, Australia, Japan or in the United States of America or in one of the Other Countries.
The Shares are not and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority in 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”, in the sense indicated above, in the absence of such registration or of express exemption from this requirement or in other countries where the offer of shares is subject to limitations based on current legislation.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines what “U.S. Person”: (1) any natural person resident in the United States; (2) "partnerships" and "corporations" established and organized according to 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 branch of any person located in the United States; (6) non-discretionary accounts; (7) other similar accounts (other than estates or trusts), managed or held in trust for the account or benefit of a “U.S. person”; (8) "partnerships" and "corporations" if (i) established and organized under the laws of any foreign jurisdiction; and (ii) formed by a “U.S. Person" with the principal objective of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless organized or organized and owned by accredited investors (as defined in Rule 501(a) of the United States States Securities Act of 1933, as subsequently amended) that are not individuals, estates or trusts.
To access the Admission Document and the related section of this website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am not domiciled nor am I currently in the United States of America, Australia, Japan, Canada or Other Countries and that you are not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.
