Terms and conditions

THE DOCUMENTS IN THIS SECTION DO NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER, INVITATION OR INDUCEMENT TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES AND/OR FINANCIAL INSTRUMENTS OF ANY KIND, NEITHER THESE DOCUMENTS NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INVITATION OR INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.

THE DOCUMENTS IN THIS SECTION HAVE NOT BEEN PUBLISHED GENERALLY AND HAVE ONLY BEEN MADE AVAILABLE TO QUALIFIED INVESTORS. IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANIES (AS DEFINED BELOW) AND OF THE BUSINESS COMBINATION TO BE CARRIED OUT BETWEEN SUCH COMPANIES AS DESCRIBED IN THE INFORMATION DOCUMENT (DOCUMENTO INFORMATIVO) IN ITALIAN LANGUAGE AS PREPARED ACCORDING TO THE “REGOLAMENTO EMITTENTI AIM” (“BUSINESS COMBINATION”), INCLUDING THE MERITS AND RISKS INVOLVED. ANY DECISION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN ANY OFFERING MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE INFORMATION DOCUMENT (DOCUMENTO INFORMATIVO) REFERRED TO ABOVE.

THE DOCUMENTS IN THIS SECTION ARE PREPARED BY EQUITA SIM S.P.A. AND BANCA IMI S.P.A. THESE DOCUMENTS ARE BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED AND/PASSED ON TO, OR SHARED WITH, IN WHOLE OR IN PART, TO ANY OTHER PERSON, DIRECTLY OR INDIRECTLY. IN PARTICULAR, NEITHER THE DOCUMENTS IN THIS SECTION NOR ANY COPY THEREOF MAY BE TAKEN OR TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO UNITED STATES, CANADA, JAPAN OR AUSTRALIA TO ANY RESIDENT THEREOF OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS.

THE DISTRIBUTION OF THE DOCUMENTS IN THIS SECTION IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THE DOCUMENTS IN THIS SECTION COME SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PERSON AND/OR ENTITY INVOLVED IN THE BUSINESS COMBINATION WILL BE LIABLE OR ACCEPT RESPONSIBILITY OR ANY DETRIMENTAL CONSEQUENCE POSSIBLY STEMMING FROM THE VIOLATION OF SUCH RESTRICTIONS BY THE AFOREMENTIONED PERSONS.

IN ITALY THE DOCUMENTS IN THIS SECTION ARE BEING DISTRIBUTED ONLY TO, AND ARE DIRECTED EXCLUSIVELY AT, SELECRED QUALIFIED INVESTORS AS DEFINED IN ARTICLE 34-TER, PARAGRAPH 1, LETTER B), OF CONSOB REGULATION ON ISSUERS NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED (THE “ISSUERS’ REGULATION”), PROVIDED THAT SUCH QUALIFIED INVESTORS WILL ACT IN THEIR CAPACITY AND NOT AS DEPOSITARIES OR NOMINEES FOR OTHER PERSONS, SUCH AS (I) LEGAL ENTITIES AUTHORISED OR PERMITTED TO OPERATE BY THE SECTOR REGULATIONS ON FINANCIAL MARKETS IN ITALY OR ABROAD, INCLUDING BANKS, INVESTMENT COMPANIES, INSURANCE COMPANIES, COLLECTIVE ASSET INVESTMENT BODIES, ASSET MANAGEMENT COMPANIES, HARMONISED MANAGEMENT COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS, EXCHANGE AGENTS, OTHER ENTITIES WHOSE EXCLUSIVE ACTIVITY IS THE INVESTMENT, ON THEIR OWN ACCOUNT, ON THE FINANCIAL MARKETS AND THAT ARE INDIRECT MEMBERS OF A CLEARING HOUSE OR A CENTRAL COUNTERPARTY (LOCALS), AS WELL AS INSTITUTIONAL INVESTORS WHOSE PRINCIPAL BUSINESS IS THE INVESTMENT IN FINANCIAL INSTRUMENTS, INCLUDING ENTITIES ENGAGED IN SECURITIZATIONS OR OTHER FINANCIAL TRANSACTIONS; (II) ENTERPRISES OF SIGNIFICANT SIZE WHICH, AT THE LEVEL OF EACH LEGAL ENTITY, SATISFY THE CRITERIA ENVISAGED BY CONSOB REGULATION NO. 20307 OF FEBRUARY 15, 2018; AND (III) “PUBLIC PROFESSIONAL CLIENTS”, AS DEFINED BY DECREE NO. 236 OF NOVEMBER 11, 2011 OF THE MINISTRY OF ECONOMY, IN ACCORDANCE WITH ARTICLE 35 OF CONSOB REGULATION NO. 20307 OF FEBRUARY 15, 2018, (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THE DOCUMENTS IN THIS SECTION OR ANY OF THEIR CONTENTS. THE DOCUMENTS IN THIS SECTION ARE NOT ADDRESSED TO ANY MEMBER OF THE GENERAL PUBLIC. UNDER NO CIRCUMSTANCES SHOULD THE DOCUMENTS IN THIS SECTION CIRCULATE AMONG, OR BE DISTRIBUTED IN ITALY (OR IN ANY OTHER COUNTRY WHERE THE APPLICABLE LAWS AND REGULATIONS PROVIDE FOR RESTRICTIONS TO THE DISTRIBUTION AND PASSING ON OF SUCH INFORMATION) TO, ANY DISTRIBUTION CHANNEL THROUGH WHICH INFORMATION IS, OR IS LIKELY TO BECOME, AVAILABLE WITH UNRESTRICTED ACCESS TO A LARGE NUMBER OF PERSONS, OR INDIVIDUALS OR ENTITIES WHO DO NOT FALL WITHIN THE DEFINITION OF QUALIFIED INVESTORS AS PREVIOUSLY SPECIFIED AND ARE NOT THEREFORE A RELEVANT PERSON. WHOEVER RECEIVES THE DOCUMENTS SHALL NOT DISTRIBUTE THEM, SEND AND/OR PASS ON THEM OR SHARE THEM WITH ANY OTHER PERSON.

IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT PERSONS WHO (A) ARE (I) PERSONS FALLING WITHIN ARTICLE 19 OR ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) OR (II) ANY OTHER PERSONS TO WHOM IT MAY BE LAWFULLY COMMUNICATED; AND (B) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) AS AMENDED, (ALL SUCH PERSONS BEING REFERRED TO AS “UK RELEVANT PERSONS”). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT UK RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO UK RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH UK RELEVANT PERSONS.

THE DOCUMENTS IN THIS SECTION HAVE BEEN PRODUCED INDEPENDENTLY OF SPRINTITALY S.P.A. AND SICIT 2000 S.P.A. (THE “COMPANIES”). THE DOCUMENTS IN THIS SECTION HAVE BEEN PRODUCED FROM PUBLICLY AVAILABLE SOURCES. ANY PROJECTIONS, FORECASTS, FORWARD-LOOKING STATEMENTS, OPINIONS AND EXPECTATIONS CONTAINED HEREIN ARE ENTIRELY THOSE OF EQUITA SIM S.P.A. AND BANCA IMI S.P.A. AND ARE GIVEN AS PART OF THEIR NORMAL RESEARCH ACTIVITY. THE READER IS CAUTIONED THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE SET FORTH IN ANY PROJECTIONS, FORECASTS AND OTHER FORWARD-LOOKING STATEMENTS SET FORTH HEREIN. EQUITA SIM S.P.A. AND BANCA IMI S.P.A. HAVE NO AUTHORITY WHATSOEVER TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANIES, THEIR SHAREHOLDERS, ANY OF THEIR ADVISORS OR ANY OTHER PERSON IN CONNECTION THEREWITH AND NO INFORMATION CONTAINED HEREIN SHOULD BE RELIED UPON AS HAVING BEEN AUTHORIZED OR APPROVED BY THE COMPANIES OR ANY OTHER PERSON. WHILE ALL REASONABLE CARE HAS BEEN TAKEN TO ENSURE THAT THE FACTS STATED HEREIN ARE ACCURATE AND THAT THE PROJECTIONS, FORECASTS, FORWARD-LOOKING STATEMENTS, OPINIONS AND EXPECTATIONS CONTAINED HEREIN ARE FAIR AND REASONABLE, EQUITA SIM S.P.A. AND BANCA IMI S.P.A. HAVE NOT VERIFIED THE CONTENTS HEREOF, AND, ACCORDINGLY, NONE OF EQUITA SIM S.P.A. AND BANCA IMI S.P.A., THE COMPANIES OR ANY ADVISORS TO THE COMPANIES NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, SHALL BE IN ANY WAY RESPONSIBLE FOR THE CONTENTS HEREOF, AND NO RELIANCE SHOULD BE PLACED ON THE ACCURACY, FAIRNESS, OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE DOCUMENTS IN THIS SECTION. NO PERSON ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM THE USE OF THE DOCUMENTS IN THIS SECTION OR OF THEIR CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

INDUCEMENTS REGIME: FOR THOSE THAT ARE SUBJECT TO MIFID II, PLEASE NOTE THAT MIFID II IMPOSES RULES ON FIRMS IN RELATION TO THEIR ABILITY TO ACCEPT INDUCEMENTS, INCLUDING RULES REGARDING RECEIPT OF MINOR NON-MONETARY BENEFITS. YOUR FIRM NEEDS TO CONSIDER ITS OBLIGATIONS UNDER THE INDUCEMENTS REGIME. BY ACCESSING THESE DOCUMENTS, YOU ARE ACKNOWLEDGING THAT YOUR FIRM HAS CONSIDERED ITS OWN REGULATORY OBLIGATIONS IN RELATION TO INDUCEMENTS (OUTSIDE OF RESEARCH UNBUNDLING RULES) AND YOUR ACCESS TO THE DOCUMENTS IN THIS SECTION CONFIRMS THAT YOUR FIRM DEEMS THE DOCUMENTS IN THIS SECTION TO BE A MINOR NON-MONETARY BENEFIT FOR THE PURPOSES OF MIFID II.

THE DOCUMENTS IN THIS SECTION HAVE NOT BEEN PUBLISHED GENERALLY AND HAVE BEEN FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED AND/PASSED ON TO, OR SHARED WITH, IN WHOLE OR IN PART, ANY OTHER PERSON, DIRECTLY OR INDIRECTLY. BY ACCEPTING THIS DISCLAIMER, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS.

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BY CLICKING THE BUTTON “ACCETTO” (“ACCEPT”), AND/OR BY OPENING AND DOWNLOADING THE DOCUMENTS IN THIS SECTION, YOU DECLARE YOU ARE NOT A RESIDENT OF ANY COUNTRY OTHER THAN ITALY AND YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOREGOING TERMS, CONDITIONS, LIMITATIONS AND RESTRICTIONS AND REPRESENT AND WARRANT TO FALL WITHIN THE DEFINITION OF QUALIFIED INVESTOR AND THEREFORE TO BE QUALIFYING AS A RELEVANT PERSON.