To access the admission document (the “Admission Document”), it is necessary to read and accept the information provided below, which the reader must carefully evaluate before reading, accessing, using, or otherwise handling the information provided herein in any manner. By accessing the section containing the Admission Document of this website, you agree to be subject to the terms and conditions set forth below, which may be subsequently modified or updated and, therefore, must be read in full each time you access the aforementioned section of this website.
The Admission Document has been prepared, pursuant to the regulations applicable to issuers of the multilateral trading facility, organized and managed by Borsa Italiana S.p.A., “Euronext Growth Milan” (the “Euronext Growth Milan Issuers’ Regulation“), for the purpose of admitting the ordinary shares and other financial instruments (the “Financial Instruments“) of Markbass S.p.A. (the “Company”) to trading on such multilateral trading facility.
The Admission Document and the transaction described therein, as well as any other information contained therein, do not constitute a “public offering” of financial instruments – as defined in Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the TUF) – such that the preparation of a prospectus according to the schemes provided for by European Regulation No. 1129/2017 and European Delegated Regulation No. 980/2019 is not required, except as required by the Euronext Growth Milan Issuers’ Regulation.
The Admission Document therefore does not constitute a prospectus pursuant to the aforementioned regulations, and its publication does not need to be authorized by CONSOB pursuant to European Regulation No. 1129/2017 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’ regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.
The information contained in the section of this website you are about to access is disseminated in compliance with the provisions of Articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulations.
The information contained in the aforementioned section of this website and in the Admission Document may not be copied or forwarded and is accessible only to persons who: (a) are residents in Italy and are not domiciled or currently located in the United States of America, Australia, Japan, Canada or any other country in which the dissemination of the Admission Document and/or the aforementioned information requires the approval of the competent local authorities or is in violation of local laws or regulations (the Other Countries), and (b) are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they individuals acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration provided for under the United States Securities Act of 1933, as subsequently amended, and the applicable regulations.
“U.S. Persons” as defined above are precluded from accessing the aforementioned section of this website and from downloading, storing, and/or saving temporarily or permanently the Admission Document and any other information contained in that section of this website.
Under no circumstances and for no reason 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 of Italy, particularly 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” as defined above. Failure to comply with this provision may result in a violation of the United States Securities Act of 1933, as subsequently amended, or applicable regulations in other jurisdictions.
The information contained in this website (or in any other website with which this website has hypertext links) does not constitute an offer, invitation to offer, or promotional activity in relation to the Financial Instruments to any citizen or resident of Canada, Australia, Japan, or the United States of America or any of the Other Countries.
The Financial Instruments are not and will not be registered under the United States Securities Act of 1933, as subsequently 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 on behalf of or for the benefit of, a “U.S. Person”, as defined above, in the absence of such registration or express exemption from such requirement or in other countries where the offer of shares is subject to limitations under applicable regulations.
Regulation S of the United States Securities Act of 1933, as amended, defines a “U.S. Person” as: (1) any natural person resident in the United States; (2) partnerships and corporations organized and organised under the laws of the United States; (3) any estate of which any director or manager is a U.S. Person; (4) any trust of which any trustee is a U.S. Person; (5) any agency, branch or subsidiary of a person resident in the United States; (6) non-discretionary accounts; (7) other similar accounts (other than estates or trusts) operated or administered in trust for the account or benefit of a U.S. Person; (8) partnerships and corporations, if any (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii)costituite da una “U.S. Person” con il principale obiettivo di investire in titoli non registrati ai sensi dello United States Securities Act del 1933, come successivamente modificato, salvo che siano costituite o organizzate e possedute da investitori accreditati (secondo la definizione contenuta nel Rule 501(a) dello United States Securities Act del 1933, come successivamente modificato) che non siano persone fisiche, proprietà o trust.
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 a resident of Italy and that I am not domiciled or currently located in the United States of America, Australia, Japan, Canada, or the Other Countries, and that I am not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.
To access this website, the Admission Document, and any other information contained in the following pages,
