IPO


IPO TEAM

Nominated Adviser & Global Coordinator: Advance SIM S.p.A.www.advancesim.it
Auditing Company: BDO Italia S.p.A.www.bdo.it
Legal Advisor: Grimaldi Studio Legalewww.grimaldilex.com

 

To access this section of the website you must read and agree to the following information which you should consider carefully before reading, accessing, or otherwise using the information provided below. By accessing this section of the website, you agree to be subject to the terms and conditions set out below, which may be amended or updated (and, for that reason, should be read in full each time you access it).

The Admission Document published in this section of the website has been prepared following the AIM Italia / Mercato Alternativo del Capitale (“AIM Regulation on Issuers”) for admission to trading of the ordinary shares of SG Company Società Benefit S.p.A. on that multilateral trading system, organized and managed by Borsa Italiana S.p.A.

The Admission Document and the transaction described therein do not constitute an offer of financial instruments to the public or an admission of financial instruments to a regulated market, as defined by Legislative Decree No. 58 of 24 February 1998 (“TUF”), by Consob Regulation No. 11971 of 14 May 1999 (“Issuers’ Regulation”), as subsequently amended and supplemented, and by the equivalent legal and regulatory provisions applicable abroad. It follows that it is not necessary to prepare a prospectus following the layouts provided for in Regulation 809/2004/EC, except as required by the AIM Issuers’ Regulations. The Admission Document is not, therefore, a prospectus, and its publication does not need to be authorized by Consob according to Directive 2003/71/EC or any other rule or regulation governing the preparation and publication of prospectuses according to Articles 94 and 113 of the TUF, including the Regulation on Issuers, as amended.

This section of the website, the Admission Document, and any other information contained in the following pages are accessible only to persons who (i) are resident in Italy and are not currently domiciled or located in the United States of America, Australia, Japan, Canada or any other country in which the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or violates local rules or regulations (“Other Countries”) and (ii) are not “U. S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as amended. S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended and supplemented, nor are they persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption from registration provided for under the United States Securities Act and applicable law.

“U.S. Persons” as defined above is precluded from accessing this section of the website, from downloading, storing, and/or temporarily or permanently 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 out in (i) and (ii) above and, in particular, to the United States, Australia, Japan, Canada or Other Countries.

The information contained in this website (or any other website with which this website may have hypertext links) does not constitute an offer, invitation to offer, or promotional activity concerning the shares to any person or entity resident in Canada, Australia, Japan or the United States of America or any other country in which such acts are not permitted in the absence of specific exemptions or authorizations from the competent authorities. The shares are not and will not be registered 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, as defined above, absent such registration or express exemption from such requirement or in Other Countries where the offer of shares is restricted under applicable law.

Regulation S of the United States Securities Act of 1933, as amended and supplemented, defines a “U.S. Person” as (a) any natural person resident in the United States; (b) partnerships and corporations formed and organized under the laws of the United States; (c) any estate the trustees or managers of which are a U.S. Person; (d) trusts the trustee of which is a U.S. Person; (e) any agency, branch or subsidiary of a person resident in the United States; (f) non-discretionary accounts; (g) other non-discretionary accounts; (h) any account held by a U.S. Person; (i) any account held by a U.S. Person; (j) any account held by a U.S. Person. (c) any property whose trustees or managers are a U.S. Person; (d) trusts whose trustee is a U.S. Person; (e) any agency, branch, or subsidiary of a U.S. Person; (f) non-discretionary accounts; (g) other similar accounts (other than property or trusts) held or administered on a fiduciary basis for the account or benefit of a U.S. Person; (h) “partnerships” and “corporations” if (i) formed and organized under the laws of any foreign jurisdiction and (ii) incorporated by a U.S. Person for the primary purpose of providing the services of a U.S. Person; (i) a U.S. Person; (ii) a U.S. Person. S. Person” for the primary purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless they are 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. To access this section of the 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 currently domiciled or 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.