In order to access the Admission Document (the Admission Document), you must read and accept the disclosure below, which the reader must consider carefully before reading, accessing, using, or otherwise dealing in any way with the information provided below. 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 amended or updated and, therefore, should 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 system, organized and managed by Borsa Italiana S.p.A., “Euronext Growth Milan” (the Euronext Growth Milan Issuers’ Regulations), for the purpose of the admission of the ordinary shares (the Shares) of REDFISH LONGTERM CAPITAL S.p.a. (the Company) to that multilateral trading system.
The Admission Document and the transaction described therein, as well as any other information contained therein, do not constitute an “offer to the public” of financial instruments – as defined in Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the TUF) -, so that it is not necessary to prepare a prospectus in accordance with the formats required by EU Regulation No. 1129/2017 and Delegated European Regulation No. 980/2019, except as required by the Euronext Growth Milan Issuers’ Regulations.
Therefore, the Admission Document does not constitute a prospectus within the meaning of the aforementioned regulations, and its publication does not need to be authorized by CONSOB pursuant to EU Regulation No. 1129/2017 or any other rules or regulations 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 the section of this website you are about to access is disseminated in accordance 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 of 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 the aforementioned information requires the approval of the competent local authorities or is in violation of local rules or regulations (the Other Countries), and (b) are not “U. S. Person” 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 of 1933, as amended, and applicable law. A “U.S. Person” in the above sense is precluded from accessing the aforesaid section of this website and from downloading, storing and/or temporarily or permanently saving the Admission Document and any other information contained in such section of this website.
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 do so may result in a violation of the United States Securities Act of 1933, as amended, or applicable law in other jurisdictions.
The information contained in this website (or any other site with which this website has hyperlinks) does not constitute an offer, invitation to offer, or promotional activity in connection with the actions with respect to any citizen or person residing in Canada, Australia, Japan, or the United States of America or any of the Other Countries.
The Shares 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 where the offering of shares is restricted under applicable law.
Regulation S of the United States Securities Act of 1933, as 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 (i) formed and organized under the laws of any foreign jurisdiction; and (ii)formed by a “U.S. Person” for the principal purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless formed or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933, as amended) who are not individuals, estates or trusts.
In order to access the Admission Document and the relevant 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 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 amended.
