Reference is made to the voluntary totalitarian tender and exchange offer (offerta pubblica di acquisto e scambio volontaria totalitaria) (the “Offer”) over all the shares of illimity Bank S.p.A. (the “Issuer”), launched by Banca Ifis S.p.A. (the “Offeror”) and announced on 8 January 2025 by means of a communication published pursuant to Article 102, paragraph 1, of Legislative Decree 24 February 1998, no. 58, please note the following.
The Offer is being launched exclusively in Italy, as the shares of the Issuer are listed exclusively on Euronext Milan, Euronext STAR Milan segment, an Italian regulated market organized and managed by Borsa Italiana S.p.A., and it is subject to the disclosure obligations and procedural requirements provided for under Italian law. In particular, the Offer will be launched by means of the publication of an offer document subject to the approval of the Italian supervisory financial authority (Commissione Nazionale per le Società e la Borsa – CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance. Before accepting the Offer, the shareholders of the Issuer should read the documents concerning the Offer pursuant to the applicable law.
The Offer has not been, and will not be, launched nor disseminated in United States of America (or to “U.S. Persons” as defined under the U.S. Securities Act of 1933), Canada, Japan and/or Australia, nor in any country other than Italy where such an Offer is forbidden without authorization from competent authorities or other fulfilments are required by the Offeror (such countries, including United States of America, Canada, Japan and Australia, are jointly referred to as the “Excluded Countries”), nor using national or international communication or trade tools of the Excluded Countries (including, by way of example, the postal system, telefax, e-mail, telephone and Internet), nor by way of any office of any of the financial intermediaries of such Excluded Countries, nor in any other manner.
The acceptance of the Offer by parties which are resident in countries other than Italy may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who intend to accept the Offer bear the exclusive responsibility to comply with those laws and therefore, prior to accepting the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors and shall comply with the abovementioned provisions before accepting the Offer.
No copy of the Offer Document, nor any sections of the latter, as well as no copy of any other document relating to the Offer shall be, nor may be, sent, transmitted, or otherwise distributed, directly or indirectly – in any manner whatsoever – in, to or from any Excluded Country in which the provisions of local laws and regulations might give rise to civil, criminal or regulatory risks to the extent that information concerning the Offer is transmitted or made available to shareholders of the Issuer in such Excluded Country or other countries where such conduct would constitute a violation of the laws of such country. Any person receiving such documents (including as custodian, fiduciary or trustee) is required not to post or otherwise transmit or distribute them – in any manner whatsoever – in, to or from any Excluded Country.
This section of the website as well as the documents and/or the information included herein does not represent, nor may be interpreted as, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments of the Issuer or the Offeror in any Excluded Country.
Anyone who intends to access this section of the website of the Offeror and view the Offer Document and the other documents published therein, must read carefully and be fully aware of the information above.
By selecting the “I ACCEPT” button you represent and warrant – under your own full responsibility – that you are not a U.S. Person, you are not physically located nor resident in the Excluded Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.
