In order to access this website, the admission document (the “Admission Document“) and any other information contained in the following pages, you must read and accept the following information, which you must consider carefully before reading, accessing, using or otherwise dealing with the information provided below. By accessing the Admission Document section of this website, you agree to be subject to the terms and conditions set out below, which may be amended or updated from time to time and should therefore be read in full each time you access that section of this website.
The Admission Document has been prepared, in accordance with the rules applicable to issuers of the multilateral trading facility, organized and managed by Borsa Italiana S.p.A., “EURONEXT GROWTH MILAN” (the ” Regolamento Emittenti EURONEXT GROWTH MILAN “), for the purpose of the admission of the ordinary shares (the “Shares“) and warrants (the “Warrants”) of Farmacosmo S.p.A. (the “Company“) to such multilateral trading facility. The Admission Document and the transaction described therein, as well as any other information included in the Admission Document, do not constitute an “offer to the public” of financial instruments – as defined in the Legislative Decree of 24 February 1998, no. 58, as subsequently amended and supplemented (the “TUF“) – so that it is not necessary to prepare a prospectus according to the formats provided for by the European Regulation no. 1129/2017 and the Delegated European Regulation no. 980/2019, except as required by the Regolamento Emittenti EURONEXT GROWTH MILAN. The Admission Document therefore does not constitute a prospectus within the meaning of the aforementioned legislation and its publication must not be authorised 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 regulation relating to the issuers adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended. In addition to the above, it is specified that the materials and subscription of the above financial instruments are reserved for “qualified investors” as defined pursuant to Article 2(1)(e) of European Regulation No. 1129/2017.
The information contained in the section of this website that you are about to access is disseminated in accordance with the provisions of articles 17 and 26 of the Regolamento Emittenti EURONEXT GROWTH MILAN.
The information contained in the above-mentioned section of this website and in the Admission Document may not be copied or forwarded and is accessible only to persons who (a) are resident in Italy and are not currently domiciled or otherwise 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 breach of local rules 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 persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption from registration under the United States Securities Act of 1933, as amended, and applicable law.
The “U.S. Person” as defined above is precluded from accessing the above-mentioned section of this website and from downloading, storing and/or temporarily or permanently saving the Admission Document and any other information contained in that 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 in the Other Countries, nor is it possible to distribute the Admission Document to a “U.S. Person” within the meaning indicated above. 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” incorporated and organised under the laws of the United States; (3) any property whose directors or managers are a “U. S. Person”; (4) any estate whose directors or managers are a “U. S. Person”; (5) any trust whose trustee is a “U.S. Person”; (5) any agency, branch or subsidiary domiciled in the United States; (6) any non-discretionary account; (7) any other similar account (other than an estate or trust) managed or controlled by a “U.S. Person”; (8) “partnerships” and “corporations” if (i) incorporated and organised under the laws of any foreign jurisdiction; and (ii) incorporated 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 incorporated or organised and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933, as amended) other than individuals, estates or trusts.
Failure to comply with this provision may result in a violation of the United States Securities Act of 1933, as amended, or any other applicable law of other jurisdictions.
The information contained in this website (or any other website with which this website has hypertext links) does not constitute an offer, solicitation to offer or promotional activity in relation to the Shares and/or Warrants to any citizen or person residing in Canada, Australia, Japan or the United States of America or any of the Other Countries. The Shares and the Warrants are not, and will not be, registered under the United States Securities Act of 1933, as amended, or under 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, without such registration or express exemption or in other countries where the offering of Shares and/or Warrants is restricted under applicable law.
In order to access this website, the Admission Document and any other information contained in the following pages,
This Admission Document may not be distributed, either directly or indirectly, in Australia, Canada, Japan and the United States of America or in any other country in which the offer of the Shares and/or Warrants is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in such countries, subject to any exemptions provided for by applicable laws. The publication and distribution of this Admission Document in jurisdictions other than Italy may be subject to legal or regulatory restrictions. Any person who comes into possession with this Admission Document must first verify the existence of such laws and restrictions and comply with them.