PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE
The following contains important information in relation to mandatory tender offer launched by BPER Banca S.p.A. (the “Offeror”), pursuant to Articles 102 and 106, paragraph 1 of the TUF (the “Mandatory Tender Offer”), on all the ordinary shares (the “Ordinary Shares”) outstanding of Banca Carige S.p.A. (“Carige”, the “Issuer” or the “Company”), other than No. 604.154.459 ordinary shares already held by the Offeror and representing 79.418% of Carige’s share capital, and (ii) the voluntary tender offer launched by the Offeror, pursuant to Article 102 of the TUF (the “Voluntary Tender Offer” and, together with the Mandatory Tender Offer, the “Offers”), on the No. 20 savings shares of Carige (the “Saving Shares”).
The Mandatory Offer is promoted exclusively in Italy, as the Ordinary Shares are listed exclusively in Italy, and is addressed, on a non-discriminatory and equal basis, to all holders of the Ordinary Shares.
The Voluntary Offer is promoted exclusively in Italy, provided that the Savings Shares - as a result of Borsa Italiana's Measure No. 8718 of December 11, 2020 - have been suspended indefinitely from trading on Euronext Milan, and is addressed, on a non-discriminatory and equal basis, to all holders of the Savings Shares.
The Offers will not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which the Offers are not permitted in the absence of authorization by the competent local authorities or is in violation of any rules or regulations (the "Other Countries"), nor by using means of communication or international commerce (including, without limitation, the postal network, facsimile, telex, electronic mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner. In addition, the Offers may not be accepted through the aforementioned national or international means of communication or commerce or from within the territory of the United States.
Adherence to the Offers by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offers to comply with such regulations and, therefore, before joining the Offers, to verify their existence and applicability by contacting their advisors. Any acceptances of the Offers resulting from solicitation activities carried out in violation of the abovementioned limitations will not be accepted.
This information included in this section of the website does not represent an offer to purchase or a solicitation for an offer to purchase shares of the Issuer. At the beginning of the Offers period, in accordance with applicable law, the Offeror will publish the Offer Document, which shareholders of the Issuer should review carefully.