disclaimer offerta pubblica scambio
In order to access this section of the website you must read and accept the information below. The reader must carefully evaluate this information before reading, accessing or using in any way 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 this reason, they must be read in full each time you access this site.
The information contained on this website does not constitute an offer for the subscription or for the sale of financial instruments in Australia, Canada, Japan, the United States of America or in any other jurisdiction where such offer is prohibited or restricted under applicable law ( the “Other Countries”).
With reference to the Voluntary Public Exchange Offer (the “Offer”) launched, pursuant to Title II, Chapter II, Section I of the Legislative Decree no. 58 dated February 24, 1998, by the offeror BPER Banca S.p.A. (the “Bank”) over a maximum amount of 3,378,586 savings shares of Banco di Sardegna S.p.A., listed on the electronic stock market organised and managed by Borsa Italiana S.p.A. (the “BdS Savings Shares”), it should be noted that the Offer is addressed, on equal terms, to all the holders of the BdS Saving Shares, and it is promoted exclusively on the Italian market.
The Offer has not been, and will not be, promoted or disseminated in the Other Countries, neither by using national or international communication or trade instruments of the Other Countries (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet), nor through any other structure of any of the financial intermediaries of the Other Countries, nor in any other way.
Copies of the document relating to the Offer (the “Offer Document”), or parts thereof, as well as copies of any document that the Bank may issue in relation to the Offer, are not, and shall not be, sent nor in any way transmitted, or otherwise distributed, directly or indirectly, to the Other Countries or to any U.S. Person as defined under the U.S. Securities Act of 1933 as the subsequently amended (the “Securities Act”). Anyone who receives such documents shall not distribute or send them (either by post or by any other mean or instrument of communication or commerce) to the Other Countries.
Neither the Offer Document nor any other document that the Bank may issue in relation to the Offer shall constitute or be interpreted as an offer of financial instruments addressed to persons residing in the Other Countries, or to any U.S. Person as defined in the Securities Act. No instrument may be offered or sold in the Other Countries in absence of a specific authorisation in accordance with applicable law or an exemption in relation thereto. Acceptance of the Offer by people who reside in Countries other than Italy may be subject to specific obligations or restrictions provided for by applicable law or regulation. Compliance with such rules is an exclusive responsibility of the addressees of the Offer and, therefore, before accepting the Offer, they shall verify the existence and applicability of such provisions by contacting their own consultants.
Any adhesion to the Offer, resulting from any solicitation actions carried out in violation of the abovementioned limitations, will not be accepted.
With reference to the Bank’s financial instruments to be offered in exchange to the holders of BdS Saving Shares who have adhered to the Offer (the “BPER Shares”), it should be noted that they have not been, nor will be, registered with the financial market supervisory authorities in the Other Countries and shall not be offered or sold, directly or indirectly, in such Other Countries.
In particular, the information contained in the BPER Shares prospectus, consisting of a registration document, a summary note and an information note (the “Prospectus”), does not constitute an offer or part of an offer made by the Bank, and should not be interpreted as such, nor does it constitute an invitation to subscribe or purchase the BPER Shares addressed to the United States of America or any U.S Person, as defined in the Securities Act.
The BPER Shares have not been, nor will be, registered under the Securities Act, or any other provision of law of any State of the United States of America and, therefore, shall not be offered or sold in the United States of America or to or for the benefit of a U.S. Person, as defined under the Securities Act, in absence of registration under the Securities Act or a specific exemption under the Securities Act, except in the context of transactions that are not subject to the provisions of the Securities Act.
It is not permitted, for any reason and under no circumstance, to circulate, directly or through third parties, the Prospectus contained in this website, outside Italy, in particular in the Other Countries. The Prospectus does not constitute an offer of shares outside the territory of Italy. The information contained in this website (and in any other website to which this website has any hyperlink) does not constitute, in any way, an invitation or an offer to purchase the BPER Shares in Countries or to persons in respect of which such offer is prohibited or restricted under applicable law.
The access to this section of the website, to the Prospectus, to the Offer Document and to any other information contained in the following pages is prohibited to those persons who:
- are domiciled and/or are currently located in the Other Countries, as well as in any other Country where the dissemination of the Offer Document, the Prospectus and/or the information included herein requires the approval of the competent local Authorities or it is in violation of local applicable law or regulations;
- are defined as “U.S. Person” according to the definition contained in Regulation S of the Securities Act.
It is not permitted to any U.S. Person, as defined above, to access this section of the website, the temporary or permanent storage and saving of the Prospectus, the Offer Document and any other information contained in this section of the website.
It is not allowed to copy or send the information contained in this website.
It is not permitted, for any reason and under any circumstance, to circulate, directly or through third parties, the Prospectus, the Offer Document and any other information contained in this website section, to any person who meet the conditions referred to in the above points 1) and 2) and, in particular, to persons who are in the Other Countries.