February, 27th 2019 -
Fabio Innocenzi, Pietro Modiano, Raffaele Lener
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DISCLAIMER
Warning: before accessing the contents of this website, please read and accept the legal notice below. The contents of this website are not intended for distribution, directly or indirectly, in the United States (including its territories and domains, any state of the United States and the District of Columbia), in Australia, Canada, Japan or any other country where the offer or sale of financial instruments is not permitted by law (the "Other Countries"). Anyone in possession of the aforementioned documents shall refrain from transmitting or distributing them, directly or indirectly, by any means, from and / or in the United States of America, Australia, Canada, Japan and or in the Other Countries. I hereby declare: (i) to have read and understood the above; and (ii) not to be a resident, nor to find me at present, in the United States, Australia, Canada, Japan or the Other Countries.
DISCLAIMER
The Offer is promoted exclusively in Italy on the basis of the Prospectus. The Prospectus does not constitute an offer of financial instruments in the United States of America, Canada, Japan and Australia or in any other foreign country in which the Offer is not permitted without specific authorization in compliance with the applicable legal provisions or in derogation to the same provisions (the "Other Countries"). In particular, the Offer is not addressed, directly or indirectly, and can not be accepted, directly or indirectly, in or from the United States of America, Canada, Japan and Australia, as well as in or from other countries, through any regulated market in the United States of America, Canada, Japan and Australia, as well as in other countries, or through postal services or through any other national or international communication or trade means concerning the United States of America, Canada, Japan and Australia , as well as other countries (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet and / or any other means or IT support). Likewise, accessions made through these services, means or instruments will not be accepted. Neither the Prospectus nor any other document relating to the Offer is sent and must not be sent or otherwise forwarded, made available, distributed or sent to or from the United States of America, Canada, Japan and Australia, or in or from the Other Countries; this limitation also applies to holders of Banca Carige shares with addresses in the United States of America, Canada, Japan and Australia, as well as in other countries, or to persons who Banca Carige or its representatives are aware of as trustees, delegates or depositaries in possession of Banca Carige shares on behalf of said owners. Those who receive such documents (including, inter alia, custodians, delegates and trustees) must not distribute, send or ship any of them in or from the United States of America, Canada, Japan and Australia, as well as in or from the Other Countries, or through postal services or through any other national or international communication or trade means concerning the United States of America, Canada, Japan and Australia, as well as the Other Countries (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet and / or any other medium or IT support). Any adhesion to the present Offer, directly or indirectly, in violation of the above limitations will be considered invalid.
DISCLAIMER
The Offer (or "OPS") is exclusively addressed to the holders of the Securities (the "Carriers") residing or domiciled in Italy. Except as provided below, Holders resident or domiciled outside Italy may join the OPS - under the same terms and conditions set forth in this Offer Document - as reported in a separate document in English, not approved by any supervisory authority, which will be made available to them (the "Exchange Offer Memorandum") and which contains information consistent with this Offer Document. The Exchange Offer has not been promoted, and will not be promoted, directly or indirectly (by post, or by any means of interstate or foreign trade (interstate or foreign commerce) or services of a regulated market of financial instruments), all the United States of America ("United States") or for, or on behalf of, or for the benefit of, a US person. This includes, by way of example, the transmission of copies, e-mail, telex, the telephone network and the Internet. Consequently, a copy of this Offer Document and of any other document and material inherent to the Offer has not been, and must not be, sent by post or otherwise transmitted, distributed or forwarded (even where, by way of example, has been sent by custodians, trustees and trustees) in or within the United States or to persons who are or are resident in the United States or are US person, and the Securities may not be the subject of the Offer by such services, means, instruments or facilities within the United States or by U.S. person. Any alleged Exchange Offer on the Securities arising directly or indirectly from an infringement of these restrictions will not be valid, and any alleged Exchange Offer on the Securities carried out by a U.S. person, a resident in or from the United States will not be valid and will not be accepted. This Offer Document is not an offer to sell securities in the United States or to U.S. person. The Exchange Securities have not been, and will not be registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, to the United States, or on behalf of or for the benefit of US person. The purpose of this Offer Document is limited to the Offer, and this Offer Document can not be transferred or transferred to any person other than in compliance with Regulation S of the Securities Act. Each Security Holder participating in the transaction must declare that participates in the Offer pursuant to Regulation S of the Securities Act and which is not participating in the Offer by the United States nor is it a US person or an agent, trustee or other intermediary acting on a non-discretionary basis on behalf of a client who is instructed by the United States or on behalf of U.S. person. Furthermore, the OPS has not been and will not be promoted, either directly or indirectly, in Canada, Australia and Japan as well as in another State where this OPS - under the same terms and conditions as set out in this Offer Document - is not permitted without authorization of the competent authorities (the "Other Countries"), neither through postal services nor through any other means or instrument of communication or international trade (including, by way of non-limiting example, fax, telex, e-mail, the telephone or internet), Canada, Australia and Japan and other countries, or through any structure or any of the national regulated markets of Canada, Australia and Japan and other countries, or in any other way. The OPS can not be accepted through the means, tools or structures referred to above in or from Canada, Australia and Japan and other countries. A copy of the Offer Document, the Exchange Offer Memorandum and / or a copy of any other document that the Offeror will issue in relation to the OPS have not been and will not be sent or in any way transmitted or otherwise distributed in Canada, Australia and Japan and other countries. Anyone who receives the aforementioned documents (including, by way of non-limiting example, subjects operating in the performance of fiduciary services or custody or trust) shall not distribute, send or send them (neither by post nor by any other means or means of communication or international trade) in or from Canada, Australia and Japan and other countries and will also refrain from using postal services or any other means or instrument of international communication or trade of Canada, Australia and Japan and other countries for any connected purpose OPS. This Offer Document does not constitute and can not be interpreted as an offer to individuals resident in Canada, Australia and Japan and other countries. By signing the Membership Form, the Participants will certify that they are not residents and do not act on behalf of or in the interests of individuals residing in Canada, Australia and Japan and other countries. Only acceptances made in compliance with the above limitations will be accepted, and any adhesion to the OPS in breach of the above limitations will not be accepted, accessions that will be considered invalid and ineffective by the Offeror. It is the sole responsibility of the recipients of the Offer to comply with these rules and, therefore, before accession, to verify their existence and applicability, by contacting their consultants.
DISCLAIMER
This section of the website is intended for users who are not residents of the United States, Canada, Japan or Australia, or any other country in which the promotion of the Offer is prohibited without the authorisation of the competent authorities (the "Excluded Countries").. Please fill in the following statement: I am not a resident in any of the aforementioned Excluded Countries.
DISCLAIMER
This announcement does not constitute an offer or invitation to subscribe for or purchase, or a solicitation of any offer to purchase or subscribe for any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. This announcement is being communicated to and is directed only to (i) persons to whom it may be lawful to communicate such announcement; and (ii) persons to whom it may be required by law or regulation to disclose such information (all such persons being referred to as relevant persons). This announcement is only directed at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Other persons should not rely or act upon this announcement or any of its contents. This announcement has been prepared for information purposes only. In particular, this announcement may not be taken or transmitted into the United States, Canada or Japan or distributed, directly or indirectly, in the United States, Canada or Japan. This announcement is not an offer to sell or the solicitation of an offer to purchase or subscribe for securities neither in the United States nor in any other jurisdiction. Securities may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Banca Carige S.p.A. (the "Company") does not intend to register or conduct any public offer of securities in the United States. Distribution of the announcement and any information contained in it in any other jurisdictions may be restricted by law. Persons into whose possession this information comes should inform themselves about and observe any such restrictions. No reliance may be placed for any purposes whatsoever on the information contained in this document, or any material discussed in the context of such document, or on its completeness, accuracy and fairness. Although care has been taken to ensure that the announcement is materially accurate, and that the opinions expressed are reasonable, the contents of this material has not been verified by the Company, its shareholders, consultants and advisors. Accordingly, no representation or warranty, express or implied, is made or given on behalf of Company, its shareholders, consultants and advisors, or any of their respective members, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document or any other material discussed in the context of this announcement. None of the Company, its shareholders, consultants and advisors, or any of their respective members, directors, officers or employees or any other person accepts any liability whatsoever for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Certain statements contained in this announcement may be statements of future expectations and other forward-looking statements that are based on third party sources and involve known and unknown risks and uncertainties. The forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s and/or Group Banca Carige’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Group participates or is seeking to participate. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. There is no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any decision to purchase securities in the context of an offering of securities, if any, should be made solely on the basis of information contained in an offering circular or prospectus published in relation to such an offering. The forward-looking information contained herein represent the subjective views of the management of the Company and has been prepared on the basis of a number of assumptions and subjective judgments which may prove to be incorrect and, accordingly, actual results may vary. They represent the subjective views of the management of the Company and are based on significant assumptions. Industry experts, business analysts or other persons may disagree with these views, assumptions and judgments, including without limitation the management’s view of the market and the prospects for the Company. Any forward- looking statements in this announcement are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause the Company’s actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. To the extent applicable, the industry and market data contained in this announcement has come from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. The Company has not independently verified the data contained therein. In addition, certain of the industry and market data contained in this announcement come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the market in which the Company operates. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this announcement. Although the Company has obtained the information provided from sources that should be considered reliable, it cannot guarantee its accuracy or completeness. The information provided is purely of an indicative nature and is subject to change without notice at any time.
DISCLAIMER
This announcement does not constitute an offer or invitation to subscribe for or purchase, or a solicitation of any offer to purchase or subscribe for any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. This announcement is being communicated to and is directed only to (i) persons to whom it may be lawful to communicate such announcement; and (ii) persons to whom it may be required by law or regulation to disclose such information (all such persons being referred to as relevant persons). This announcement is only directed at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Other persons should not rely or act upon this announcement or any of its contents. This announcement has been prepared for information purposes only. In particular, this announcement may not be taken or transmitted into the United States, Canada or Japan or distributed, directly or indirectly, in the United States, Canada or Japan. This announcement is not an offer to sell or the solicitation of an offer to purchase or subscribe for securities neither in the United States nor in any other jurisdiction. Securities may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Banca Carige S.p.A. (the "Company") does not intend to register or conduct any public offer of securities in the United States. Distribution of the announcement and any information contained in it in any other jurisdictions may be restricted by law. Persons into whose possession this information comes should inform themselves about and observe any such restrictions. No reliance may be placed for any purposes whatsoever on the information contained in this document, or any material discussed in the context of such document, or on its completeness, accuracy and fairness. Although care has been taken to ensure that the announcement is materially accurate, and that the opinions expressed are reasonable, the contents of this material has not been verified by the Company, its shareholders, consultants and advisors. Accordingly, no representation or warranty, express or implied, is made or given on behalf of Company, its shareholders, consultants and advisors, or any of their respective members, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document or any other material discussed in the context of this announcement. None of the Company, its shareholders, consultants and advisors, or any of their respective members, directors, officers or employees or any other person accepts any liability whatsoever for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Certain statements contained in this announcement may be statements of future expectations and other forward-looking statements that are based on third party sources and involve known and unknown risks and uncertainties. The forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s and/or Group Banca Carige’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Group participates or is seeking to participate. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. There is no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any decision to purchase securities in the context of an offering of securities, if any, should be made solely on the basis of information contained in an offering circular or prospectus published in relation to such an offering. The forward-looking information contained herein represent the subjective views of the management of the Company and has been prepared on the basis of a number of assumptions and subjective judgments which may prove to be incorrect and, accordingly, actual results may vary. They represent the subjective views of the management of the Company and are based on significant assumptions. Industry experts, business analysts or other persons may disagree with these views, assumptions and judgments, including without limitation the management’s view of the market and the prospects for the Company. Any forward- looking statements in this announcement are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause the Company’s actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. To the extent applicable, the industry and market data contained in this announcement has come from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. The Company has not independently verified the data contained therein. In addition, certain of the industry and market data contained in this announcement come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the market in which the Company operates. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this announcement. Although the Company has obtained the information provided from sources that should be considered reliable, it cannot guarantee its accuracy or completeness. The information provided is purely of an indicative nature and is subject to change without notice at any time.