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The following information does not constitute an offer to sell or a solicitation of any offer to buy any securities of Gamma Bidco S.p.A. (the “Company”). Securities of the Company may not be offered or sold in the United States of America (including its territories and dependencies, any State of the United States of America and the District of Columbia) or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) absent registration or an exemption from registration under the Securities Act. Additionally, in the Republic of Italy, the European Economic Area and the United Kingdom, the offering is exclusively reserved to qualified investors, as defined below.
The Company does not intend to register any portion of the offering in the United States of America or conduct a public offering of securities of the Company in the United States of America. The information provided on the following webpages is not intended for distribution into or within the United States of America or to U.S. persons. Neither the Securities and Exchange Commission nor any other national or state securities commission has approved or disapproved of the potential transactions outlined herein or determined if the information presented herein is truthful or complete.
This notice ensures the compliance with securities laws and regulations of the United States of America and other jurisdictions. Please confirm that you have read this notice entirely and accept its content.
EEA. The target market is eligible counterparties and professional clients (each as defined in MiFID II, as defined below) only, and all channels for distribution to eligible counterparties and professional clients are appropriate. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPS Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in the Prospectus Regulation (as defined below).
United Kingdom. The target market is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), and all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. No key information document required by the PRIIPS Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
I have read the abovementioned and confirm that (1) I am not in the United States of America nor a U.S. Person; (2) if resident in Italy, I am a qualified investor as defined in Article 2, paragraph (e) Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or am otherwise exempted from the rules on offerings of securities pursuant to the Italian Securities Act and/or CONSOB Regulation No. 11971 of May 14, 1999, as amended, and/or the Prospectus Regulation; (3) if resident in the European Economic Area, I am a qualified investor under the Prospectus Regulation; (4) if resident in the United Kingdom, I (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) am a person falling within Article 49(2)(a) to (d) (high net-worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) am a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of the securities may otherwise lawfully be communicated.
For further information: firstname.lastname@example.org
PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO THE ACCESS TO THIS SECTION OF THE WEBSITE.
With reference to the mandatory tender offer (the “Offer“) for maximum no. 8,693,124 ordinary shares of Gamenet Group S.p.A. (the “Issuer” or “Gamenet Group”), plus up to 1,500,000 ordinary shares of Gamenet Group S.p.A. should all the stock options be exercised (the “Shares”) launched by Gamma Bidco S.p.A. (the “Offeror”), for a consideration of EUR 13.00 for each Share, please note the following.
The publication of the documents related to the Offer on the Issuer’s website is made for informational purposes only and does not constitute in any way a solicitation in order to tender to the Offer.
The Offer is being launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Gamenet Group, and will be promoted in Italy as the Shares are listed on the Mercato Telematico Azionario, STAR Segment, organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, are subject to the disclosure and procedural requirements provided for by Italian law.
The Offer has not been and will not be made in the United States, Canada, Japan, Australia and any other jurisdictions where making the Offer or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the “Excluded Countries”), by using national or international instruments of communication or commerce of the Excluded Countries, through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. No actions have been taken or will be taken to make the Offer possible in any of the Excluded Countries. No copy of the Offer Document, or portions thereof, or any copy of any document that the Offeror may issue in relation to the Offer, are being sent, nor shall it be sent or transmitted in any manner, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving such documents shall not distribute or send them in the Excluded Countries. Acceptances of the Offer resulting from solicitation activities engaged in violation of the above limitations will not be accepted.
The Offer Document and any document that the Offeror may issue in relation to the Offer does not constitute and cannot be interpreted as an offer to purchase or solicit an offer to sell financial instruments addressed to U.S. Persons - as defined under the U.S. Securities Act of 1933, as subsequently amended - or to persons residing in the Excluded Countries. No instrument may be offered or sold in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of said Excluded Countries or without derogation from the same provisions. Tendering in the Offer by parties residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own counsel or other advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
Anyone who wishes to enter this section of the website, read the Offer Document and the other documents published therein, must carefully read and fully acknowledge the above.
By selecting the key “AGREE” you represent and warrant that you have fully understood and agreed to and comply with all the limitations specified above; you declare also that you are not a U.S. Person and that you are not resident in the Excluded Countries.
Before accessing the information and documents contained in this area of the website, please read and accept terms and conditions reported here below.
The information and documents contained in this area of the website are accessible only to persons who are not currently domiciled or located in the United States of America, Canada, Japan, Australia, or in any other jurisdiction in which accessing the information and documents contained in this area of the website would require the authorization of the relevant regulatory authorities (the "Other Countries").
The information and documents contained in this area of the website may not be sent or in any other way transmitted, made available or distributed in the United States of America, Canada, Australia or Japan or any Other Countries.
This portion of the website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America, Canada, Australia or Japan, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, rights or other securities of Gamenet Group S.p.A. in the United States of America, Canada, Australia or Japan.
The shares of Gamenet Group S.p.A. referred to in this portion of the website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder.
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