Gamma Bidco Bondholders
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2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;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.
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