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Tamburi Investment Partners

Share Issue/Capital Change Jan 11, 2021

4242_rns_2021-01-11_862cf034-f9df-49d5-bb74-5d60f9de4281.pdf

Share Issue/Capital Change

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QUESTO COMUNICATO E QUALSIASI INFORMAZIONE CONTENUTA IN QUESTO DOCUMENTO NON POSSONO ESSERE PUBBLICATI O DISTRIBUITI, DIRETTAMENTE O INDIRETTAMENTE, IN TUTTO O IN PARTE NEGLI STATI UNITI D'AMERICA, CANADA, SUD AFRICA, AUSTRALIA, GIAPPONE O IN UNA QUALSIASI GIURISDIZIONE IN CUI L'OFFERTA E LA VENDITA SAREBBERO VIETATE DALLE LEGGI APPLICABILI.

IL PRESENTE COMUNICATO È SOLO A SCOPO INFORMATIVO E NON È DESTINATO AD ESSERE NÉ COSTITUISCE UN'OFFERTA DI VENDITA O UNA SOLLECITAZIONE A COMPRARE ALCUNA AZIONE IN NESSUNA GIURISDIZIONE, COMPRESI GLI STATI UNITI D'AMERICA, CANADA, SUD AFRICA, AUSTRALIA, GIAPPONE. QUESTO COMUNICATO STAMPA E QUALSIASI INFORMAZIONE CONTENUTA IN QUESTO DOCUMENTO NON POSSONO COSTITUIRE LE BASI PER, O ESSERE CONSIDERATI IN RELAZIONE AD ALCUNA OFFERTA O IMPEGNO DI QUALUNQUE TIPO IN NESSUNA GIURISDIZIONE.

AVVIO DELLA CESSIONE PARZIALE DI AZIONI PRYSMIAN DA PARTE DI CLUBTRE S.P.A.

Clubtre S.p.A. - società di cui TIP - Tamburi Investment Partners S.p.A. (TIP.MI) detiene il 66,23% - ha annunciato oggi l'intenzione di cedere 10,00 milioni di azioni Prysmian S.p.A., corrispondenti al 3,73% del capitale sociale della stessa.

Le azioni verranno offerte tramite Equita e Morgan Stanley, in qualità di joint bookrunners, ad investitori istituzionali attraverso un processo di accelerated bookbuilding.

Tale operazione rappresenta un parziale realizzo del rilevante investimento effettuato nel 2010 nell'ambito di un club deal che aveva coinvolto importanti family office, che comunque manterrà una partecipazione significativa in Prysmian. A completamento dell'operazione Clubtre deterrà infatti circa 3,58 milioni di azioni Prysmian, corrispondenti all'1,33% del capitale sociale.

Clubtre si è impegnata per un periodo di 90 giorni di lock up sulle rimanenti azioni detenute, fatta eccezione per l'esecuzione di eventuali accordi di garanzia simili a quelli già esistenti su tali azioni e eventuali trasferimenti conseguenti a tali accordi.

La vendita sarà soggetta alle condizioni di domanda, prezzo e mercato. L'individuazione degli acquirenti e i criteri di allocazione sono a discrezione del venditore e di Equita e Morgan Stanley. Il prezzo a cui le azioni saranno cedute sarà concordato da Clubtre, Equita e Morgan Stanley alla chiusura del processo di bookbuilding. Maggiori dettagli verranno forniti dopo la chiusura del processo di bookbuilding.

Milano, 11 gennaio 2021

TIP - TAMBURI INVESTMENT PARTNERS S.P.A. È UNA INVESTMENT / MERCHANT BANK INDIPENDENTE E DIVERSIFICATA CHE HA FINORA INVESTITO, TRA OPERAZIONI DIRETTE E CLUB DEAL, CIRCA 3,0 MILIARDI DI EURO IN AZIENDE "ECCELLENTI" SUL PIANO IMPRENDITORIALE E CHE SVOLGE ATTIVITÀ DI ADVISORY. ATTUALMENTE HA IN

PORTAFOGLIO, DIRETTAMENTE O INDIRETTAMENTE, INVESTIMENTI IN SOCIETÀ QUOTATE E NON QUOTATE TRA CUI: ALKEMY, ALPITOUR, AMPLIFON, ASSET ITALIA, AZIMUT BENETTI, BE, BETA UTENSILI, BENDING SPOONS, BUZZOOLE, CENTY, CHIORINO, DIGITAL MAGICS, EATALY, ELICA, FAGERHULT, FCA, HUGO BOSS, INTERPUMP, MONCLER, MONRIF, OCTO TELEMATICS, OVS, PRYSMIAN, ROCHE BOBOIS, SESA, TALENT GARDEN, TELESIA, TIPO E WELCOME ITALIA.

Contatti: Alessandra Gritti Amministratore Delegato – Investor Relator Tel. 02 8858801 mail: [email protected]

Questo comunicato stampa è disponibile anche sul sito internet della Società www.tipspa.it e veicolato tramite sistema SDIR e Storage ().

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THE SECURITIES REFERRED TO HEREIN 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 WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

PURSUANT TO THE PROSPECTUS REGULATION, IN MEMBER STATES (EACH, A "RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO 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 "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; ANY OTHER PERSONS IN THE UNITED KINGDOM SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT ON OR RELY ON IT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY EQUITA SIM S.P.A. AND MORGAN STANLEY & CO. INTERNATIONAL PLC (THE "MANAGERS") OR BY ANY OF THEIR AFFILIATES OR AGENTS AS TO, OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

IN CONNECTION WITH THE OFFERING OF THE SHARES OF PRYSMIAN S.P.A. (THE "SHARES"), THE MANAGERS AND ANY OF THEIR AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PROPRIETARY POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE MANAGERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE MANAGERS (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS. THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE SHARES. ANY INVESTMENT DECISION IN CONNECTION WITH THE SHARES MUST BE MADE SOLELY ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION RELATING TO THE SHARES (WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE MANAGERS).

THE MANAGERS ARE ACTING ON BEHALF OF CLUBTRE S.P.A. AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS NOR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE SHARES.

THIS COMMUNICATION AND ANY SUBSEQUENT OFFER OF SECURITIES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS RECEIVING THIS COMMUNICATION OR ANY SUBSEQUENT OFFER SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION AND MUST NOT UNDER ANY CIRCUMSTANCES FORWARD THIS COMMUNICATION TO ANY OTHER PERSON. FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY VIOLATE SECURITIES LAWS OF ANY SUCH JURISDICTION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION

LAUNCH OF A PARTIAL SALE OF PRYSMIAN SHARES BY CLUBTRE S.P.A.

Clubtre S.p.A. – company of which TIP - Tamburi Investment Partners S.p.A. (TIP.MI) holds a 66.23% stake – announces today the intention to sell 10.00 million ordinary shares of Prysmian S.p.A., representing 3.73% of Prysmian's share capital.

The shares will be offered to institutional investors through an accelerated bookbuild procedure to be carried out by Equita and Morgan Stanley, acting as joint bookrunners.

This transaction represents a partial divestiture of the significant investment made in 2010 within a club deal involving important family offices, that in any case is maintaining a significant shareholding in Prysmian. Upon completion of this transaction Clubtre will own indeed approximately 3.58 million of Prysmian shares, representing 1.33% of the share capital.

Clubtre has undertaken a 90-day lock up on the remaining shares held, subject to an exception for any security arrangements over the remaining shares, as well as share transfers originating from such arrangements.

The sale is subject to demand, price and market conditions. The identity of placees and the basis of the allocations are at the discretion of the Seller, Equita and Morgan Stanley. The price at which the shares are to be placed will be agreed by the Seller, Equita and Morgan Stanley at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.

Milan, January 11th 2021

TIP - TAMBURI INVESTMENT PARTNERS S.P.A. IS AN INDEPENDENT AND DIVERSIFIED INVESTMENT / MERCHANT BANK WITH THAT SO FAR INVESTED, AMONG DIRECT INVESTEMENTS AND/OR CLUB DEALS, ABOUT 3.0 BILLION EURO IN COMPANIES DEFINED AS "EXCELLENT" FROM AN ENTREPRENEURIAL POINT OF VIEW AND IS ALSO ENGAGED IN CORPORATE FINANCE ACTIVITIES. CURRENTLY HAS IN PORTFOLIO, DIRECTLY OR INDIRECTLY, INVESTMENTS IN LISTED AND UNLISTED

COMPANIES INCLUDING: ALKEMY, ALPITOUR, AMPLIFON, ASSET ITALIA, AZIMUT BENETTI, BE, BETA UTENSILI, BENDING SPOONS, BUZZOOLE, CENTY, CHIORINO, DIGITAL MAGICS, EATALY, ELICA, FAGERHULT, FCA, HUGO BOSS, INTERPUMP, MONCLER, MONRIF, OCTO TELEMATICS, OVS, PRYSMIAN, ROCHE BOBOIS, SESA, TALENT GARDEN, TELESIA, TIPO AND WELCOME ITALIA.

Contacts: Alessandra Gritti CEO – Investor Relator Tel. 02 8858801 mail: [email protected]

This press release is also available on the company's web site www.tipspa.it and disclosed by SDIR and Storage system ().

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THE SECURITIES REFERRED TO HEREIN 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 WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. PURSUANT TO THE PROSPECTUS REGULATION, IN MEMBER STATES (EACH, A "RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO 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 "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; ANY OTHER PERSONS IN THE UNITED KINGDOM SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT ON OR RELY ON IT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY EQUITA SIM S.P.A. AND MORGAN STANLEY & CO. INTERNATIONAL PLC (THE "MANAGERS") OR BY ANY OF THEIR AFFILIATES OR AGENTS AS TO,

OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

IN CONNECTION WITH THE OFFERING OF THE SHARES OF PRYSMIAN S.P.A. (THE "SHARES"), THE MANAGERS AND ANY OF THEIR AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PROPRIETARY POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE MANAGERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE MANAGERS (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS. THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE SHARES. ANY INVESTMENT DECISION IN CONNECTION WITH THE SHARES MUST BE MADE SOLELY ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION RELATING TO THE SHARES (WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE MANAGERS).

THE MANAGERS ARE ACTING ON BEHALF OF CLUBTRE S.P.A. AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS NOR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE SHARES.

THIS COMMUNICATION AND ANY SUBSEQUENT OFFER OF SECURITIES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS RECEIVING THIS COMMUNICATION OR ANY SUBSEQUENT OFFER SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION AND MUST NOT UNDER ANY CIRCUMSTANCES FORWARD THIS COMMUNICATION TO ANY OTHER PERSON. FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY VIOLATE SECURITIES LAWS OF ANY SUCH JURISDICTION.

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