M&A Activity • Jan 11, 2021
M&A Activity
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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.
Facendo seguito al comunicato stampa già pubblicato Clubtre S.p.A. - società di cui TIP - Tamburi Investment Partners S.p.A. (TIP.MI) detiene il 66,226% - annuncia di aver concluso positivamente la cessione di 10 milioni di azioni Prysmian S.p.A., corrispondenti al 3,729% del capitale sociale della stessa, per un controvalore complessivo di 292,5 milioni di euro, al lordo di oneri e commissioni.
L'operazione si è perfezionata ad un prezzo di 29,250 euro per azione e verrà regolata mediante consegna dei titoli e pagamento del corrispettivo in data 14 gennaio 2021.
La cessione delle azioni è avvenuta mediante una procedura di Accelerated Bookbuilding riservato ad investitori qualificati in Italia ed all'estero, con l'esclusione di qualsiasi paese o giurisdizione nei quali l'offerta o la vendita delle azioni oggetto di offerta sono vietate ai sensi di legge o in assenza di esenzioni.
Clubtre è stata affiancata da Equita e da Morgan Stanley in qualità di joint bookrunner.
Come già comunicato l'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 3,577 milioni di azioni Prysmian, corrispondenti all'1,334% del capitale sociale.
Nell'ambito dell'operazione ed in linea con la prassi di mercato 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.
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 ().
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
Following the press release already published Clubtre S.p.A. – company of which TIP - Tamburi Investment Partners S.p.A. (TIP.MI) – holds a 66.226% stake – announces the successful completion of the sale of 10 million ordinary shares of Prysmian S.p.A., representing 3.729% of Prysmian's share capital, for a total consideration of 292.5 million Euro, gross of charges and commissions.
The transaction has been concluded at a price per share of 29.250 Euro and will be settled with the delivery of the shares and the payment of the consideration on January 14th, 2021.
The sale of the shares has been realized through an accelerated bookbuild procedure dedicated to qualified investors in Italy and abroad, except for any country or jurisdiction in which the offer or the sale of the shares would be prohibited by applicable law.
Clubtre has been assisted by Equita and Morgan Stanley as joint bookrunners.
As already communicated the 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 3.577 million of Prysmian shares, representing 1.334% of the share capital.
In the context of the transaction and in line with the market practice 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.
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 ().
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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