Il presente comunicato deve essere letto congiuntamente al Documento di Invito all'Offerta. Nessun invito a vendere Titoli è stato fatto ai sensi del presente comunicato. L'Invito può essere fatto unicamente ai sensi del Documento di Invito all'Offerta e le offerte devono essere presentate esclusivamente sulla base delle informazioni contenute nel Documento di Invito all'Offerta.
Né UniCredit S.p.A., né i Dealer Managers, né il Tender Agent hanno espresso alcuna dichiarazione o raccomandazione di qualsiasi natura relativa all'Invito e/o in merito all'opportunità che i portatori dei Titoli presentino Offerte o che si astengano dal farlo in conformità all'Invito, e nessun altro è stato autorizzato da ciascuno di essi a rilasciare alcuna dichiarazione o raccomandazione. Ciascun portatore di Titoli dovrebbe effettuare una propria valutazione dei vantaggi e dei rischi nell'offrire i propri Titoli in conformità al Documento di Invito all'Offerta e dovrebbe consultare (anche per quanto riguarda le conseguenze fiscali) il proprio consulente finanziario, banca consulente bancario, avvocato, commercialista o altro consulente indipendente finanziario o legale.
INVITATION AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Invitation Memorandum or any other document or material relating to the Invitation constitutes an offer to buy or a solicitation of an offer to sell Securities in any jurisdiction in which, or to or from any persons to or from whom, it is unlawful to make such offer or solicitation of for there to be such participation under applicable securities laws. The distribution of this announcement, the Invitation Memorandum and any other document or material relating to the Invitation may be restricted by law in certain jurisdictions (including in the United States, Canada, Australia or Japan). Persons into whose possession this announcement, the Invitation Memorandum and/or any other document or material relating to the Invitation come are required by each of UniCredit, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United States - The Invitation is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Securities may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or to U.S. person as defined in Regulation S under the U.S. Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, except as specified herein, copies of this announcement, the Invitation Memorandum and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported tender of Securities in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Securities made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted, except as specified herein.
Each holder of Securities participating in an Invitation will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in such Invitation from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. Person, that is located outside the United States and that is not giving an order to participate in such Invitation from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy - None of the Invitation, this announcement, the Invitation Memorandum or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Invitation is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
Accordingly, the Invitation is only addressed to holders of Securities located in the Republic of Italy who are "qualified investors" (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.
A holder of Securities located in the Republic of Italy can tender Securities through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Invitation.
United Kingdom - This announcement, the Invitation Memorandum and any other documents or materials relating to the Invitation are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Invitation Memorandum and such documents and/or materials and the Invitations are not being distributed to, and must not be passed on to, the general public in the United Kingdom and are only for circulation to persons outside the United Kingdom or (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) persons who fall within Article 49 of the FPO ("high net worth companies, unincorporated associations etc."); or (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together (including any retail clients within the meaning of the FSA rules) being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content.
France - The Invitation is not being made, directly or indirectly, to the public in France. Neither this announcement nor the Invitation Memorandum or any other documents or materials relating to the Invitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Invitation. The Invitation Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Belgium - Neither this Invitation Memorandum nor any other documents or materials relating to the Invitations have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Invitations may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Invitations may not be advertised and will not be extended, and neither the Invitation Memorandum nor any other documents or materials relating to the Invitations (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, this Invitation Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitations. Accordingly, the information contained in this Invitation Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Ireland -The Invitation is not being made, directly or indirectly, to the public in Ireland and no offers or sales of any notes or securities under or in connection with such Invitation may be effected except in conformity with the provisions of Irish law including the Irish Companies Acts 1963 to 2012, the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended by the Prospectus (Directive 2003/71/EC) (Amendment) Regulations 2012 of Ireland), the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the Market Abuse (Directive 2003/6/EU) Regulations 2005 of Ireland (as amended).