In order to be able to access the admission document (the "AdmissionDocument"), it is necessary to read and accept the following information which the reader must carefully evaluate before reading, accessing, using or otherwise processing the information provided below in any other way. By accessing this website, you agree to be subject to the following terms and conditions and any subsequent updates thereto.
The Admission Document has been drawn up, pursuant to the Euronext Growth Milan Regulation ("Euronext Growth Milan Issuers' Regulations"), for the purpose of the admission of the ordinary shares (the "Shares") of CY4Gate S.p.A. (the "Company") on this multilateral trading system organized and managed by Borsa Italiana S.p.A.
The Admission Document and the operation described therein does not constitute an offer to the public of financial instruments nor an admission of financial instruments on a regulated market, as defined by Legislative Decree no. 58 of 24 February 1998 ("TUF"), CONSOB Regulation no. 11971 of 14 May 1999 ("Consob Issuers' Regulation"), as subsequently amended and supplemented, and by the equivalent provisions of law and regulations applicable abroad. Consequently, it is not necessary to prepare a prospectus in accordance with the formats provided for by European Regulation no. 1129/2017 and Delegated European Regulation no. 980/2019, except as required by the Euronext Growth Milan Issuers' Regulation.
The Admission Document does not therefore constitute a prospectus and for this reason its publication does not need to be authorized by CONSOB pursuant to European Regulation no. 1129/2017 or any other rule or regulation governing the preparation and publication of prospectuses pursuant to articles 94 and 113 of the TUF, including the Consob Regulation on Issuers, as subsequently amended and supplemented.
The following information and the Admission Document are accessible only to persons who: (a) are resident in Italy and who are neither domiciled nor currently located in the United States of America, Australia, Japan, Canada and any other country where the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or is in violation of local rules or regulations ("Other Countries") and (b) are not "U.S.” Person" according to the definition contained in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they persons acting on their behalf or for their benefit without the existence of a special registration or a specific exemption from the registration required pursuant to the United States Securities Act and the legislation in force.
The "U.S. Person" in the above sense is precluded from being able to access and download the Admission Document.
For no reason and under no circumstance may the Admission Document be circulated directly or through third parties, and any other information contained in this section of the website outside of Italy, in particular in the United States, Australia, Japan, Canada or the Other Countries, nor may the Admission Document be distributed to a "U.S. Person" in the sense indicated above. Failure to comply with this provision may involve a violation of the United States Securities Act or applicable law in other jurisdictions.
The information contained in this website (or any other website to which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activities in relation to the shares in respect of any citizen or entity resident in Canada, Australia, Japan or the United States of America or any other country in which such action are not allowed in the absence of specific exemptions or authorizations by the competent authorities.
The Shares are not and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority in any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America or on the behalf or for the benefit of a U.S. person in the sense indicated above, in the absence of this registration or of an express exemption from this obligation or in other countries where the offer of shares is subject to limitations in accordance with the applicable regulations.
Regulation S of the United States Securities Act of 1933, as amended, defines "U.S. Person" as: (1) any natural person resident in the United States; (2) "partnerships" and "corporations" incorporated and organized under the laws of the United States; (3) any property whose directors or managers are a "U.S. Person". S. Person"; (4) trusts whose trustee is a "U.S. Person"; (5) any agency, subsidiary or branch of a subject that has its head office in the United States; (6) non-discretionary accounts; (7) other similar accounts (other than property or trust) managed or administered on behalf of or for the benefit of a "U. Person". S. Person"; (8) "partnerships" and "corporations" if (i) constituted and organized under the laws of any foreign jurisdiction; and (ii) constituted by a "U.S. Person" with the main purpose of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless they are constituted or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, property or trusts.
In order to access this website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am neither domiciled nor currently in the United States of America, Australia, Japan, Canada or the Other Countries and that I am not a "U.S. Person" as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.
