In order to access the admission document (the “Admission Document”), you must read and accept the notice set forth below, which you should carefully review before reading, accessing, using, or otherwise handling the information provided herein. By accessing this website, you agree to be bound by the terms and conditions set forth below and by any subsequent updates to them.
The Listing Prospectus was prepared, in accordance with the Euronext Growth Milan Issuers’ Regulations (“Euronext Growth Milan Issuers’ Regulations”), for the purpose of listing the common shares (the “Shares”) of CY4Gate S.p.A. (the “Company”) to that multilateral trading facility organized and operated by Borsa Italiana S.p.A.
The Admission Document and the transaction described therein do not constitute a public offering of financial instruments or an admission of financial instruments to trading on a regulated market, as defined by Legislative Decree No. 58 of February 24, 1998 (“TUF”), pursuant to CONSOB Regulation No. 11971 of May 14, 1999 (“Consob Issuers Regulation”), as subsequently amended and supplemented, and by the equivalent statutory and regulatory provisions applicable abroad. It follows that it is not necessary to prepare a prospectus in accordance with the formats set forth in European Regulation No. 1129/2017 and European Delegated Regulation No. 980/2019, except as required by the Euronext Growth Milan Issuers’ Regulations.
The Admission Document does not, therefore, constitute a prospectus; consequently, its publication does not require authorization from CONSOB pursuant to European Regulation No. 1129/2017 or any other law or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the Consob Issuers’ Regulation, as subsequently amended and supplemented.
The following information and the Admission Document are available only to individuals who: (a) are residents of Italy and are not domiciled in, nor are they currently located in, the United States of America, Australia, Japan, Canada, or any other country in which the distribution of the Admission Document and/or such information requires the approval of the relevant local authorities or would violate local laws or regulations (“Other Countries”); and (b) are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as amended, nor are they persons acting on their behalf or for their benefit without the required registration or a specific exemption from registration under the United States Securities Act and applicable regulations.
“U.S. Persons,” as defined above, are prohibited from accessing or downloading the Admission Document.
Under no circumstances and for no reason may the Admission Document or any other information contained in this section of the website be circulated, either directly or through third parties, outside of Italy—in particular in the United States, Australia, Japan, Canada, or Other Countries—nor may the Admission Document be distributed to a “U.S. Person” as defined above. Failure to comply with this provision may constitute a violation of the United States Securities Act or applicable laws in other jurisdictions.
The information contained on this website (or on any other website to which this website provides hyperlinks) does not constitute an offer, a solicitation to make an offer, or a promotional activity with respect to shares directed at any citizen or resident of Canada, Australia, Japan, or the United States of America, or any other country in which such activities are not permitted in the absence of specific exemptions or authorizations from 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 of 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 to, or on behalf of or for the benefit of, a U.S. Person, as defined above, in the absence of such registration or an express exemption from such requirement, or in other countries where the offering of shares is subject to restrictions under applicable law.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a “U.S. Person” as: (1) any individual residing in the United States; (2) “partnerships” and “corporations” formed and organized under the laws of the United States; (3) any entity whose directors or managers are “U.S. Persons”; (4) trusts whose trustee is a “U.S. Person”; (5) any agency, branch, or subsidiary of an entity headquartered in the United States; (6) non-discretionary accounts; (7) other similar accounts (except for properties or trusts) managed or administered in a fiduciary capacity on behalf of or for the benefit of a “U.S. Person”; (8) “partnerships” and “corporations” if (i) incorporated and organized under the laws of any foreign jurisdiction; and (ii) formed by a “U.S. Person” with the primary objective of investing in securities not registered under the United States Securities Act of 1933, as amended, unless they are formed or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not individuals, estates, or trusts.
To access this website, the Registration Statement, and any other information contained on the following pages, I hereby declare, under my full responsibility, that I am a resident of Italy and that I am neither domiciled in nor currently located 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.