TERMS AND CONDITIONS
In order to access this section of the website, 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.
By accessing this section of the website, you agree to be subject to the following terms and conditions, which may be subsequently modified or updated (and, therefore, must be read in full each time it is accessed the aforesaid section of this website).The admission document published in this section of the website (the “Admission Document”) has been prepared in accordance with the provision set out in the AIM issuer’s regulation (the “AIM Issuers’ Regulation”), for the admission of ordinary shares (the “Shares”) of Tecma Solutions S.p.A. (the “Company”) on AIM Italia, multilateral trading system organized and managed by Borsa Italiana S.p.A. (“AIM Italia”).
The offering of Shares provided for in the Admission Document, as well as any other information contained therein, do not constitute an “offer to the public” - as defined in Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (the “TUF”) -, so that it is not necessary to draft a prospectus in accordance with the formats provided for by European Regulation no. 1129/2017 and European Delegated Regulation no. 980/2019. The Admission Document does not therefore constitute a prospectus within the meaning of the above legislation and 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 Issuers’ Regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented.The information contained in the section of this website that you are about to access is disseminated in accordance with the provisions of articles 17 and 26 of the AIM Issuers’ Regulation.-
The information contained in the aforementioned section of this website and in the Admission Document is accessible only to persons who:
- 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 in which the dissemination of the Admission Document and/or the above mentioned information requires the approval of the competent local authorities or is the subject of local rules or regulations (the “Other Countries”);
- are not qualifiable as “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended and supplemented (the “United States Securities Act”), nor are they persons acting on their behalf or for their benefit without the existence of a specific registration or registration exemption provided for under the United States Securities Act and the current legislation.
The “U.S. Person”, pursuant to the definition set out above, is precluded from accessing the aforementioned section of this website and from downloading, storing and/or saving the Admission Document and any other information contained in that section of this website on a temporary or permanent basis.
For no reason and under no circumstances it is permitted to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website to subjects who are in the conditions referred to in points (1) and (2) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada or the Other Countries.
The information contained on this website (or on any other website to which this website has hyperlinks) does not constitute an offer, solicitation of offers or promotional activity in connection with Shares against any citizen or person residing in Canada, Australia, Japan or the United States of America or any of the Other Countries.Furthermore, Shares are not, and will not be, registered under the United States Securities Act 1993, as subsequently amended and supplemented, or with any regulatory authority in any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account and benefit of a "U.S. Person", as defined below, in the absence of such registration or express exemption from such registration, or in Australia, Japan, Canada or Other Countries.
Regulation S of the United States Securities Act defines a “U.S. Person” as:
- any natural person resident in the United States;
- “partnerships” and “corporations” incorporated and organized under the laws of the United States;
- any property whose directors or managers are a “U.S. Person”;
- trusts whose trustee is a “U.S. Person”;
- any agency, branch or subsidiary of an entity located in the United States;
- non-discretionary accounts;
- other similar accounts (other than property or trust) managed or administered on behalf of or for the benefit of a “U.S. Person”;
- “partnerships” and “corporations” if (I) incorporated and organized under the laws of any foreign jurisdiction; and (II) established by a “U.S. Person” with the principal purpose of investing in securities not registered under the United States Securities Act, unless they are incorporated or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act) who are not natural persons, property or trusts.
To access 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.
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