Opa Ifis of Tuscany Finance
Banca IFIS SpA filed with Consob communication to promote a takeover volontariatotalitaria ordinary shares of Toscana Finanza SpA
•
The consideration of the proposed offer is € 1.25 for each action taken in membership
Offer
•
The maximum Bid, in case of accession totalitarian, will amount to Euro
38,243,095.00
•
The operation is aimed at delisting
actions of Tuscany from the MTA and Finance does not provide
recourse to the stock market for new financial resources
•
The deal is part of the strategy of expanding the range of products,
line with the 2009-2011 Strategic Plan of Banca IFIS
Mestre, July 9, 2009
- Banca IFIS SpA (l '"Bidder
") - A company active in corporate finance
listed on the STAR segment of Borsa Italian
(IT0003188064)
- Filed today at the CONSOB
communication art. 102 of "TUF", with which it has declared its intention to promote
the voluntary tender offer (the '"Offer") on the ordinary shares of Tuscany
Finance SpA (l '"
Issuer
"), A company specializing in the acquisition and management of tax credits, financial
commercial and difficult enforcement notice, listed on the Italian Stock Exchange MTA.
The Offer is for the acquisition by Banca IFIS, the entire share capital of Tuscany
Finance SpA
Shareholders of reference of Tuscany Finance representing approximately 66.10% of share capital
the same shall have irrevocably committed to join the OPA.
The Offer is conditional upon, by Banca IFIS SpA, a holding of at least
equal to 66.67% of the share capital of Toscana Finanza SpA This condition can be in any
time, in whole or in part, renounced or modified by the offeror within the limits and in the manner
provided for in Article 43 of the Issuers.
The approval of the Offer Document and, consequently, the performance of the Offer itself, are
subject to the issuance of necessary authorizations from the Bank of Italy pursuant to Articles 53
and 67 D. Decree no. 385/93.
The Offer is for the acquisition by Banca IFIS SpA, the entire share capital of Tuscany
Finance SpA and subsequent delisting of the shares of the issuer by the MTA.
Banca IFIS is seeking the delisting of the shares of the issuer by the MTA through
the financial obligations and / or the right of purchase pursuant to Articles 108 and 111 of the Consolidated, to follow
- Also in the case where a result of the Offer should not be reached the threshold relevant to
of those laws - Banca IFIS aims to perfect the merger of
Finance Banca IFIS in Tuscany, with a simultaneous divestiture of all assets and liabilities transferred to
Toscana Finanza SpA in favor of Fast Finance SpA, owned 100% by the issuer.
For the execution of the Offer and, where possible, for the subsequent merger of Tuscany
Finance SpA into Banca IFIS SpA there are no new financial resources with recourse to the market
stock.
For each share of Toscana Finanza SpA, which will be brought to the Offer will be paid
fee of € 1.25. This expresses a price discount of about 0.6% compared to the price
official market on the date of July 9, 2009, amounted to Euro 1.2571.
In particular, the Offer represents the following premiums / discounts than the average
weighted price of the official reporting periods under consideration:
Time Weighted Average
Official Prices Prix (+) / Discount (-)
One month prior to July 9th
2009
1.2982 to 3.7%
Three months prior to July 9th
2009
1.1609 +7.7%
6 months prior to July 9th
2009
1.0968 +14.0%
12 months prior to July 9th
2009
1.0390 +20.3%
Source: Bloomberg
The maximum total Offer, calculated in the event of total adherence to the Offer on
the basis of the total number of shares subject thereto, will amount to € 38,243,095.00.
The bidder is assisted, for the purposes of the Offer, by Banca Akros SpA, acting as financial advisor and
coordinating the collection of signatures, and the law firm Clifford Chance, as a consultant
Legal.
The operation
has
declared
Giovanni Bossi CEO of Banca IFIS -
reflects the lines
Strategic Business Plan 20092011
Banca IFIS provides that the extension of lines
business and services offered. Tuscany Finance operates in a market acyclic, that purchase,
management and recovery of loans receivable due to difficult, especially fiscal and financial, that
Banca IFIS represents a natural extension of the scope of operations. The acquisition of
Tuscany Finance Group has a strong industrial and has many elements of synergy with
the activities of Banca IFIS, focused on financial services and management of working capital
companies. On the other hand, with the entrance into our group, Toscana Finanza in its activities can count
facilià of greater access to financial resources necessary postivo an impact on
growth in size and reddititvità throughout the Group.
We are considering to make available to the subsequent merger of Tuscany
Finance in Banca IFIS, the treasury shares held by Banca IFIS so that the entire operation
has no dilutive effect for existing shareholders of the Bank and at the same time increases our
float. The forecasts also are that the operation has negative impacts on the solvency ratio was
however, to 10.60% at March 31, 2009. "
Sebastien Egon Furstenberg, founder and president of Banca IFIS
commented: "
Are
very satisfied with this first operation of external growth for the bank, a good agreement for
Banca IFIS Finance and Tuscany which together contribute to the growth of a group more
sized that can take advantage of further market opportunities.
I confirm on this occasion, the determination of Banca IFIS to a path of growth, always
within the parameters of quality and compatibility with our business model, together with
willingness to reduce my shareholding at any future transactions of interest
for industrial growth of the Group
Attached, the full communication under Article 102 of the TUF.
Banca IFIS
(ISIN IT0003188064
, Bloomberg IF IM, Reuters Code IF MI), active since 1983 in support
Financial firms, today is the only Italian bank specializing in the financialization of
business loans. Listed on the STAR segment of the Italian Stock Exchange since 2004, Banca IFIS operates in a segment
market with high growth rate, especially in economies like the present, with a unique business model
focused on funding "asset based" which allows easier access to credit. Banca IFIS,
constantly developing new services for their financial support and capital management
assets, allows thousands of enterprises every year to find the answer to their financial needs. In continuous
expansion both in Italy and abroad, the Banca IFIS Group today has 14 branches in Italy, a branch in Paris, a company
subsidiary in Poland (Warsaw), representative offices in Romania (Bucharest) and Hungary (Budapest) and agreements with
more than 200 banks worldwide. Has the most complete and specialized sales network throughout the country,
with more than 80 dedicated and trained in-house, which guarantees the local benefit of a relationship
direct and personal with the more than 2,500 enterprises. At 31/12/2008, the turnover (value of receivables managed) equaled
3.2 billion euros, with a weighted average growth rate of 23.8% annually since 1998. The operating income 67.7
million euros, net profit to 22.8 million, the loans / total loans 1, 0%.
Press Contact:
Weber Shandwick | Advisory
George Catalano +39 334 6969275
gcatalano@advisorywebershandwick.it
Dear
National Commission for Securities and Exchange
Piazza GB Martini, 3
00198 Rome
Milan, July 9, 2009
NOTICE TO ARTICLE 102 OF LEGISLATIVE DECREE N. 58
OF 24 FEBRUARY 1998, AS AMENDED AND INTEGRATED
Banca IFIS SpA ("
Banca IFIS "or '" Bidder
") Announces, pursuant to and for the purposes of
Article 102 of Legislative Decree n. 58 of 24 February 1998, as amended
and supplemented (the "
Consolidated Law on Finance "or" CFA
"), The promotion of a public
the voluntary (l '"
Offer
") On all ordinary shares of Tuscany Finance
SpA ("
Toscana Finanza "or '" Issuer
"), Finance company under Article 106 of Decree
Law no. 385 of 1 September
TUB "), the p
We summarize below the terms and content of the Offer, as well as the scope and methods
Regulation
Issuers
"), And that will be made available when and as required by law (the"
Document
Offer
LEGAL REQUIREMENTS
The Offer is a voluntary public offer concerning the total number of ordinary shares
Issuer, instituted in accordance with Articles 102 and 106, paragraph 4 of the Consolidated Law on Finance,
and - until the entry into force of regulations and implementing rules to be issued on
basis of the provisions of D. Decree 19 November 2007, n. 229 - of the applicable provisions of
implementation contained in the Issuers' Regulations.
At the date of this notice (the
"), The Offeror does not hold shares
Issuer.
- 2 -
He noted that on July 9, 2009, the Offeror, Next Srl ("
Next "), Finross SpA (" Finross
"), LaSignora Serenella Bettini ("
"), Mr. Mario Deaf - husband of Mrs. Serenella Bettini, in
regime of community of property with the same - Mr. Andrea Manganelli, the sole member of the Next
Batons "), and Mr. Henry Rossetti, have signed a framework agreement (the '"
Agreement
Picture
") With - among others - subject to the obligation on the part of Next, Finross and Bettini, to join
Offer with all the n. Total of 20,223,349 shares of the Issuer held by them,
representing 66.10% of the share capital of the Issuer (the "
Participation
The Framework Agreement also governs the
corporate governance
: (I) of society in favor of which,
Following the proposed merger of the Issuer nell'Offerente best described
below (the "
Fusion
"), Will be completed the spin-off of assets and liabilities of the Issuer, and
(Ii) pending completion of the Merger, the Issuer.
It should be noted that over the last 12 months and Next Finross have made purchases of shares
Issuer at prices below the offer price and quantities of, respectively, at
0.2255% and 0.3994% of share capital. In the same period, however, the member
Bettini did not buy any shares of the Issuer.
.
ESSENTIAL ELEMENTS OF THE OFFER
2.1
Subjects participating in the operation
(A)
Bidder
Banca IFIS is a limited company with registered offices in Mestre (Venice), by the Novotel n. 63,
tax code and registration number with the Register of Enterprises of Venice 02505630109,
registered number of Banks 5508.
At the date of this Notice, the capital of Banca IFIS is equal to Euro
34,299,932.00, divided into n. 34,299,932 ordinary shares, par value of each
€ 1.00.
From November 29, 2004, ordinary shares of the Offeror are listed on the Electronic
Equity ("
MTA "), STAR segment, organized and managed by Borsa Italian SpA ("
Italian Stock Exchange
"). The passage on the Star came after a year of listing on the MTA;
previously, the shares were listed on the Mercato Ristretto Offeror Italian Stock Exchange.
From the information communicated under Article 120 of the TUF, as published on the site
www.consob.it Internet, individuals who own, directly or indirectly, shares carrying
voting rights in excess of 2% of the share capital of the Offeror are as follows:
- 3 -
Declarant% stake in Direct shareholder of tenure
FURSTENBERG
FURSTENBERG
The Cliff
SpA: 62.180
Property
62,221 Furstenberg
Sebastien Egon:
0.041
Property
INTESA SANPAOLO
SPA
Savings bank
Veneto SpA:
4.179
Pledge
Bank Fiedeuram
SpA: 0.005
Pledge
Intesa Sanpaolo
SpA: 0.065
Pledge
4,284
Intesa Sanpaolo
SpA: 0.035
Property
ALCHEMY SPA 4,256
(1)
Alchemy Properties SpA
Riccardo Preve 2,012
Construction Preve
SpA
Property
BOSSI JOHN Giovanni Bossi 2,530 Properties
(1)
The right to vote on such action is attributed to Savings Bank of Veneto SpA
Please note that the Bank holds Ifis n. 1,715,656 shares, representing 5.002% of capital
Social thereof.
He also noted that Mr. Sebastien Egon Furstenberg, by virtue of participation by
the same directly and indirectly held a total stake in Bank
Ifis exercises the right of the tenderer in accordance with Article 93 of the CFA.
(B)
Issuer
Toscana Finanza is a limited company with registered offices in Florence, Giambologna No way.
2 / R, tax code and the Companies Register of Florence 03906680487.
According to information available to the public, the share capital subscribed and paid-up
Toscana Finanza the date of this communication is Euro 3,059,447.60,
divided into n. 30,594,476 ordinary shares of par value Euro 0.10 each.
The ordinary shares are traded on the MTA Finance Tuscany.
Bylaws of Tuscany Finance shows that the extraordinary shareholders' meeting,
Meeting held on November 6, 2006, assigned to the Board of Directors of the Issuer
the right, under Article 2443 of the Civil Code, to increase the share paid
of the company to the exclusion of option rights 2441, fifth and
eighth paragraph of the Civil Code, in separable form and in one or more times, for the period
five years from the date of the resolution, up to a maximum of € 150,000 in value
Rated by issuing up. 1,500,000 new ordinary shares to be offered
- 4 -
subscription by the employees, officers and directors of the Issuer and its subsidiaries, by
identified by the Board on the basis of one or more regulations
implementation of the plan
stock options
. To the extent known to the Offeror, is not the intention of
Board of Directors of the Issuer to comply with the above-mentioned may
responsibility for the entire period between the date of this Notice and the date of
Closing of the Offer Acceptance Period, as defined below.
From the information communicated under Article 120 of the TUF, as published on the site
www.consob.it Internet, individuals who own, directly or indirectly, shares carrying
voting rights in excess of 2% of the share capital of the Issuer are as follows:
Declarant% stake in Direct shareholder of tenure
SRL Ltd Sevian 2,027 Sevian Header
for others
OYSTER SICAV 2,024 Oyster Company Properties
ROSSETTI EDWARD Finross SpA 7,058 Properties
MANGANELLI
ANDREA
47,963
Next Properties Ltd
SOFIR COMPANY '
TRUST AND
REVIEW SRL
2,124
Sofir Company
Trust and
Revision Srl
Property
TACOLI LAMBERTO 2,220
Tables
Lambert
Property
BETTINI SERENELLA 11,080
Bettini
Serenella
Property
INSURANCE
GENERAL SPA
2,099
Taurus
Insurance
SpA
Property
At the date of this Notice, the Issuer owns no. 499,715 shares, equal to
about 1, 63% of their capital. To the extent known Offeror, such
shares are fully subscribed and paid, are freely transferable - even by
eventual acceptance of the Offer - are not encumbered or charges of any kind and are
free of liens, usufructs or rights in favor of third parties.
No person shall exercise control on the Issuer pursuant to Article 93 of the CFA. It should be noted,
however, that in the prospectus for admission to trading on the MTA
No. 3,444,476 ordinary shares of the Issuer filed with Consob on Aug. 6, 2008, the
Mr. Manganelli claimed to indirectly exercise a dominant influence
Issuer, configurable as a de facto control of the same.
(C)
Intermediaries responsible for the collection of acceptances of the Offer
Banca Akros SpA is responsible for coordinating the collection of applications.
- 5 -
2.2
Financial instruments subject to the Offer
The Offer of n. 30,594,476 ordinary shares of Toscana Finanza - including no.
499,715 shares, equal to about 1, 63% of the Issuer's share capital - the value
value of Euro 0.10 each (each action, individually, a "
Action
"And,
collectively, the "
Actions
"), Representing 100% of the share capital.
The above actions represent the totality of the capital subscribed and paid
Issuer on the date of this Notice.
The number of actions may vary decrease in the event that the Offeror acquired
additional shares of the Issuer outside the Offer, subject to the provisions of Article 41,
second paragraph of Article. b) and Article 42, second paragraph, of the Issuers.
2.3
Unit price and total value of the Offer
For each Share Issuer that will be brought to the Offer will be paid
fee of € 1.25 (the "
Offer Price
"). Payment of the Offer Price will be
made in cash and is net of stamp duty, charges, fees and commissions that
will be borne by the Offeror.
The Consideration, in particular, expresses a discount of about 0.6% compared to the price
Closing stock as of July 9, 2009, amounting to 1.2571, and the following
premiums / discounts over the weighted average of official prices of the reference period under
considered:
Time Weighted Average
Official Prices Prix (+) / Discount (-)
One month prior to July 9th
2009
1.2982 to 3.7%
Three months prior to July 9th
2009
1.1609 +7.7%
6 months prior to July 9th
2009
1.0968 +14.0%
12 months prior to July 9th
2009
1.0390 +20.3%
Source: Bloomberg
The maximum total Offer, calculated in the event of a total membership
Offer based on the number of Shares subject to the same, amounts to Euro 38,243,095.00.
2.4
Terms
2.4.1
Conditions for performing the Offer
The approval of the Offer Document and, consequently, the performance
Offer is subject to the same issue the necessary authorizations from the
- 6 -
Bank of Italy for the acquisition of control of the Issuer, under Articles
53 and 67 of the CBA.
Under Article 102, paragraph 4, of the CFA, it is expected that the Commission
National Companies and the Stock Exchange ("
Consob
") Approve the Offer Document before
five days after notification of the above permissions.
2.4.2
Conditions of Tender Offer
Notwithstanding the foregoing, the Tender Offer is conditional upon the occurrence of
each of the following events ("
Conditions of Tender Offer
"):
(I)
to the achievement by the Offeror of holding at least equal to
66.67% of the share capital of the Issuer;
(Ii)
to issue the necessary authorizations from the Bank of Italy for
the acquisition of control of the Issuer, pursuant to Articles 53 and 67 of the Banking Law
(See paragraph 2.4.1 above).
The Offeror may waive or modify the terms at any time in its
discretion, in whole or in part, if possible under the law and the limits and
in the manner prescribed by Article 43 of the Issuers, the Condition
effectiveness of the Offer referred to in clause (i) above.
2.5
Duration of the Offer
Under Article 40 of the Issuers, the acceptance period will be agreed with
Italian Stock Exchange between a minimum of twenty-five and a maximum of forty trading days (the
"
").
The Bidder submits a request to the Bank of Italy in order to obtain authorization to acquire
a controlling interest in the Issuer, taking into account the actions to be taken to
the Offer and the Issuer's shares that will eventually be purchased
outside the Offer by the Offeror prior to the date of payment of the Consideration in
accordance with applicable law.
4.
AIMS 'OPERATION
The Offer is for the acquisition by Banca IFIS, the entire share capital of Tuscany
Finance and the subsequent
Issuer's shares by the MTA.
- 7 -
The Offeror intends to consolidate and reinforce the shareholders of Tuscany Finance and obtain
subsequent delisting of the Issuer's shares through the exercise by the MTA
obligations and / or the right of purchase pursuant to Articles 108 and 111 of the Consolidated, to follow -
Also in the case where a result of the Offer should not be reached the thresholds are relevant for the
purposes of those laws - the Offeror intends to refine the Merger, with
contextual Separation of all assets and liabilities transferred to Tuscany in favor of Finance
Fast Finance SpA (the "
New TF ") owned 100% by the Issuer (the" Separation
").
Please refer to the most detailed below in paragraph 6.1 in relation to transactions that
Offeror intends to put in place after the Offer.
5.
OBLIGATION TO PURCHASE - PURCHASE OF RIGHT
5.1
Purchase obligation under Article 108, paragraph 2 of the Consolidated Law on Finance
In the event that, following the Offer, the Offeror was to hold a stake
between 90% and 95% of the Issuer's share capital subscribed and paid up
end of the Acceptance Period, taking into account the shares held by the Offeror as a result
of acceptances of the Offer and any shares purchased outside the Offer
same in accordance with the provisions of Article 41, second paragraph, letter. b) and
Article 42, second paragraph, of the Issuers, the Bidder declares from now
its intention not to return a float sufficient to ensure the smooth
progress of negotiations, in accordance with Article 108, paragraph 2, of the TUF.
The Offeror will, therefore, the obligation to purchase the remaining Shares to any applicant, to
Article 108, paragraph 2, of the TUF. The Consideration, if the Offeror to acquire
Following the Offer Shares representing not less than 90% of the share capital with voting rights
included in the Offer, will be equal to the Offer. Unlike the consideration will be
determined by Consob pursuant to Article 108, paragraph 4 of the Consolidated Law on Finance.
It should be noted that, following the occurrence of the obligation to purchase, under
Article 108, paragraph 2 of the Consolidated Law on Finance, the Italian Stock Exchange - in accordance with Article
2.5.1, paragraph 9 of the Regulation for markets organized and managed by the Italian Stock Exchange, adopted
Assembly of the Italian Stock Exchange on 6 June 2008 and approved by Consob with resolution no.
16615 of September 9, 2008, as amended and supplemented (the "
Regulation
Stock Market
") - Will have to withdraw from the MTA of all shares of the Issuer in
service with effect from the trading day following the last day of payment
of the Consideration, except as provided in section 5.2 below.
Therefore, as a result of compulsory purchase in accordance with Article 108, paragraph
2 of the Consolidated Law on Finance, and except as provided in section 5.2 below, the
holders of the Shares, which may decide not to accept the Offer and which do not
require the Offeror to purchase such Shares pursuant to Article 108, paragraph 2 of the Consolidated
Finance Act, shall be entitled to financial instruments not traded on any market
regulated, with possible consequent difficulties in the future to liquidate its
investment.
- 8 -
5.2
Purchase obligation under Article 108, paragraph 1 of the Consolidated Law on Finance and the right to
purchase Former Article 111 of the Consolidated Law on Finance
In the event that, following the Offer or of compulsory purchase under
Article 108, paragraph 2 of the Consolidated Law on Finance, referred to in paragraph 5.1 above,
the Offeror was to hold a stake of at least 95% of share capital
Issuer's subscribed and paid at the end of the Acceptance Period, subject to the
shares held by the Offeror as a result of acceptances of the Offer and actions
may be purchased outside the Offer in respect thereof as provided
Article 41, second paragraph, letter. b) and Article 42, second paragraph, of Regulation
Issuers will apply the provisions of Articles 108, paragraph 1, and 111 of
Consolidated Law on Finance and, therefore, the Offeror states right now that will exercise the right to
purchase, under Article 111 of the TUF, fulfilling simultaneously with a single
procedure - in ways that will be agreed with Consob and the Italian Stock Exchange - the obligation
Issuer to purchase the remaining shares by shareholders who so request, in accordance
Article 108, paragraph 1 of the Consolidated Law on Finance.
The purchase right shall be exercised as soon as possible and in any event within three months from
completion of the Offer by depositing the purchase price for the remaining shares at a
bank will be charged for this purpose, the consideration will be established under the provisions of
Article 108, paragraphs 3 and 4 of TUF.
It should be noted, finally, if it were satisfied that the conditions laid down in Article 111 of the Consolidated
of Finance, the Issuer's shares will be suspended and / or delisted under
Article 2.5.1, paragraph 9 of the Stock Exchange Regulations, taking into account the timing of
the exercise of the right to purchase.
6.
DO NEXT OFFERING
6.1
Melting and subsequent
Then the Offer or the eventual fulfillment of the obligations under Article 108,
Sections 1 and 2 of the CFA and / or exercise of the right to purchase, pursuant to Article 111 of the TUF
the Offeror, the Offeror is the intention, subject to the limits and in accordance with
regulatory provisions applicable to the Merger with the simultaneous Hive.
Moreover, following the Separation, is expected to be approved by the shareholders of New
TF a capital increase amounting to Euro 4,000,000.00 (l '"
Capital Increase
New TF
") Reserved for Next, Finross and Bettini and / or Andrea Manganelli and Henry Rossetti (the
"
Shareholders ") in order to allow shareholders to reinvest in new TF (l '" Investment
").
- 9 -
It should be noted, finally, that under the Framework Agreement, after the Investment is expected
that:
-
for the duration of the Agreement Qaudro, Shareholders appoint 3 members of the Board of
Directors of New TF to a total of 7 members, it being understood that the office of
Chairman of the Board of Directors will be covered by Mr. Andrea Manganelli and
that Mrs. Serenella Bettini and Mr. Henry will play the position of Rossetti
Chief Executive Officer;
-
Shareholders are restricted to an incentive plan under which the same will
right to receive - at the end of the period of the Framework Agreement or to
occurrence of certain events - a sum equal to the Investment, plus
interest, in addition to a further sum the amount of which will depend on the achievement of
specific business goals (and not individual).
6.2
Right of withdrawal in case of merger
Using the assumptions set out in Article 2437 of the Civil Code, for shareholders
Issuer absent, abstaining or dissenting with respect to the shareholder resolution
Approval of the Merger will rise to the right to withdraw all or part of their shares.
In such cases: (a) the effectiveness of the right of withdrawal will be conditional upon
effectiveness of the Merger, (b) the liquidation value of the shares of the Issuer under
withdrawal, in accordance with Article 2437 -
ter
Third paragraph of the Civil Code, will be -
where the Issuer would still be listed - the result of arithmetic mean prices
closing of the Issuer's shares in the six months preceding the date of publication of
convening the extraordinary meeting convened to vote on the Merger, and (c)
Issuer's shareholders who have exercised their right of withdrawal will receive payment of
liquidation value of the shares covered by the withdrawal after the effective date of
the Merger.
7.
METHOD 'OF FINANCE AND PERFORMANCE GUARANTEES
7.1
Financing conditions of the Offer
The maximum total financial commitment of the Offeror in relation to the payment of
Amount of Shares that may be brought to the Offer will be equal to
total of € 38,243,095.00
availability.
- 10 -
The Offeren own that are already in its
7.2
Guarantees of due performance
To guarantee the correct fulfillment of payment of the Consideration,
the Offeror will deposit into a special escrow account the amount required to pay to
of members of the Offer Consideration, up to of the maximum.
8.
MARKETS ON WHICH 'PROMOTED OFFER
The Offer is made exclusively in Italy, as the Shares are listed only on the MTA
and is aimed at equal terms to all holders of ordinary shares of the Issuer.
The Offer will not be made directly or indirectly, in the United States of America,
Australia, Canada, Japan or another country where such offer is not permitted without
authorization of the competent authorities.
The acceptance of the Offer by persons resident in countries other than Italy can be
subject to specific obligations or restrictions set forth by law or regulation. It
Offer recipients sole responsibility of verifying the existence and applicability of these
provisions addressing its consultants and comply with them before
accession to the Offer.
9.
CONSULENTI DELL'OPERAZIONE
L'Offerente è assistito, ai fini dell'Offerta, da Banca Akros SpA, in qualità di consulente
finanziario, e dallo studio legale Clifford Chance, in qualità di consulente legale
delisting
AUTORIZZAZIONIPeriodo di Adesione
Communication
di finanziamento previste nell'ambito dell'Offerta medesima.
Per una compiuta descrizione e valutazione dell'Offerta, si rinvia al documento di offerta che sarà
predisposto sulla base dello schema n. 2 dell'Allegato 2 al regolamento di attuazione del Testo Unico
della Finanza concernente la disciplina degli emittenti, adottato dalla Consob con delibera n. 11971 del
14 maggio 1999, come successivamente modificato ed integrato e ad oggi vigente.
