Disclaimer
IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”), whether received by e-mail or otherwise received as a result of electronic communication, and you are therefore required to read this notice carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accepting the email to which the Tender Offer Memorandum was attached and/or by accessing the Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from AMCO S.p.A. (the “Company”), Morgan Stanley & Co. International plc, Société Générale and UniCredit Bank AG (the “Dealer Managers” and each, a “Dealer Manager”) and/or Morrow Sodali Limited (the “Information and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this notice shall have the meaning given to them in the Tender Offer Memorandum.
NEITHER THIS TENDER OFFER MEMORANDUM NOR THE ELECTRONIC TRANSMISSION THEREOF CONTAINS OR CONSTITUTES AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION UNDER, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) (EACH, A “U.S. PERSON”).
THE TENDER OFFER MEMORANDUM SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM SHOULD ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Invitation (as defined below), you must not be a U.S. person and must be outside the United States and otherwise be able to participate lawfully in the invitation by the Company to holders of the outstanding €1,250,000,000 Senior Preferred Unsecured Notes due 17 July 2023 (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Invitation”) on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the offer and distribution restrictions set out on pages 9 to 11 thereof (the “Offer and Distribution Restrictions”). The Tender Offer Memorandum was sent to you at your request and by accessing the Tender Offer Memorandum you shall be deemed to have represented to the Company, the Dealer Managers and the Information and Tender Agent that:
- you are a holder or a beneficial owner of the Notes;
- neither you nor any beneficial owner of the Notes nor any other person on whose behalf you are acting, either directly or indirectly, is a U.S. person or is located or resident in the United States;
- the electronic mail address that you have given and to which the Tender Offer Memorandum has been delivered is not located in the United States;
- you are otherwise a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Invitation in accordance with applicable laws and regulations, including the Offer and Distribution Restrictions;
- you are not, nor are you acting on behalf of, a Sanctioned Restricted Person (as defined in the Tender Offer Memorandum), provided that this representation shall only apply if and to the extent that it would not result in a violation or breach of, or conflict with, (a) Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); (b) any similar blocking or anti-boycott law of the United Kingdom (including, without limitation, Council Regulation (EC) No 2271/96 as it forms a part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018); or (c) with reference to UniCredit Bank AG and any other party incorporated under the law of Germany only, if and to the extent that it would not result in a violation or breach of, or conflict with Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung) as amended from time to time or any similar applicable anti-boycott statute, law or regulation, as amended from time to time; and
- you consent to delivery of the Tender Offer Memorandum by electronic transmission.
The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Managers, the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate (including parent companies) of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent.
You are also reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws and regulations of the jurisdiction in which you are located or resident or otherwise applicable to you and you may not, nor are you authorised to, deliver the Tender Offer Memorandum, directly or indirectly, to any other person.
Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates (including parent companies) is such a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by such Dealer Manager or such affiliate (including parent companies), as the case may be, on behalf of the Company in such jurisdiction.
The Tender Offer Memorandum and any other documents or materials relating to the Invitation may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 (the “FSMA”) does not apply. Accordingly, such documents or materials and the Tender Offer Memorandum are not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. The communication of documents or materials relating to the Invitation and the Tender Offer Memorandum is only being made to (i) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005 (the “Financial Promotion Order”) or (ii) within Article 43(2) of the Financial Promotion Order, or (ii) to other persons to whom it may otherwise be lawfully communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where such section does not apply (such persons together being “Relevant Persons”). The Tender Offer Memorandum is only available to Relevant Persons and the transactions contemplated herein will be available only to, or engaged in only with, Relevant Persons, and must not be relied or acted upon by persons other than Relevant Persons.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The distribution of the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the United Kingdom, Italy, France and Belgium) may be restricted by law. See “Offer and Distribution Restrictions”. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.