Investor relations

To gain access to the admission document (the “Admission Document”), visitors are required to read and accept the information set out below, which must be given careful consideration before the information provided hereinafter is perused, accessed, utilized or in indeed processed in whatever manner. By accessing the section containing the Admission Document of this website, the visitor agrees to be bound by the terms and conditions set out below, which may be amended or updated at a later date and consequently must be read in full every time the aforementioned section of this website is accessed.

The Admission Document has been prepared, in accordance with the rules applicable to issuers of the multilateral trading system, organized and managed by Borsa Italiana S.p.A., “Euronext Growth Milan” (the “Euronext Growth Milan Issuer Rule Book”), for the purpose of admitting ordinary shares (the “Shares”) in ESPE S.p.A. (the “Company”) on the selfsame multilateral trading system.

The Admission Document and the transaction described therein, likewise any other information contained in the document, do not constitute a “public offer” of financial instruments — as defined in Italian Legislative Decree n° 58 of 24 February 1998, as subsequently amended and supplemented (the “TUF”) — and consequently it is not necessary to prepare a prospectus as specified under the provisions of Regulation (EU) 2017/1129 and of Commission Delegated Regulation (EU) 2019/980, except as required by the Euronext Growth Milan Issuer Rule Book.

The Admission Document therefore does not constitute a prospectus within the meaning of the above noted legislation and its publication does not have to be authorized by CONSOB as indicated in Regulation (EU) 2017/1129 or any other rule or regulation governing the drafting and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the issuer regulations adopted by CONSOB under resolution 11971 of 14 May 1999, as subsequently amended and supplemented.

The information contained in the section of this website about to be accessed is made public in accordance with the provisions of the Euronext Growth Milan Issuer Rule Book, articles 17 and 26.

The information contained in the aforementioned section of this website and in the Admission Document cannot be copied or forwarded and is made accessible only to persons who are: (a) residing in Italy and not currently domiciled or otherwise located in the United States of America, Australia, Japan, Canada or any other country in which the public disclosure of the Admission Document and/or the above mentioned information requires the approval of the competent local authorities or is in breach of local rules or regulations (the “Other Countries”), and (b) neither “U.S. Persons” as that term is defined in Regulation S of the United States Securities Act of 1933, as amended, nor persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption from registration as prescribed by the United States Securities Act of 1933, as amended, and regulations currently in force.

“U.S. Persons” within the meaning indicated above are precluded from accessing the aforementioned section of this website and from downloading, storing and/or temporarily or permanently saving the Admission Document and any other information contained in that section of the selfsame website.

For no reason and under no circumstances is it permitted, directly or through third parties, to circulate the Admission Document or any other information contained in the relevant section of this website outside Italy, in particular in the United States, Australia, Japan, Canada or in Other Countries, nor is it permitted to divulge the Admission Document to a “U.S. Person” within the meaning indicated above. Non-observance of the foregoing provision could result in a breach of the United States Securities Act of 1933, as amended subsequently, or of applicable law in other jurisdictions. The information contained in this website (or in any other website with which this website may have hypertext links) does not constitute an offer, invitation to offer or promotional activity regarding shares, addressed to any citizen or entity residing in Canada, Australia, Japan or the United States of America or in one of the Other Countries.

The Shares are not and will not be registered, within the meaning stated in the United States Securities Act of 1933, as amended subsequently, with any regulatory authority of any state or other jurisdiction of the United States of America, and cannot be sold or offered for sale in the United States of America or to or on behalf or for the benefit of a “U.S. Person”, within the meaning indicated above, in the absence of any such registration or of express exemption from compliance in this regard, or in other countries where the offering of shares is restricted under current regulations.

Under Regulation S of the United States Securities Act of 1933, as amended subsequently, a “U.S. Person” is defined as: (1) any natural person residing in the United States; (2) “partnerships” and “corporations” incorporated and organized under the laws of the United States; (3) any property of which the directors or managers are a “U.S. Person”; (4) any trust or estate where a “U.S. Person“ acts as trustee or executor; (5) any agency, branch, or subsidiary of an entity based in the United States; (6) non-discretionary accounts; (7) other similar accounts (other than property or trusts) managed or administered on behalf 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) incorporated by a “U.S. Person“ for the principal purpose of investing in securities not registered under the terms of the United States Securities Act of 1933, as amended subsequently, unless incorporated or organized and owned by accredited investors (as defined under Rule 501(a) of the United States Securities Act of 1933, as amended subsequently) who are not natural persons, estates or trusts.

I hereby declare under my full responsibility, for the purposes of accessing the Admission Document and the relevant section of this website, and any other information contained in the following pages, that I am a resident of Italy and that I am not domiciled or located currently in the United States of America, Australia, Japan, Canada or in 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 amended subsequently.