|
Extraordinary operations
IMPORTANT
Please read carefully
Voluntary Public Tender Offer (the "Offer") by Benefit S.p.A. (the "Offeror") over maximum n.7.766.316 ordinary shares (the "Shares") issued by Mirato S.p.A. (the "Issuer"), pursuant to Article 102 and following, of Legislative Decree 24 February 1998 No. 58.
The Offer has been and is being made exclusively in Italy, given that the Shares are traded only on the Italian Stock Exchange, and is addressed, on the same terms and conditions, to any ordinary shareholders of the Issuer different from the Offeror and from Offeror’s shareholders. In any event, the Offer has not been and is not made or communicated in the United States of America, Canada, Japan and Australia nor in any other country where the Offer is unlawful without specific authorizations by the competent authorities (jointly, the "Excluded Countries"), nor by means of postal services nor any other means of communication or international commerce of the Excluded Countries (including, for example, the mail, the fax, the telefax, the e-mail, the telephone and the Internet), nor through any domestic securities market of the Excluded Countries, nor in any other way.
Accordingly, the Offer does not constitute an offer of, or the solicitation of any offer to subscribe for or buy, any securities to or from any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.
As a consequence, copy of the offer document (the “Offer Document”), as well as copies of any other document issued or to be issued by the Offeror in relation to the Offer, are not and should not be sent or in any way transmitted nor distributed, in or to the Excluded Countries. Whoever receives the Offer Document (including, for example, financial institutions, depositaries, custodians, fiduciary entities and trustees) may not distribute and send it (including by mail or by e-mail), directly or indirectly, to the Excluded Countries nor use the postal services and any other similar means in connection with the Offer. Whoever is in possession of the above mentioned documents should not distribute, send or mail them, directly or indirectly, in the Excluded Countries and should also not use any communication or international trade means of any nature of the Excluded Countries for any scope related to the Offer. The Offer Document does not constitute (and should not be interpreted as constituting), a valid offer addressed to or directed at any national, resident, citizen of, or person located in, the Excluded Countries. The acceptance of the Offer by any national, resident, citizen of, or person located in, the Excluded Countries could be subject to specific legal or regulatory obligations or restrictions. It is the exclusive responsibility of the addressees of the Offer to comply to such obligations and restrictions and therefore, before accepting the Offer, to verify their existence and applicability by seeking their own legal, financial or tax advice, as applicable. Only acceptances made in compliance with the above mentioned limitations will be accepted.
Whoever intends to access to the Offer Document should read carefully the above and declare and guarantee that he or she is not a national, resident, citizen of, or person located in, the United States of America, Canada, Japan and Australia nor in any other Excluded Countries and that he or she has fully read, understood and accepted to comply with all above mentioned limitations. |