SPINDOX.IT
SPINDOX.IT

Admission Document

“The admission document published in this section of the website (the “Admission Document”) was drawn up by Spindox S.p.A. (the “Company”) for the purposes of admission to trading of financial instruments called “SPINDOX S.p.A. 4.50% 2019 – 2025” (ISIN IT0005366932) and “SPINDOX S.p.A. 5.20% 2019 – 2024” (ISIN IT0005367997) (the “Bonds”) on the Professional Segment (ExtraMOT PRO) of the ExtraMOT Market operated by Borsa Italiana S.p.A.

Consob and Borsa Italiana have not examined or approved the content of this Admission Document. There will be no public offering of the Bonds or any other financial instrument of the Company either in Italy or in any foreign country. The Admission Document therefore does not constitute an offer prospectus, nor an investment proposal or an invitation to subscribe or purchase financial instruments either in Italy or in any other country in which such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. The offer of the Bonds was reserved exclusively for individuals who fall into the category of professional customers (by right or upon request) pursuant to the Intermediaries Regulation adopted with Consob resolution no. 20307 of 15 February 2018, as subsequently amended and supplemented. The offer of the Bonds has not been submitted to the approval of CONSOB or any other competent authority in Italy or abroad pursuant to the applicable legislation and, therefore, the Bonds may be offered, sold or distributed in Italy and in other countries members of the European Economic Area that have implemented Directive 2003/71/EC (“Prospectus Directive”), exclusively under the regime of exemption from the application of the provisions of the law and regulations on the subject of public offerings. The Bonds may not be offered or sold in Italy, the United States or any other jurisdiction without registration pursuant to the applicable provisions or an exemption from the obligation to register pursuant to the applicable provisions.

This section of the website, the Admission Document and any other information contained in the following pages are accessible only by individuals who: (i) are resident in Italy and who are neither domiciled nor in any case currently located in the United States of America, Australia, Japan, Canada as well as in any other country where the dissemination of the Admission Document and/or of such information requires the approval of the competent local Authorities or is in violation of local rules or regulations (“Other Countries”); and (ii) are not “U.S. Person”, according to the definition contained in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they subjects who act on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration envisaged pursuant to the United States Securities Act and applicable law.

At the “U.S. Person” in the sense indicated above, any possibility of accessing this section of the website, downloading, storing and/or saving the Admission Document temporarily or permanently and any other information contained in this section of the website is precluded. The information contained in this section of the website may not be copied or forwarded. For no reason and under no circumstances is it 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 find themselves in the conditions referred to in points (i) and (ii) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada or in the Other Countries.

The information contained on this website (or on any other site to which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activity in relation to the Obligations to any citizen or person resident in the United States, in Australia, Japan, Canada or in Other Countries. Further, the Notes of the Company are not, and will not be, registered under the United States Securities Act of 1993, as amended, 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 the aforementioned registration or express exemption from this requirement, or in Australia, Japan, Canada or in Other Countries.

Regulation S of the United States Securities Act of 1933, as subsequently amended, defines what “U.S. Person“: (a) any natural person resident in the United States; (b) the “partnerships” and “corporations” established and organized according to the laws in force in the United States; (c) any property whose directors or managers are a “U.S. person“; (d) trusts whose trustee is a “U.S. person“; (e) any agency, branch or branch of any person located in the United States; (f) non-discretionary accounts (“non-discretionary accounts“); (g) other similar accounts (other than estates or trusts), managed or held in trust for the account or benefit of a “U.S. person“; (h) “partnerships” and “corporations” if (i) established and organized under the laws of any foreign jurisdiction; and (ii) consisting of a “U.S. Person” with the principal objective of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless organized or organized and owned by accredited investors (as defined in Rule 501(a) of the United States States Securities Act of 1933) that are not individuals, estates or trusts.

To access this section of the website, 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 not domiciled nor am I currently in the United States of America, in Australia, Japan, Canada or Other Countries and that you are not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.