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Admission document
In order to access the admission document (the Admission Document), you are required to read and accept the information notice provided below. Please therefore read it carefully, giving due consideration to the information provided before accessing, reading, using, or processing in any other way the said document. By accessing the section of this website containing the Admission Document, you agree to the terms and conditions set out below, which may be amended or updated at a later date and, therefore, must be read in full each time you access the aforesaid section of this website.
The Admission Document has been drawn up, pursuant to the regulations (the Euronext Growth Milan Issuers’ Regulations) applicable to issuers of the “Euronext Growth Milan” multilateral trading facility (organised and managed by Borsa Italiana S.p.A.) for the purposes of admission of ordinary shares (the Shares) in Lindbergh S.p.A. (the Company) for trading on the said multilateral trading facility.
The Admission Document and the transaction described therein, as well as any other information contained therein, do not constitute a public offering of financial securities – as defined in Italian Legislative Decree n. 58 dated 24 February 1998, as subsequently amended and supplemented (Italian Consolidated Law on Finance) – therefore there is no need to draft a prospectus according to provisions set out in European Regulation n. 1129/2017 and the European Delegated Regulation n. 980/2019, except in the cases stated by the Euronext Growth Milan Issuers’ Regulations.
The Admission Document therefore does not constitute a prospectus pursuant to the aforesaid regulation and the publication of the said document does not require authorisation by CONSOB pursuant to European Regulation n. 1129/2017 or any other rule or regulation governing the drafting and publication of information prospectuses pursuant to Articles 94 and 113 of Italian Consolidated Law on Finance, including the issuers’ Regulations adopted by CONSOB with resolution n. 11971 dated 14 May 1999, as subsequently amended and supplemented.
The information contained in the section of this website that you are about to access is disseminated in accordance with the provisions of Articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulations.
The information contained in the aforesaid section of this website and in the Admission Document may not be copied or forwarded and may only be accessed by persons who: (a) are residents in Italy and do not have domicile nor are currently located in the United States of America, Australia, Japan, Canada, or any other country in which the dissemination of the Admission Document and/or the aforesaid information requires approval by the competent local authorities or breaches local laws or regulations (“Other Countries”),and (b) are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are acting on behalf of the said persons or for their benefit without the existence of a specific registration or a specific exemption from registration provided for under the United States Securities Act of 1933, as subsequently amended, and other applicable legislation.
All “U.S. Persons” as per the definition stated above are hereby precluded from accessing the aforesaid section of this website and from downloading, storing, and/or temporarily or permanently saving the Admission Document and any other information contained in the said section of this website.
For no reason and under no circumstances may the Admission Document and any other information contained in the relevant section of this website circulate, directly or through third parties, outside of Italy, in particular in the United States, Australia, Japan, Canada or Other Countries, nor may the Admission Document be given to a “U.S. Person” as per the definition stated above. Failure to comply with this provision may result in a breach of the United States Securities Act of 1933, as subsequently amended, or of legislation applicable in other jurisdictions.
The information contained in this website (or any other website to which this website is hyperlinked) does not constitute an offer, invitation to offer, or promotional activity relating to the Shares addressed to any citizen or resident of Canada, Australia, Japan, or the United States of America or any of the Other Countries.
The Shares have not been and will not be registered under the United States Securities Act of 1933, as subsequently amended, or with any regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America or to, or for the account or benefit of, a “U.S. Person”, defined as stated above, if there is no such registration or in the event of express exemption from such registration or in any other country in which the offering of Shares is restricted by applicable law.
Regulation S under the United States Securities Act of 1933, as subsequently amended, defines a “U.S. Person” as follows: (1) any natural person resident in the United States; (2) any partnership or corporation organised or incorporated under the laws of the US; (3) any estate of which any executor or administrator is a U.S. Person; (4) any trust of which any trustee is a U.S. Person; (5) any agency or branch of a foreign entity located in the United States; (6) any non-discretionary accounts; (7) any similar accounts (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (8) any partnership or corporation if (i) organised or incorporated under the laws of any non-US jurisdiction; and if (ii) formed by a U.S. Person” principally for the purpose of investing in securities not registered under the US Securities Act of 1933 as subsequently amended, unless they are incorporated or organised and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933, as subsequently amended) who are not natural persons, estates or trusts.
To access the Admission Document and the relevant section of this 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 do not have domicile nor am I currently located in the United States of America, Australia, Japan, Canada, or any of 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 subsequently amended.