Piovan S.p.A.
PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND RESTRICTIONS RELATING TO THE ACCESS TO THE DOCUMENTS CONTAINED IN THIS SECTION OF THE WEBSITE
With reference to the mandatory totalitarian tender offer (offerta pubblica di acquisto obbligatoria totalitaria) (the “Offer”’) over the ordinary shares (the “Shares”) of Piovan S.p.A. (the “Issuer”), promoted by Automation Systems S.p.A. (the “Offeror”) pursuant to Articles 102 and 106, paragraph 1, of Legislative Decree 58/1998 and communicated to the market on January 28, 2025, the following is specified.
The Offer is being launched exclusively in Italy, as the Shares are listed exclusively on the Euronext STAR Milan market, organized and managed by Borsa Italiana S.p.A.; it is addressed, without discrimination and on equal terms, to all the shareholders of the Issuer and, except as indicated below, it is subject to the disclosure obligations and procedural requirements provided for under Italian law.
In particular, the Offer will be launched by means of the publication of an offer document subject to the approval of the Italian supervisory financial authority (Commissione Nazionale per le Società e la Borsa - CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms and conditions of acceptance. Before accepting the Offer, the Issuer's shareholders are recommended to carefully read the documents concerning the Offer published pursuant to the applicable law.
The Offer has not been, and will not be, launched nor disseminated, directly or indirectly, in the United States of America (or directed to “U.S. Persons” as defined under the U.S. Securities Act of 1933, as amended), in Australia, in Canada, in Japan, or in any other country in which the Offer is not permitted in the absence of authorization by the competent local authorities or is in violation of rules or regulations (collectively, the “Excluded Countries”) nor by using the means of communication or international commerce of the Excluded Countries (including, without limitation, the postal system, telefax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Excluded Countries, nor in any other manner.
The acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Offer to comply with such provisions and, therefore, such persons shall verify their existence and applicability by contacting their advisors and complying with such provisions prior to accepting the Offer. The Offeror shall not be held liable for any breach by any person of any of the foregoing limitations.
No copy of the Offer Document, nor any portion thereof, as well as copies of any documents relating to the Offer and other information contained in this section of the website will be, nor may be, sent, transmitted or distributed, directly or indirectly, – in any manner whatsoever – to or from any Excluded Country. Any person receiving such documents shall not send, transmit or distribute – either by post or by any other means or instrument of communication or international commerce – the same to or from any Excluded Country. Any acceptance of the Offer as a result of solicitation activities carried out in violation of the above limitations will not be accepted.
This section of the website as well as the documents and/or information contained herein do not constitute, nor may they be interpreted as, an offer, invitation or solicitation to buy or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments of the Issuer in the Excluded Countries. No securities may be offered or sold in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of such countries or in derogation thereof.
Any person wishing to access this section of the website and to examine the Offer Document and the other documents published therein must carefully read and be fully aware of the above. Prior to the commencement of the Offer period, in accordance with applicable regulations, the Offeror will publish the Offer Document, which shareholders of the Issuer should carefully review.
By selecting the “ACCEPT” button you represent and warrant – under your own full responsibility – that you are not a “US Person”, that you are not physically located nor resident of the Excluded Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.
