Terms and conditions for access to the Admission Document

In order to access the admission document (the Documento di Ammissione) and to the information contained in this section of the website it is necessary to read and accept the information below, which the reader must carefully evaluate before reading, accessing, using or otherwise treating the information below provided. By accessing the section containing the Admission Document of this website, you agree to be subject to the following terms and conditions, which may later be modified or updated and, therefore, must be read in full every time you access the aforementioned section of this website.     

The Admission Document was drawn up, pursuant to the regulations applicable to the issuers of the multilateral trading system, organized and managed by Borsa Italiana Spa, “Euronext Growth Milan” (the Euronext Growth Milan Issuers’ Regulation), for the purpose of admitting ordinary shares (the Shares) of Misitano & Stracuzzi Spa (the Company) on such multilateral trading facility.        

The Admission Document and the operation described therein, as well as any other information contained therein, do not constitute a “public offer” of financial instruments – as defined in the Legislative Decree of 24 February 1998, no. 58, as subsequently amended and supplemented (the TUF) –, so that it is not necessary to draw up a prospectus according to the formats provided for by EU Regulation no. 1129/2017 and the Delegated European Regulation n. 980/2019, except as required by the Euronext Growth Milan Issuers' Regulation.           

Therefore, the Admission Document does not constitute a prospectus pursuant to the aforementioned legislation and its publication must not be authorized by CONSOB pursuant to EU Regulation no. 1129/2017 or any other rule or regulation governing the preparation and publication of information prospectuses pursuant to articles 94 and 113 of the TUF, including the issuers’ regulation adopted by CONSOB with resolution no. 11971, as subsequently amended and supplemented.  

The information contained in the section of this website that is about to be accessed is disseminated in accordance with the provisions of articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulation.       

The information contained in the aforementioned section of this website and in the Admission Document cannot be copied or forwarded and is accessible only to persons who: (a) are resident in Italy and who are not domiciled or currently located in the United States. ” America, Australia, Japan, Canada as well as any other country where the disclosure of the Admission Document and / or the aforementioned information requires the approval of the competent local authorities or is in violation of local laws or regulations (the Other Countries), and (b) are not “US Person “according to the definition contained in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they subjects acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration provided for in under the United States Securities Act of 1933, as subsequently amended, and current legislation.   
To the “U.S. Person “in the sense indicated above, the possibility of accessing the aforementioned section of this website and of downloading, storing and / or temporarily or permanently saving the Admission Document and any other information contained in this section of this website is precluded.

For no reason and under no circumstances is it allowed to circulate, directly or through third parties, the Admission Document and any other information contained in the relevant section of this website outside of Italy, in particular in the United States, Australia, in Japan, Canada or the Other Countries, nor is it permitted to distribute the Admission Document to a “US Person” in the sense indicated above. Failure to comply with this provision may result in a violation of the United States Securities Act of 1933, as subsequently amended, or of the legislation applicable in other jurisdictions.

The information contained in this website (or in any other site with which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activity in relation to actions against any citizen or person residing in Canada, Australia, Japan or the United States of America or one of the Other Countries.

The Shares are not 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 on behalf of or for the benefit of, a “US Person “, in the sense indicated above, in the absence of such registration or express exemption from this requirement or in other countries where the offer of shares is subject to limitations under current legislation.        

Regulation S of the United States Securities Act of 1933, as subsequently amended, defines which “U.S. Person ”: (1) any natural person resident in the United States; (2) “partnerships” and “corporations” formed and organized under the laws in force in the United States; (3) any property whose directors or managers are a “U.S. Person “; (4) trusts whose trustee is a “U.S. Person “; (5) any agency, branch or branch of a person based in the United States; (6) non-discretionary accounts; (7) other similar accounts (except property or trusts), managed or administered in trust for or for the benefit of a “U.S. Person “; (8) “partnerships” and “corporations” if (i) constituted and organized under the laws of any foreign jurisdiction; and (ii) consisting of a “U.S. Person “with the primary objective of investing in unregistered securities under the United States Securities Act of 1933, as subsequently amended, unless established or organized and owned by accredited investors (as defined in Rule 501 (a) of the United States Securities Act of 1933, as subsequently amended) that are not individuals, properties or trusts.   

To access the Admission Document and the related section of this website I declare under my full responsibility that I am resident in Italy and that I am not domiciled or that I am currently in the United States of America, Australia, Japan, Canada or Other Countries and not being a “US Person ”as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.