Republic of Italy. (a) The offering of the Notes in the Republic of Italy has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes or distribute copies of the Offering Circular or of any other offering material relating to the Notes in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than:
(i) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulation no. 11971") ("Qualified Investors"); and
(ii) in other circumstances which are exempted from the rules on public offer pursuant to Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000.
(b) Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in Italy under the paragraphs above must be:
(i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993, as amended ("Decree No. 385"), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and
(ii) in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations.
(c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.
Republic of Italy. Each Underwriter represents and agrees, that any offer, sale or delivery of the Securities or distribution of copies of the Prospectus Supplement or any other document relating to the Securities will be carried out in accordance with all Italian securities, tax, exchange control and any other applicable laws and regulations, including the restrictions contained under “Notice to Prospective Investors in the European Economic Area”. Any offer, sale or delivery of the Securities or distribution of copies of the Prospectus Supplement, the Basic Prospectus or any other document relating to the Securities in Italy must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Commissione Nazionale per le Società e la Borsa (“CONSOB”) Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with all Italian securities, tax, exchange control and other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time and/or any other Italian authority.
Republic of Italy. Each of the Underwriters, on behalf of itself and each of its affiliates that participate in the initial distribution of the Designated Securities, severally represents and agrees that the offering of the Designated Securities has not been registered pursuant to Italian securities legislation and, accordingly, each of the Underwriters severally represents and agrees that no Designated Securities have been offered, sold or delivered, and will not be offered, sold or delivered by it nor may copies of the Prospectus Supplement, the Prospectus, or any other document relating to the Designated Securities be distributed in the Republic of Italy (“Italy”) except:
Republic of Italy. Unless specified in the relevant Final Terms that a non-exempt offer may be made in the Republic of Italy, the offering of the Certificates has not been registered pursuant to Italian securities legislation and, accordingly, no Certificates may be offered, sold or delivered, nor may copies of this Base Prospectus or of any other document relating to the Certificates be distributed in the Republic of Italy, except:
(a) to qualified investors (investitori qualificati) (“Qualified Investors”), as defined pursuant to Article 2 of Prospectus Regulation and any applicable provision of Italian laws and regulations;
(b) in other circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to the Prospectus Regulation, Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”), Article 34-ter, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation 11971/1999"). Any offer, sale or delivery of the Certificates in the Republic of Italy or distribution of copies of this Base Prospectus or any other document relating to the Certificates in the Republic of Italy under Error! Reference source not found. or Error! Reference source not found. above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the “Banking Act”) and any other applicable laws and regulations;
(ii) in compliance with Article 129 of the Banking Act, as amended and the implementing guidelines of the Bank of Italy, as amended from time to time, with regard, inter alia, to the reporting obligations required; and
(iii) in compliance with any other applicable laws and regulations (including article 100-bis of the Financial Services Act, where applicable) or requirement imposed by CONSOB or the Bank of Italy or other Italian authority.
Republic of Italy. The offering of the Designated Securities has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, no Designated Securities may be offered, sold or delivered, nor may copies of the prospectus supplement or of any other document relating to the Designated Securities be distributed in the Republic of Italy, except:
Republic of Italy. Each Dealer represents and agrees that the offering of the Covered Bonds has not been registered with Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian securities legislation and, accordingly, no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy, except:
Republic of Italy. As of the date of this Prospectus, the Issuer is not licensed to “collect deposits and other funds with the obligation to reimburse” in Italy in accordance with the provisions of Legislative Decree No. 385 of 1 September 1993, as amended, and therefore, each Dealer has represented and agreed that no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy until such license has been obtained. Once the licence has been obtained the following restrictions will be applicable. The offering of the Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, the Covered Bonds may not be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy, except:
Republic of Italy. Each Underwriter represents and agrees that any offer, sale or delivery of any Securities in Italy or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the Issuer Free Writing Prospectus or any other document relating to the Securities in Italy will be carried out in accordance with all Italian securities, tax, exchange control and any other applicable laws and regulations, including the restrictions contained under “Notice to Prospective Investors in the European Economic Area” in the Preliminary Final Prospectus and the Final Prospectus. Any offer, sale or delivery of any Securities or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the Issuer Free Writing Prospectus or any other document relating to the Securities in Italy must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Commissione Nazionale per le Società e la Borsa (“CONSOB”) Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with all Italian securities, tax, exchange control and any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time and/or any other competent authority.
Republic of Italy. Each Manager agrees that it will not make an offer of the Securities to the public in the Republic of Italy (“Italy”) other than:
(a) to professional investors (investitori qualificati), as defined pursuant to Article 100, paragraph 1(a), of Legislative Decree No 58, 24 February 1998 (the “Financial Services Act”) as amended and restated from time to time; or
(b) in any other circumstances provided under Article 100 paragraph 1 of the Financial Services Act and under Article 33, paragraph 1, of CONSOB Regulation No. 11971 of 14 May 1999, as amended, where exemptions from the requirement to publish a prospectus pursuant to Article 94 of the Financial Services Act are provided. Moreover, and subject to the foregoing, each the Manager acknowledges that any offer, sale or delivery of the Securities or distribution of copies of the Offering Circular or any other document relating to the Securities in Italy under (a) or (b) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”), CONSOB Regulation No. 11522, 1 July 1998, all as amended; and
(ii) in compliance with the so-called subsequent notification to the Bank of Italy, pursuant to Article 129 of the Banking Act, as applicable;
(iii) in compliance with Article 100-bis of the Financial Services Act (if applicable); and
(iv) in compliance with any other applicable laws and regulations including any relevant limitations which may be imposed by CONSOB.
Republic of Italy. Each Underwriter represents and agrees that any offer, sale or delivery of any Securities in Italy or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the FWP or any other document relating to the Securities in Italy will be carried out in accordance with all Italian securities, tax, exchange control and any other applicable laws and regulations, including the restrictions contained under “Notice to Prospective Investors in the European Economic Area” in the Preliminary Final Prospectus and the Final Prospectus. Any offer, sale or delivery of any Securities or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the FWP or any other document relating to the Securities in Italy must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Commissione Nazionale per le Società e la Borsa (“CONSOB”) Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with all Italian securities, tax, exchange control and any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time and/or any other competent authority.
