This. Prospectus will be published on the websites of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) and the Issuer (xxx.xxxxxxx-xxxxx.xx). On the approval of this Prospectus as a prospectus for the purpose of Article 5.3 of the Prospectus Directive by the CSSF, notification of such approval will be made to the Italian National Stock Exchange and Companies Commission (Commissione Nazionale per le Società e la Borsa) ("CONSOB") in its capacity as the competent authority of the Republic of Italy.
This. Article also applies to any person who possesses inside information under circumstances other than those referred to in the first subparagraph where that person knows or ought to know that it is inside information.
This. Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (“Luxembourg”) (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended, (the “Luxembourg Prospectus Law”), which implements the Prospectus Directive into Luxembourg law. Pursuant to Article 7(7) of the Luxembourg Prospectus Law, by approving this Prospectus, the CSSF assumes no responsibility for, and gives no undertaking as to, the economic and financial soundness of the transaction and the quality or solvency of the Issuer. The Issuer has requested the CSSF to provide the competent authority in Italy, Commissione Nazionale per le Società e la Borsa (“CONSOB”) with a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the “Notification”). Application has been made to Borsa Italiana S.p.A. (“Borsa Italiana”) for the Notes to be admitted to listing and trading on the Borsa Italiana’s regulated Mercato delle Obligazioni Telematico market (the “MOT”). The MOT is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as amended. Borsa Italiana has admitted the Notes to listing on the MOT with order n. 8121 dated 22 October 2015. The start date of official trading of the Notes on the MOT (the “Trading Start Date”) will be set by Borsa Italiana in accordance with Rule 2.4.3 of the Borsa Italiana rules and published on the Issuer’s Website and the Luxembourg Stock Exchange Website and released through the SDIR-NIS system of Borsa Italiana. The Trading Start Date shall correspond to the Issue Date. The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in a notice, which will be filed with the CSSF and published on the Issuer’s Website, the Luxembourg Stock Exchange Website and released through the SDIR-NIS system of Borsa Italiana no later than the third business day after the end of the Offering Period (the “Offering Results Notice”). The Notes will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or about the Issu...
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This contract is governed by the laws of Italy and by the Economic Collective Agreement of 20 March 2002 governing commercial agency and representative agreements.
This. Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Information Incorporated by Reference”). This Prospectus should be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. Investors should rely only on the information contained in this Prospectus. Neither the Issuer nor the Guarantor have authorised anyone to provide investors with different information. Neither the initial purchasers, nor the Issuer nor the Guarantor is making any offer of the Notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover of this Prospectus regardless of the time of delivery of this Prospectus or of any sale of the Notes. Neither the Issuer nor the Guarantor have authorised the making or provision of any representation or information regarding the Issuer, the Guarantor or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer and the Guarantor. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor or the Placement Agent. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that the information contained herein concerning the Issuer, the Guarantor and/or its Group is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer, the Guarantor and/or the Group since the date of this Prospectus. Neither this Prospectus nor any other information supplied in connection with the offering, sale or delivery of any Note (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or the Placement Agent that any recipient of this Prospectus or any other information supplied in connection thereto should purchase any Note. Each investor contemplating purchasing any Note should make its own independent investigation of the financial condition...
This. Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including the risks described below and elsewhere in this Prospectus. The following are risk factors relating the Issuer and the Group (including the Future Guarantors) that may affect the Issuer’s and the Future Guarantors’ ability to fulfil their obligations under the Notes and the Future Guarantees, respectively. Since the Issuer, the Future Guarantors and their respective subsidiaries conduct the same business activities, we do not believe they are exposed to separate risks, except as otherwise noted.
This. Prospectus has been prepared on a basis that permits offers that are not made within an exemption from the requirement to publish a prospectus under Article 1(4) of the Prospectus Regulation ("Non-exempt Offers") in Italy and the Republic of Ireland (each a "Non-exempt Offer Jurisdiction" and together, the "Non-exempt Offer Jurisdictions"). Any person making or intending to make a Non-exempt Offer of Notes on the basis of this Prospectus must do so only with the Issuer’s consent – see "Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascade)" below.
This. Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including the risks described below and elsewhere in this Prospectus.
This. Contract is drawn up in n. 3 (three) copies of which 2 (two) stamped originals.
This. Prospectus has been approved for the purpose of section 21(1) of the Financial Services and Xxxxxxx Xxx 0000 by M&G Securities Limited. The Depositary is not a person responsible for the information contained in this Prospectus and accordingly does not accept any responsibility therefore under the Regulations or otherwise. If you are in any doubt about the contents of this Prospectus you should consult your professional adviser.