The materials and information on the Website ("Materials") have been placed on the Website in fulfilment of the terms of certain finance documents which govern the obligations of Superstrada Pedemontana Veneta S.p.A. (the "Company") to its bondholders and other financial creditors. It is directed to, and intended for, existing investors in the Company. No other persons should act or rely on it. The Company makes no representation as to the accuracy of forecast information (or any other information in any reports, other than as set out in the relevant finance documents). As described further below, these forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forecasts.
The Materials do not, under any circumstances or in any jurisdiction, constitute or form part of, and shall not be construed as:
- a public offer of securities or other financial instruments under any applicable legislation;
- an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdictions in which such offer is or may be prohibited, restricted or subject to any requirement for filing, authorisation, licence or consent; or
- any advice or recommendation with respect to any securities or other financial instruments.
The distribution and/or use of the Materials may be restricted by local law or regulations in certain jurisdictions. The Materials are not intended for distribution to, and/or for use by, any person or entity in any jurisdiction where such distribution and/or use would be contrary to local law or regulation. Persons accessing the Website are required to inform themselves about and observe such restrictions and by accessing the Website you represent that you are a person into whose possession the Materials can be lawfully delivered in accordance with the laws of the jurisdiction which apply to you and in which you are located.
In particular, you represent that you are either (a) both a Qualified Institutional Buyer ("QIB") within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and a Qualified Purchasers ("QP") within the meaning of the U.S. Investment Company Act of 1940, as amended, or (b) not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person.
The materials herein are not an offer of securities for sale in the United States. The securities or other financial instruments referred to on the Website have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and have not been offered, directly or indirectly, and may not be offered or sold, directly or indirectly, in or into the United States, its territories or possessions or in the District of Columbia or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Accordingly, none of the Materials or any information relating to such securities or other financial instruments is directed at any person or entity within the United States or at any U.S. person and must not be accessed, stored, disclosed and or saved (either temporarily or permanently) if you are located in or you are a resident of the United States and no such Materials or information should be released, published or distributed directly or indirectly in or into the United States.
You further represent that you are a "Qualified Investor" as defined in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Securities Act") or an entity controlled by such a Qualified Investor pursuant to Article 2359 of the Italian Civil Code.
The Materials are intended to be distributed only to, and are directed only at:
- persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") or to high net worth entities falling within article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; and
- any other persons to whom the Materials may be lawfully communicated.
The Materials must not be acted on or relied on by, nor are the securities or other financial instruments referred to on the Website available to, any other persons.
Where the Materials have been made available to you, this has been done on the basis that you are a person into whose possession such Materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Materials, electronically or otherwise, to any other person.