Rome, 16 Sep 2022 20:06
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION, INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN.
With reference to the cash voluntary and total public tender offers (the “Offers”), in accordance with Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented (the “CFA”), launched by Poste Italiane S.p.A. (the “Offeror” or “Poste”), on, respectively, all the Shares (the “Offer on Shares”) and all the Warrants (the “Offer on Shares”) issued by Sourcesense S.p.A. (“Sourcesense”) and listed on the multilateral trading system Euronext Growth Milan, organized and managed by Borsa Italiana S.p.A., Poste announces – pursuant to Article 41, paragraph 2, let. d) of the Issuers’ Regulation – that from September 12th, 2022 to September 16th, 2022 (included) (i) no. 3,120,953 Shares and (ii) 3,262,800 Warrants have been tendered, respectively, to the Offer on Shares and to the Offer on Warrants.
All terms not defined in this press release shall have the same meaning given to them in the offer document, approved by Consob resolution no. 22432 of August 25th, 2022 and published on September 1st, 2022 (the “Offer Document”).
For more details on the Sourcesense Board of Directors’ resolutions on the Plan, please refer to Sourcesense’s press release dated September 16, 2022, attached to this release.
* * *
For further information:
POSTE ITALIANE
Investor Relations Media Relations
Tel. +39 06 5958 4716 Tel. +39 06 5958 2097
Mail: investor.relations@posteitaliane.it Mail: ufficiostampa@posteitaliane.it
* * *
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS NOTICE MAY CONSTITUTE A VIOLATION TO THE LAWS OR REGULATIONS APPLICABLE IN SUCH JURISDICTION (INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN).
The public global voluntary tender Offer described in this press release will be promoted by Poste Italiane over all ordinary shares and warrant of Sourcesense.
This press release does not constitute an offer to buy or sell Sourcesence’s shares and warrant.
Before the beginning of the Offer Period, as required by applicable regulations, the Offeror will publish the Offer Document which Sourcesence’s shareholders and warrant holders shall carefully examine.
The Offers will be promoted exclusively in Italy and will be addressed on equal terms to all shareholders warrant holders of Sourcesence. The Offers will be promoted in Italy as Sourcesence’s shares and warrant are listed on Euronext Growth Milan organized and managed by Borsa Italiana S.p.A., except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offers are not and will not be made in United States of America, Canada, Japan, Australia and any other
jurisdictions where making the Offer would not be allowed without the approval by competent authorities without other requirements to be complied with by the Offeror (such jurisdictions, including United States of America, Canada, Japan and Australia, jointly, the “Other Countries”), neither by using national or international instruments of communication or commerce of the Other Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries’ financial intermediaries or in any other way.
Copies of any document that the Offeror will issue in relation to the Offers, or portions thereof, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offers resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This Notice, as well as any other document issued by the Offeror in relation to the Offers, does not constitute
and is not part of an offer to buy, nor of a solicitation of an offer to sell, financial instruments in the Other Countries.
No financial instrument can be offered or transferred in the United States of America without specific approval in compliance with the U.S. Securities Act of 1933, as amended, and or without exemption from such provisions.
Financial instrument offered in the context of the transaction referred to in this Notice will not be registered under the U.S. Securities Act of 1933, as amended, and Poste Italiane S.p.A. does not intend to make a public offer of such financial instruments in the United States. No instrument may be offered or bought or sold in Other Countries without specific authorization in accordance with applicable provisions of the local laws of those countries or an exemption from those provisions
Tendering in the Offers by persons residing in countries other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and regulations and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
All terms not defined in this press release shall have the same meaning given to them in the offer document, approved by Consob resolution no. 22432 of August 25th, 2022 and published on September 1st, 2022 (the “Offer Document”).
For more details on the Sourcesense Board of Directors’ resolutions on the Plan, please refer to Sourcesense’s press release dated September 16, 2022, attached to this release.
* * *
For further information:
POSTE ITALIANE
Investor Relations Media Relations
Tel. +39 06 5958 4716 Tel. +39 06 5958 2097
Mail: investor.relations@posteitaliane.it Mail: ufficiostampa@posteitaliane.it
* * *
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS NOTICE MAY CONSTITUTE A VIOLATION TO THE LAWS OR REGULATIONS APPLICABLE IN SUCH JURISDICTION (INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN).
The public global voluntary tender Offer described in this press release will be promoted by Poste Italiane over all ordinary shares and warrant of Sourcesense.
This press release does not constitute an offer to buy or sell Sourcesence’s shares and warrant.
Before the beginning of the Offer Period, as required by applicable regulations, the Offeror will publish the Offer Document which Sourcesence’s shareholders and warrant holders shall carefully examine.
The Offers will be promoted exclusively in Italy and will be addressed on equal terms to all shareholders warrant holders of Sourcesence. The Offers will be promoted in Italy as Sourcesence’s shares and warrant are listed on Euronext Growth Milan organized and managed by Borsa Italiana S.p.A., except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offers are not and will not be made in United States of America, Canada, Japan, Australia and any other
jurisdictions where making the Offer would not be allowed without the approval by competent authorities without other requirements to be complied with by the Offeror (such jurisdictions, including United States of America, Canada, Japan and Australia, jointly, the “Other Countries”), neither by using national or international instruments of communication or commerce of the Other Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries’ financial intermediaries or in any other way.
Copies of any document that the Offeror will issue in relation to the Offers, or portions thereof, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offers resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This Notice, as well as any other document issued by the Offeror in relation to the Offers, does not constitute
and is not part of an offer to buy, nor of a solicitation of an offer to sell, financial instruments in the Other Countries.
No financial instrument can be offered or transferred in the United States of America without specific approval in compliance with the U.S. Securities Act of 1933, as amended, and or without exemption from such provisions.
Financial instrument offered in the context of the transaction referred to in this Notice will not be registered under the U.S. Securities Act of 1933, as amended, and Poste Italiane S.p.A. does not intend to make a public offer of such financial instruments in the United States. No instrument may be offered or bought or sold in Other Countries without specific authorization in accordance with applicable provisions of the local laws of those countries or an exemption from those provisions
Tendering in the Offers by persons residing in countries other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and regulations and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
