Itway S.p.A. (“Itway” or the “Company”) and some of its shareholders (the “Seller Shareholders”) intend to issue a global offer (as defined below) of ordinary Itway shares (the “Shares”) devised to open the way to trading of the shares on the New Market.
Specifically, the operation consists in a global offer of Shares in part deriving from an increase in the capital stock allocated excluding pre-emption rights, according to art. 2441, 5th paragraph Civil Code, on 22nd December 2000 by the extraordinary general meeting of Itway shareholders (see Section I, Chapter VI Par. 6.10 of the Informative and Quotation Prospectus) and in part placed on sale by the Seller Shareholders.
The global offer is composed as follows:
- a public offer for sale and subscription (the Public Offer), open to the Italian public at large, of a minimum of 500,000 Shares, corresponding to about 30% of the Shares in the global offer, to the exclusion of foreign institutional investors and Professional Investors (as defined in the Informative and Quotation Prospectus, defined hereinafter); within the Public Offer a maximum amount will be reserved for Employees, Agents and Collaborators (see the definitions in the Informative and Quotation Prospectus);
- a contextual private placing for Professional Italian Investors and foreign institutional investors, with the exclusion of the United States, Canada and Japan (the “Institutional Placing”);
- a further contextual private investment of a maximum 165,000 Shares reserved for persons identified by name, fewer than 200 in number, and whose names are indicated in the Appendix to the Informative and Quotation Prospectus (the “Private Placing”).
The Global Offer is coordinated and managed by the Banca Nazionale del Lavoro S.p.A. and Banca Akros S.p.A. as part of their role as Coordinators for the Global Offer, Public Offer Placing Managers and Co-lead Managers of the Institutional Placing. Furthermore, Banca Nazionale del Lavoro S.p.A. and Banca Akros S.p.A also act as Co-Sponsors and Banca Akros S.p.A will hold the position of Specialist. The shares which make up the Public Offer will be placed through a placing and guarantee consortium coordinated and managed by the Banca Nazionale del Lavoro S.p.A. and Banca Akros S.p.A. (the “Consortium for the Public Offer”), taking part in which will be the banks and movables brokers (the “Placers”) indicated on the supplementary notices, pursuant to Article 9 of the Consob regulation N° 11971 of 14th May 1999 and subsequent modifications (the “Consob Regulation”) published in daily newspapers “MF-Milano Finanza” and the “Sole 24 Ore” on 15th June 2001.
Available on this Company web site is the informative prospectus regarding the Public Offer (the “Informative and Quotation Prospectus”), registered with Consob on 15th June, pursuant to art. 8 of Consob Regulation N° 11971 of 14th May 1999 and subsequent modifications. A copy of the Informative and Quotation Prospectus is also available at Itway and from the brokers charged with the placing, who shall provide a free copy for whoever should request one. Publication of the Informative and Quotation Prospectus does not involve any judgement by Consob regarding the advisability of the investment proposed, nor concerning the merit of the data and information pertaining to it.
. The Informative and Quotation Prospectus contains information directed exclusively at Italian investors, and is therefore not aimed at, published for or made available to, those not resident in Italy. Under no circumstances and for no reason whatsoever should the Informative and Quotation Prospectus be allowed to circulate or be distributed, either directly or indirectly in the United States, Canada, Australia or Japan, nor should it be distributed to anyone residing there. The distribution and/or circulation of the Informative and Quotation Prospectus in foreign countries may be subject to specific restrictions and/or bans; it is therefore the duty of the subjects in whose possession it falls to discover whether any restrictions and/or bans exist, and in which case, to follow the instructions to the letter.
We would stress that persons residing in the Unites States or who are “U.S. Persons” are especially denied access to the Informative and Quotation Prospectus and are not allowed to download it from this web site. Regulation S of the Securities Act defines “U.S. Person” (with a few exceptions which will not be mentioned here) (i) anybody resident in the United States; (ii) any association or company set up and run according to current United States legislation; (iii) any property whose administrators or managers are “U.S. Persons”; (iv) trusts whose trustee is a “U.S. Person”; (v) any agency, branch or branch office of a body with its main office in the United States; (vi) any business relationship bound by non discretionary contract or any other kind of similar contract (excluding property or trusts) held at a broker’s or trustee in favour of or on behalf of a “U.S. Person” ; (vii) any business relationship bound by discretionary contract or any other kind of similar contract (excluding property or trusts) held at a broker’s, trustee, or other natural person respectively set up or resident in the United States and (viii) any association or society if (A) established and organised according to the legislation currently in force in any foreign country and (B) set up by a “U.S. Person” with the principal objective of investing in shares that are not subject to registration under the Securities Act, unless set up, organised and owned by authorised investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, properties or trusts.
After answering the following questions you will be allowed further access concerning the Informative and Quotation Prospectus. Before assenting, read the Informative and Quotation Prospectus.
I have read and fully understood the conditions set out above and agree to abide by them. I am resident in Italy. I am not currently domiciled in the United States or elsewhere (other than in Italy), I am not a “U.S. Person” according to the definition contained in Regulation S of the Securities Act and I am not subject to other restrictions or enjoinments that prevent me from viewing the Informative and Quotation Prospectus.