Capital increase
This section is related to the increase of share capital (hereinafter the “Capital Increase”) of Telecom Italia Media S.p.A. (hereinafter “TI Media” or the “Company”) to be carried out through the issue of TI Media’s ordinary shares (the “Shares”) to be offered to TI Media’s existing shareholders, owners of ordinary shares and/or saving shares, pursuant to article 2441, first paragraph, of the Italian Civil Code (hereinafter the “Option Rights”).
The documents included in this section in relation to the Capital Increase, the Option Rights and the Shares has been drafted in compliance with the provisions under the Italian laws and regulations in force at the date hereof (hereinafter the “Documentation”). The information available on this web site and the Documentation do not constitute and shall not be interpreted as a direct or indirect offer by TI Media or an invitation to subscribe or purchase Shares in countries other than Italy (hereinafter the “Other Countries”), including without limitations United States of America, Canada, Japan, Australia.
In particular, the Shares’ offering (hereinafter the “Offering”) is not and will not be addressed, directly or indirectly, within or towards the United States of America, and no adhesion coming from the United States of America shall be accepted or transmitted through stock exchanges or via mail or other means of communication or exchange of the United States of America (including – without limitations – mail, fax, telex, e-mail, telephone, internet and any other electronic means).
The Shares have not been, and are not intended to be, registered before the competent authorities pursuant to the United States Securities Act of 1933, as integrated and amended (hereinafter the “Securities Act”), or the relevant laws in force in Canada, Japan, Australia and in the Other Countries. None of said financial instruments can be offered, negotiated, sold or in any case delivered, directly or indirectly, in the United States of America, Canada, Japan, Australia or the Other Countries, and the Company reserves the right not to consent such exercise.
This web site may contain hypertextual links to other web sites. The Company has not reviewed or cured the information and opinion included in said other web sites and shall not assume, therefore, any responsibility with regard to the same.
Nothing contained in this web site or in any other web sites linked to the same via hypertextual link represents (i) an invitation or an offering to purchase or underwrite the Shares of the Company or promotional activity with regard to the same or (ii) an invitation or an offering to invest or negotiate Company’s instruments.
Even if the Company reasonably acted so to guarantee the accuracy of the information included in this web site at the moment of the last revision of the same site (but not the information accessible via hypertextual link), same Company shall not assume any responsibility for the correctness, completeness or use of the same, and it does not undertake to update such information. Therefore, such information shall not be interpreted as suggestion or recommendation and nobody shall rely on it in order to take decisions or make choices. In particular, the results and the real developments may be different, in a material way, from any projections, forecasts, opinions or expectations included in the web site.
Before taking any decision to invest in the offered financial instruments, the investor shall examine the Prospectus as a whole and in particular the chapter named “Fattori di Rischio” (Risk Factors). In case an action is proposed before the courts of a country other than Italy with regard to the information included in the Prospectus, the appealing investor should bear the translation costs and expenses of same Prospectus before the proceeding begins, according to the applicable national laws.
Certain information included in this web site are historical and, therefore, may be outdated. All historical information are valid up to the date of the first publication of the same.
The information on the Capital Increase, the Option Rights, the Offering and the Documentation is available only for persons who:
- are resident in Italy and have not registered addresses and/or in any case are not currently in the United States of America or elsewhere (except in Italy); and
- are not “U.S. Person” pursuant to the definition included in Regulation S of the Securities Act.
Those not resident in Italy and the “U.S. Persons” as specified above shall not enter and download the Prospectus and the Documentation through this web site.
The Documentation has not been and is not being mailed or otherwise forwarded, distributed or sent outside Italy, in particular in, into or from the United States of America, Canada, Japan, Australia or Other Countries. The Documentation shall not be sent also to TI Media’s shareholders owners of ordinary shares or saving shares with registered addresses in the United States of America, Canada, Japan, Australia or Other Countries, or to persons who are trustees, nominees or custodians holding ordinary shares or saving shares of TI Media for such persons. Persons receiving the Documentation (including, without limitations, custodians, nominees and trustees) shall not distribute, send or transmit the Documentation, into or from the United States of America, Canada, Japan, Australia or Other Countries through the facility of a national stock exchange or via mail, or by any other means or communication or exchange (including, without limitations, fax, telex, e-mail, telephone, internet or any other electronic means). Doing so may render invalid any purported acceptance of the Offer.
Before entering this section to the web site and the Documentation included thereto it is necessary to read carefully and duly acknowledge the information specified in this page and select one of the following options.
“Having read and acknowledged the representations above, I declare, under my own responsibility, to be resident in Italy and not to have a registered address and not to currently be in the United States of America, in Canada, in Japan, in Australia or in any Other Country and not to be “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended.”