Offering Memorandum - Additional Notes
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The following information and the information and documents contained in this area of the website do not constitute an offer to sell or a solicitation of any offer to buy any securities of Rekeep S.p.A. (the “Company”) or its subsidiaries in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States (including its territories and dependencies, any State of the United States and the District of Columbia) or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, they may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the offer and sale of the securities can be made only (a) in the United States to “qualified institutional buyers”, commonly referred to as “QIBs”, in compliance with Rule 144A under the U.S. Securities Act; and (b) in offers and sales that occur outside the United States in accordance with Regulation S under the U.S. Securities Act.
Additionally, in the European Economic Area (including Italy) the offering is exclusively reserved to qualified investors, within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In the United Kingdom, the offering is exclusively reserved to qualified investors, pursuant to the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and this information is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated.
The Company does not intend to register any portion of the offering in the United States, or conduct a public offering of securities of the Company in the United States.
The information and documents contained in this area of the website (including the Offering Memorandum) is not intended for distribution into or within the United States. This notice ensures the compliance with securities laws and regulations of the United States and other jurisdictions.
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