Public tender offer D360 HOLDING


This section of the website contains information and documents relating to the totalitarian public tender offer pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, which is mandatory pursuant to Article 12 of the Issuer’s Articles of Association (the “Offer”), concerning the ordinary shares (the “Shares”) of Digital360 S.p.A. (the “Issuer”) not held by the Offeror (as defined below), announced on 27 July 2023.

The Offer will be made by D360 Holding S.p.A. (the “Offeror”) exclusively in Italy as the Shares are listed exclusively on Euronext Growth Milan organised and managed by Borsa Italiana S.p.A. and is subject to the disclosure obligations and procedural requirements under Italian law. The Offer is addressed, indiscriminately and on equal terms, to all holders of Shares.

The Offer has not been and will not be made or diffused, directly or indirectly, in the United States of America, as defined under Regulation S of the U.S. Securities Act of 1933, as subsequently amended, Canada, Japan and Australia, as well as any other jurisdiction in which such Offer is not permitted in the absence of authorization by the competent authorities or other compliance by the Offeror (such jurisdictions, including the United States of America, Canada, Japan and Australia, collectively the “Other Countries”), nor by using national or international means of communication or commerce of the Other Countries (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet), nor through any facility of any of the financial intermediaries of the Other Countries, nor in any other manner. In addition, the Offer will not be accepted through the aforementioned national or international means of communication or commerce or from inside the territory of the United States.

The Offer is and will be made by means of the publication of an offer document, by the Offeror, subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.

Before accepting the Offer, holders of Shares are recommended to carefully read the documentation on the Offer published in accordance with the law. Acceptance to the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations of such countries. It is the sole responsibility of the addressees of the Offer to comply with such regulations and, therefore, prior to accepting the Offer, such persons will be required to verify the existence and applicability of such regulations by contacting their advisors. The Offeror shall not be held liable for any breach by any person of any of the above limitations.

This section of the website and the information and documents contained herein do not constitute, nor are they intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments, are made available for information purposes only and are accessible only to persons not domiciled or otherwise presently located in the Other Countries. This section of the website and the information and documents contained therein are accessible in or from the United Kingdom only: (i) by persons who have professional experience in investment matters falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “Order”) or (ii) by high net worth companies and other persons to whom the documents may lawfully be transmitted as falling within section 49(2) paragraphs (a) to (d) of the Order (together, the “Relevant Persons”).

No sale, emission or transfer of financial instruments of the Issuer will take place in any country in violation of the regulations applicable there.

No copy of the information included in this section of the website or of any other document relating to the Offer shall be, nor may be, sent by post or otherwise transmitted or distributed, in whole or in part, in the Other Countries or to persons resident, domiciled or currently located in the United Kingdom other than Relevant Persons. No person receiving the aforesaid documents and/or information shall distribute, post or otherwise transmit or send them (whether by the postal service or by any other means of communication or commerce, domestic or international), in whole or in part, in the Excluded Countries or to any person resident, domiciled or currently located in the United Kingdom other than the Relevant Persons.

By selecting the “ACCEPT” button you represent and warrant that you are not physically located in the Excluded Countries, nor are you a person resident, domiciled or currently located in the United Kingdom other than a Relevant Person and that you have read, understood and fully accepted and agree to comply with all of the aforementioned limitations.