VOLUNTARY EXCHANGE PUBLIC OFFER (THE "OFFER") SUBMITTED BY KME GROUP S.P.A. (AS ONE, THE "OFFEROR" AND THE "OFFEREE") OVER A MAXIMUM OF 254,864,115 KME GROUP ORDINARY SHARES (THE "SHARES")
he Offer is being made exclusively in Italy, given that the Shares are traded only on the Italian Stock Exchange, and is addressed, on the same terms and conditions, to any ordinary shareholders of the Offeree different from the Offeror. The Offer is not addressed to any other security issued by KME Group S.p.A., hence it is not addressed to the saving shareholders, either.
In any event, the Offer has not been and is not made or communicated in either the Unites States of America (or to US Persons as defined in the 1933’s US Securities Act), Canada, Japan and Australia or in any other countries where the Offer is unlawful without specific authorizations by the competent authorities (the "Other Countries"), by neither postal services nor any other means of communication or international commerce.
As a consequence, copy of the offering circular related to the Offer, or parts thereof, as well as copies of any other documents issued or to be issued by the Offeror in relation to the Offer, are not and should not be sent or in any way transmitted nor distributed, in or to the Unites States of America, Canada, Japan and Australia and in or to the Other Countries.
The Offering Circular does not constitute (and should not be interpreted as constituting), a valid offer addressed to or directed at any national, resident, citizen of, or person located in the Unites States of America, Canada, Japan and Australia or in the Other Countries.
The acceptance of the Offer by non-Italian-resident shareholders could be subject to specific legal or regulatory obligations or restrictions. It is in the sole responsibility of the addressees of the Offer to comply with such obligations and restrictions and therefore, before accepting the Offer, to verify their existence and applicability by seeking their own legal, financial or tax advisors, as applicable.
Only acceptances made in compliance with the above mentioned limitations will be accepted.
