Global offer of shares in EL.EN. società per azioni (EL.EN.).
El.En. intends to offer for subscription and sale a total of no. 1,354,000 ordinary shares (the "Shares"), through a global offer (the "Global Offer") consisting of
a public offer in Italy (the "Public Offer");
a private placement reserved for professional and institutional investors in Italy and the rest of the world with the exception of the United States of America, Canada and Japan; and
a further contextual private placement mainly aimed at employees and collaborators of El.En., as well as other recipients for a number of less than 200.
The prospectus relating to the Italian Public Offering (the "Italian Prospectus") and other documents relating to the Italian Prospectus and/or required by applicable law (together the "Documentation") are available on this website. The Documentation is accessible only to persons resident in Italy who are not currently in the United States and who are not "US Persons" as defined in Regulation S of the Securities Act of 1933. Residents of the United States or "U.S. Persons" in the above sense is precluded from accessing and downloading the Documentation through this website. Regulation S of the Securities Act of 1933 generally defines "U.S. Person" (with some exceptions that are not specified here)
natural persons resident in the United States;
"partnerships" and "corporations" formed and organised under the laws of the United States;
properties administered or managed by a "U.S. Person";
trusts whose trustee is a "U.S. Person";
agencies or branches of an entity with headquarters in the United States;
"discretionary accounts" or similar accounts managed or administered on a fiduciary basis for the account or benefit of a "U.S. Person";
"non-discretionary accounts" or the like, managed or administered on a fiduciary basis by a manager or administrator incorporated and organised, or (if a natural person) resident, in the United States; and
"partnerships" and "corporations" if:
constituted and organised under the laws of any foreign jurisdiction; and
established by a "U.S. Person" with the primary purpose of investing in securities not subject to registration under the Securities Act of 1933. In order to access the Italian Prospectus, you must read the following carefully and select one of the two proposed options unless they are incorporated or organised, and owned by authorised investors (as defined in Rule 501(a) of the Securities Act of 1933) who are not natural persons, estates or trusts. After answering the following questions, you will have access to further information on the Documentation.
For the transmission and storage of the Regulated Information, the Company uses the transmission system E-MARKET SDIR and the storage device E-MARKET STORAGE which can be consulted on the website www.emarketstorage.com and are managed by Teleborsa S.r.l., with registered office in Rome, at 4 Piazza Priscilla, as per CONSOB authorization and resolutions n.22517 and 22518 of 23 November 2022.
Regulated information until February 17th 2015, are available on the authorized storage device named "1INFO" that can be consulted at the following address www.computershare.it, managed by Computershare s.p.a., with registered offices in Milan and authorized by CONSOB with resolution n. 18852 on April, 9th 2014
Choose the type to download the documentation
The Documents are available exclusively to persons resident in Italy who are not currently present in the United States and who are not "U.S. Persons" (as defined in Regulation S of the Securities Act).
The El.En. Shares will be subject to a Public Offer in Italy.
The Documents are available on the following pages.
a public offer in Italy (the "Public Offer");
a private placement reserved for professional and institutional investors in Italy and the rest of the world with the exception of the United States of America, Canada and Japan; and
a further contextual private placement mainly aimed at employees and collaborators of El.En., as well as other recipients for a number of less than 200.
The Documents are intended solely to provide information to persons resident in Italy. The publication or making available of the Documents is in no way directed to persons who are not residents of Italy or to persons in respect of whom the publication or making available of the Documents is prohibited under the law of their country, place of residence or other applicable law.
Persons not resident in Italy or resident in Italy who are currently in the U.S. or who qualify as U.S. Persons must not read the Documents and must return to the main menu.
The Documents are not intended for and may not be used for the purpose of an offer, an invitation by or on behalf of, or a recommendation by or on behalf of any distributor outside Italy to purchase El.En. Shares.
The publication of the Italian Prospectus was authorised by CONSOB - Commissione Nazionale per le Società e la Borsa (Italian Companies and Exchange Commission).
The offer and sale of El.En. Shares must be made through authorised intermediaries, where the application form is available.
The Italian Prospectus is updated only as of the date specified therein and the dissemination of the Italian Prospectus should not in any way lead to the belief that the information contained therein remains correct also after the date specified therein, or that no changes in El.En.'s activities, or other facts other than those already mentioned in the Italian Prospectus, have occurred after such date.
The Italian Prospectus may be subsequently amended or supplemented and, in this regard, there is no commitment to include such amendments or supplements in this website.
Investors are invited to check the content of any supplements to the Italian Prospectus with authorised intermediaries.
Those who intend to adhere to the Italian Public Offer must determine to invest exclusively on the basis of the Italian Prospectus, as amended and supplemented, issued by the authorised intermediary.
Professional Investors may not participate in the Public Offer.
The offer and sale to any of these persons - with the exclusion of those in the United States of America, Canada and Japan - is permitted exclusively through the Institutional Offer.
The shares object of the Italian Public Offer are placed among the public through a placement and underwriting syndicate led by Banca Toscana S.p.A. as Manager of the Italian Public Offer, in which the following banks and securities brokerage companies (the "Distributors") participate:
as guarantors and distributors
BANCA TOSCANA S.p.A. (a)
BANCA COMMERCIALE ITALIANA S.p.A. (1)
CABOTO SIM S.p.A. (Intesa Group)
BANCA NAZIONALE DEL LAVORO S.p.A. (2)
CASSA DI RISPARMIO DI FIRENZE S.p.A. (3) (b)
FIN-ECO SIM S.p.A. (c)
BANCA MONTE DEI PASCHI DI SIENA S.p.A. (4) (d)
BANCA MEDIOLANUM S.p.A. (e)
BANCA POPOLARE DELL'EMILIA ROMAGNA S.c.a.r.l.
BANCA SELLA S.p.A. (f)
RASFIN SIM S.p.A. (5)
as distributors without assumption of guarantee
BANCA INTESA S.p.A. (6) (g)
BANCA ALETTI & C. S.p.A.
(1) Distributor also through Banca di Legnano SpA, Banco di Chiavari e della Riviera Ligure SpA, Biverbanca SpA and the Financial Advisor Network of GenerComit Distribuzione SIM SpA
(2) Distributor also through BNL Investimenti SIM SpA
(3) Distributor also through Cassa di Risparmio di Pistoia e Pescia SpA, Cassa di Risparmio di Orvieto SpA, Cassa di Risparmio di Civitavecchia SpA, Cassa di Risparmio di Mirandola SpA
(4) Distributor also through Banca Agricola Mantovana SpA, Banca C. Steihauslin & C. SpA, Banca Monte Parma SpA, Banca 121 SpA, Banca Popolare di Spoleto SpA, CARIPRATO - Cassa di Risparmio di Prato SpA, Cassa di Risparmio di San Miniato SpA
(5) Distributor also through the network of Financial Advisors DIVAL RAS Servizi Finanziari Sim SpA and the network of Financial Advisors RAS INVESTIMENTI SIM SpA
(6) Distributor also through Cariplo SpA, Banco Ambrosiano Veneto SpA, Cassa di Risparmio di Parma e Piacenza SpA, Banca Carime SpA, Banca Popolare Friuladria SpA
(a) collection of subscriptions by telematic means through the website www.bancatoscana.it for the shares object of the Public Offer quota destined to customers of the Internet banking service of Banca Toscana SpA
(b) collection of subscriptions by telematic means via the website www.carifirenze.it
(c) collection of subscriptions via FIN-ECO ONLINE
(d) collection of subscriptions by telematic means through the "Paschi Home" service and the "Bank 121 Telematic Service"
(e) collection of subscriptions by telematic means via the website www.bancamediolanum.it
(f) collection of subscriptions by telematic means via the website www.sella.it
(g) collection of subscriptions by telematic means through the IntesaTrade Division of Caboto SIM SpA
