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Admission document


In order to access this section of the website or download the admission document available in this section, you must read and accept the information and conditions set out below. By accessing this section of the website, you agree to be bound by the terms and conditions set out below, which may be amended or updated (and, for this reason, should be read in full each time you access this section). The admission document published in this section of the website ("Admission Document") has been drawn up in accordance with the AIM Italia issuers' regulations, a multilateral trading facility organised and managed by Borsa Italiana S.p.A. (respectively, "AIM Italia" and the "AIM Issuers' Regulations"), for the purpose of admitting ordinary shares and warrants named "Warrant Ulisse BioMed S.p.A. 2021-2026" (the "Market Warrants") to AIM Italia. The offer of financial instruments contemplated in the Admission Document, the transaction described therein and any other information contained therein do not constitute a "public offering" as defined by Legislative Decree No. 58 of 24 February 1998 (the "TUF") and, therefore, it is not necessary to prepare a prospectus in accordance with the formats set out in Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, which supplements Regulation (EU) 2017/1129 of the European Parliament and of the Council. The Admission Document does not therefore constitute a prospectus and its publication does not require authorisation by CONSOB pursuant to Regulation (EU) 2017/ 1129 or any other rule or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the Consolidated Law on Finance, including the issuers' regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented. The information contained in this section of the website is disclosed in accordance with Articles 17 and 26 of the AIM Issuers' Regulations.

This section of the website, the Admission Document and any other information contained in the following pages are accessible only to persons who: (i) are resident in Italy and are not domiciled or currently located in the United States of America, Australia, Japan, Canada, or any other country where the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or is in violation of local rules or regulations ("Other Countries"); and (ii) are not "U.S. Persons" as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are persons acting on their behalf or for their benefit without the existence of a specific registration or exemption from registration under the United States Securities Act and applicable regulations. "U.S. Persons" as defined above are prohibited from accessing this section of the website, downloading, storing and/or saving, temporarily or permanently, the Admission Document and any other information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. Under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, directly or through third parties, to persons who are in the conditions referred to in points (i) and (ii) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada or Other Countries.

The information contained on this website (or on any other website to which this website has hyperlinks) does not constitute an offer, invitation to offer or promotional activity in relation to the Financial Instruments to any citizen or resident of the United States, Australia, Japan, Canada or Other Countries. Furthermore, the Company's Financial Instruments are not, and will not be, registered under the United States Securities Act of 1993, as amended, or with any regulatory authority in any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or on behalf of and for the benefit of, a "U.S. Person", as defined below, in the absence of such registration or express exemption from such requirement, or in Australia, Japan, Canada or Other Countries. Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a "U.S. Person" as: (a) any natural person resident in the United States; (b) partnerships and corporations formed and organised under the laws of the United States; (c) any property whose directors or managers are a "U.S. Person"; (d) trusts whose trustee is a "U.S. Person"; (e) any agency, branch or subsidiary of an entity based in the United States; (f) non-discretionary accounts; (g) other similar accounts (except properties or trusts) managed or administered in trust on behalf of or for the benefit of a "U.S. Person"; (h) "partnerships" and "corporations" if (i) incorporated and organised under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person with the primary purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless they are formed or organised and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, properties or trusts.

In order to access this section of the website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am not domiciled or currently located in the United States of America, Australia, Japan, Canada or Other Countries and that I am not a "U.S. Person" as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.

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The Offer is addressed to "qualified investors", as defined in Article 100 of the TUF and in the combined provisions of Articles 34-ter of the Issuers' Regulations and 35, paragraph 1, letter d) of the Intermediaries' Regulations, as well as to other entities in the European Economic Area (EEA), excluding Italy, who are "qualified investors" within the meaning of Article 2, letter e) of Regulation (EU) 2017/1129, with the exception of institutional investors in Australia, Canada, Japan and the United States and any other foreign country in which the offer is not possible without authorisation from the competent authorities, as well as to the general public in Italy in such a way that, in terms of the quantity of the offer, that it falls within the cases of exemption referred to in Articles 3 of Regulation (EU) 2017/1129, 100 of the Consolidated Law on Finance and 34-ter, paragraph 01, of the Issuers' Regulation, with the consequent exclusion from the publication of a prospectus.

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This press release does not constitute a public offering of financial products in Italy pursuant to Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of 24 February 1998. This press release (including the information contained therein) does not constitute or form part of a public offering of financial products or a solicitation of offers to purchase financial products, and no offer to sell such products will be made in any jurisdiction where such offer or sale would be contrary to applicable law. This press release does not constitute an offer to sell financial products in the United States of America, Australia, Canada, Japan or any other jurisdiction where such an offer or sale is prohibited, and may not be published or distributed, directly or indirectly, in such jurisdictions. The financial products mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended; such products may not be offered or sold in the United States of America without registration or an exemption from registration requirements. The documentation relating to the Offer has not been/will not be submitted for approval by CONSOB and Borsa Italiana S.p.A.


Investor Relations Manager

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Gabriele Salaris

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