Generali – PTO Cattolica: filing with Consob of the offer document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION, INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN.
Communication in accordance with Article 37-ter, paragraph 3, of the Regulation adopted by Consob with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”) concerning the voluntary public tender offer on all ordinary shares of Società Cattolica di Assicurazione S.p.A. (the “Issuer”) launched by Assicurazioni Generali S.p.A. (the “Bidder”)
Trieste – The Bidder communicates that today it has filed with Consob – pursuant to article 102, paragraph 3, of the Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “CFA”) and article 37-ter of the Issuers’ Regulation – the offer document (the “Offer Document”) concerning the voluntary public tender offer (the “Offer”), in accordance with articles 102 and 106, paragraph 4, paragraph 1, of CFA, on all ordinary shares of Società Cattolica di Assicurazione S.p.A. (the “Shares”), listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.
Furthermore, the Bidder communicates that (x) it has filed with the competent Authorities the applications for the obtainment of the authorizations required by the applicable law in relation to the Offer pursuant to article 102, paragraph 4, of the CFA and article 37-ter, paragraph 1, letter b), of the Issuers’ Regulation, and (y) it is going to complete today the communications and notifications with the competent antitrust Authorities.
The Offer Document will be published once approved by Consob, by the end of the review period in accordance with article 102, paragraph 4, of the CFA.
For anything not expressly indicated, pending the publication of the Offer Document, reference is made to the communication made on May 31, 2021, in accordance with article 102, paragraph 1, of the CFA, published on the Bidder’s website www.generali.com, which contains the legal basis and essential elements of the Offer.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS NOTICE MAY CONSTITUTE A VIOLATION TO THE LAWS OR REGULATIONS APPLICABLE IN SUCH JURISDICTION (INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN).
The public global voluntary tender Offer described in this Notice will be promoted by Generali over all ordinary shares of Cattolica.
This Notice does not constitute an offer to buy or sell Cattolica’s shares.
Before the beginning of the Offer Period, as required by applicable regulations, the Offeror will publish the Offer Document which Cattolica’s shareholders shall carefully examine.
The Offer will be promoted exclusively in Italy and will be addressed on equal terms to all shareholders of Cattolica. The Offer will be promoted in Italy as Cattolica’s shares are listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not and will not be made in United States of America, Canada, Japan, Australia and any other jurisdictions where making the Offer would not be allowed without the approval by competent authorities without other requirements to be complied with by the Offeror (such jurisdictions, including United States of America, Canada, Japan and Australia, jointly, the “Other Countries”), neither by using national or international instruments of communication or commerce of the Other Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries’ financial intermediaries or in any other way.
Copies of any document that the Offeror will issue in relation to the Offer, or portions thereof, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This Notice, as well as any other document issued by the Offeror in relation to the Offer, does not constitute and is not part of an offer to buy, nor of a solicitation of an offer to sell, financial instruments in the Other Countries. The Offeror and its affiliates reserve the right to purchase Shares outside of the Offer, to the extent permitted by applicable law.
No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This Notice may be accessed in or from the United Kingdom exclusively: (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “Order”), or (ii) by companies having significant net equity and by persons to whom the Notice can be legitimately transmitted as they fall within the scope of Article 49(2), paragraphs from (a) to (d), of the Order (all these persons are jointly defined “Relevant Persons”). Financial instruments described in this Notice are made available only to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be addressed exclusively to such persons). Any person who is not a Relevant Person should not act or rely on this document nor on any of its contents.
Tendering in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and regulations and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.