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You acknowledge that electronic transmission and delivery of the linked documents is intended for you only and you agree you will not forward or otherwise distribute or make available or copy or reproduce this electronic transmission, the information contained herein or the documents, once accessed, to any other person.
EEA, UK and Italian restrictions: The documents and any offer of the relevant notes when made are only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the European Economic Area) and any implementing measure in each relevant Member State of the European Economic Area (“Qualified Investors”). In addition;
in the United Kingdom, the linked documents are for distribution only to, and are directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Financial Promotion Order’’), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as ‘‘relevant persons’’).
in Italy, no Notes may be offered, sold or delivered, nor may copies of the linked documents be distributed, except: (a) to qualified investors (investitori qualificati) as defined in Article 26, first paragraph, letter (d) of Consob Regulation No. 16190 of October 29, 2007, as amended (‘‘Regulation No. 16190’’), pursuant to Article 34-ter, first paragraph letter (b) of Consob Regulation No. 11971 of May 14, 1999, as amended (the ‘‘Issuer Regulation’’), implementing Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the ‘‘Financial Services Act’’); and (b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and the Issuer Regulation. In any event, any offer, sale or delivery of the Notes or distribution of copies of the linked documents in Italy under paragraphs (a) or (b) above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of September 1, 1993, as amended and Regulation No. 16190; and (ii) in compliance with any other applicable laws and regulations, including any requirement or limitation which may imposed, from time to time, by Consob or the Bank of Italy or any other Italian competent authority.
The linked documents must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in Italy, by persons who are not Italian Qualified Investors, and (iii) in any member state of the EEA other than the UK and Italy, by persons who are not Qualified Investors. Any investment or investment activity to which the linked documents relate is available only to (i) in the UK, relevant persons, (ii) in Italy, Italian Qualified Investors and (iii) in any member state of the EEA other than the UK, Qualified Investors, and will be engaged in only with such persons.
US restrictions: INFORMATION IN THE FOLLOWING WEBPAGES AND THE LINKED DOCUMENTS ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY OF THE SECURITIES OF RHINO BONDCO S.P.A. (THE “ISSUER”) OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ‘‘U.S. PERSONS’’ (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THE LINKED DOCUMENTS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT, OTHER APPLICABLE SECURITIES LAWS AND APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES.
FORWARD-LOOKING STATEMENTS: Statements on the following webpages and in the linked documents which are not historical facts are forward-looking statements. All forward-lookging statements involve risks and uncertainties which could affect the Issuer’s actual result and could cause its actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Issuer.
Confirmation of your Representation: In order to view the linked documents and make an investment decision in the notes, you must be able to represent to Rhino Bondco S.p.A. (the “Issuer”) and Credit Suisse Securities (Europe) Limited, BNP Paribas, Goldman Sachs International, J.P. Morgan Securities plc, Mediobanca – Banca di Credito Finanziario S.p.A. (all the above excluding the Issuer, collectively, the “Banks”) that (i) you are acting on behalf of, or you are either (a) an institutional investor outside the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (the “Securities Act”)) or (b) in the United States and a QIB that is acquiring the notes for your own account or for the account of another QIB, as defined in Rule 144A under the Securities Act; (ii) if you are in the UK, you are a relevant person; (iii) if you are in Italy, you are an Italian Qualified Investor; (iii) if you are in any member state of the EEA other than Italy and the UK, you are a Qualified Investor; (iv) the notes acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive); and (v) if you are outside the United States (within the meaning of Regulation S), the UK, Italy and the EEA (and the electronic mail addresses that you gave us and to which this e-mail has been delivered are not located in such jurisdictions) you are a person into whose possession the linked documents may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the linked documents, you shall be deemed to have made the above representation and consented to delivery of such documents, and any amendments and supplements thereto, by electronic transmission.
This linked documents has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Banks, or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the documents distributed to you in electronic format and a hard copy version.
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