PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO THE ACCESS TO THIS SECTION OF THE WEBSITE
With reference to the voluntary tender offer (offerta pubblica di acquisto totalitaria) (the “Offer”) for the ordinary shares, issued or to be issued (the “Shares”), in YOOX Net-A-Porter Group S.p.A. (“YNAP”), that Compagnie Financière Richemont SA announced with an official notice published in accordance with Article 102, par. 1, of D.lgs. 58/1998 (“TUF”), on 22 January 2018, the following is specified.
The Offer is being launched in Italy, since the shares are listed on the Stock Exchange Market organised and managed by Borsa Italiana S.p.A. and, without prejudice to the below, is subject to the disclosure and procedural requirements provided by Italian law.
In the U.S., to the extent applicable, the Offer will be made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act. For further information see the “Note to US shareholders” reported below.
The Offer is not being and will not be launched in any jurisdiction where it would not be permitted under applicable law (the “Other Countries”). The acceptance of the Offer by persons residing in countries other than Italy and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable, by relying on their own consultants.
The Offer will be launched by means of the publication of the relevant offer document (the “Offer Document”) upon approval by the National Commission for Companies and the Stock Exchange (CONSOB). The Offer Document will contain the full terms and conditions of the Offer including details of how to accept the Offer.
Anyone who intends to examine this section of the website, the Offer Document and the other documents contained in this section of the website, must read carefully and be fully aware of the information reported above.
The release, publication or distribution of the documents relating to the Offer in the Other Countries may be restricted by the applicable law and therefore any persons who are subject to the laws of any Other Country should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the applicable laws in the Other Countries. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Copies of the Offer Document, or portion of such document, and of any document relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from, any Other Country where local provisions of law or regulation may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to YNAP shareholders in that Other Country or Other Countries where to do so would violate the laws of that jurisdiction. Anyone receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, or into or from, (by mail or any other means or instrument of communication or commerce) any Other Country.
The Offer Document and any document relating to the Offer do not constitute and will not be interpreted as a solicitation of securities directed to parties residing in the Other Countries. No instrument may be offered, bought or sold in the Other Countries in the absence of a specific authorization in compliance with applicable provisions of the local law of said countries or as an exemption from said provisions.
Note to U.S. shareholders
The Offer described in the related documentation is made for the Shares and is subject to the laws of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and procedural requirements, including those relating to the exercise of any withdrawal right, the Offer calendar, payment terms and conditions, set forth by the applicable laws and regulations in Italy that may be different from those applicable to United States domestic tender offers. To the extent permitted by applicable Italian law, the Offer will be made in compliance with the U.S. tender offer rules, including the Exchange Act and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.
The present note does not constitute an offer of, or the solicitation of an offer to sell YNAP shares. At the beginning of the Offer acceptance period, in compliance with applicable law, the offeror will publish the Offer Document that YNAP shareholders should carefully examine.
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By clicking on the button “I AGREE” (s)he declares and grants not be currently in Another Country or to be a person residing in any Other Country and to have fully understood and accepted, and to comply with, the limitations reported above.
I AGREE I DO NOT AGREE
|20 Jun 2018||Voluntary Public Tender Offer for all ordinary Shares of YNAP – RLG Italia Holding carried out the joint Procedure – Delisting of the shares of YNAP effective 20 June 2018|
|13 Jun 2018||Voluntary Public Tender Offer for all ordinary Shares of YNAP – Final results of the purchase obligation pursuant to article 108, paragraph 2, TUF|
|08 Jun 2018||Voluntary Public Tender Offer for all ordinary Shares of YNAP – Provisional results of the purchase, obligation pursuant to article 108, Paragraph 2, of TUF|
|30 May 2018||Voluntary Public Tender Offer for All Ordinary Shares of YNAP – Stock option exercise|
|25 May 2018||Voluntary Public Tender Offer for all ordinary shares of YNAP – Press Release pursuant to article 41, paragraph 2, letter c) of Consob Regulation|
|25 May 2018||Voluntary Public Tender Offer for all ordinary shares of YNAP – Completed transfer to RLG Italia Holding S.p.A. of newly issued ordinary YNAP shares acquired through the exercise of stock options by Federico Marchetti and other beneficiaries|
|25 May 2018||Voluntary public tender offer for all ordinary shares of YOOX NET-A-PORTER GROUP S.P.A. – Richemont reaches 95% of YOOX NET-A-PORTER GROUP S.P.A.’S ordinary shares|
|23 May 2018||Voluntary Public Tender Offer for All Ordinary Shares of YOOX NET-A-PORTER GROUP S.p.A. – STOCK OPTION EXERCISE|
|21 May 2018||Voluntary Public Tender Offer for All Ordinary Shares of YNAP – Federico Marchetti and other beneficiaries enter to into agreements for the transfer of ordinary YNAP shares to RLG Italia Holding S.p.A.|
|17 May 2018||Final results of the voluntary public tender offer for all ordinary shares of YNAP S.p.A. pursuant to article 41, paragraph 6, of Consob Regulation no. 11971 of 14 may 1999|
|10 May 2018||Provisional results of the voluntary public tender offer for all ordinary shares of YNAP S.p.A. pursuant to article 114 of Legislative Decree of 24 February 1998 no. 58, article 66 of Consob Regulation no. 11971 of 14 May 1999, and article 17 of European Regulation no. 596/2014|
|07 May 2018||Voluntary Public Tender Offer for All Ordinary Shares of YOOX NET-A-PORTER GROUP S.p.A. – YNAP TENDERS ITS TREASURY SHARES IN THE OFFER|
|23 Mar 2018||Announcement of the fulfilment of the antitrust condition pursuant to article 36, of Consob Regulation no. 11971 of 14 may 1999|
|20 Mar 2018||Voluntary Public Tender Offer for all ordinary shares of YOOX NET-A-PORTER GROUP S.P.A. – Federico Marchetti tenders his shares in the Offer|
|18 Mar 2018||Acceptance form for the tender offer|
|18 Mar 2018||Offer document|
|18 Mar 2018||Voluntary Public Tender Offer For All Ordinary Shares Of YOOX NET-A-PORTER GROUP S.P.A. Publication Of The Offer Document Pursuant To Article 38, Paragraph 2, Of Consob Regulation No. 11971 Of 14 May 1999|
|16 Mar 2018||Voluntary Public Tender Offer for all ordinary shares of YNAP – The Board approves the Issuer’s notice|
|15 Mar 2018||Announcement of the approval by Consob of the Offer Document pursuant to article 102, fourth paragraph, of Legislative Decree of 24 February 1998 no. 58|
|08 Mar 2018||Announcement of the reopening of the review period pursuant to article 38, first paragraph, of Consob regulation no. 11971 of 14 may 1999|
|22 Feb 2018||Announcement of suspension of the review period pursuant to article 38, first paragraph, of Consob Regulation no. 11971 of 14 may 1999|
|12 Feb 2018||Voluntary Public Tender Offer document filed by RLG Italia Holding S.p.A. for all ordinary shares of YOOX NET-A-PORTER Group S.p.A.|
|22 Jan 2018||Richemont announces intention to launch voluntary public tender offer for YOOX NET-A-PORTER GROUP ordinary shares|
|22 Jan 2018||Statement from Federico Marchetti, CEO of YOOX NET-A-PORTER GROUP, regarding Compagnie Financière Richemont’s Announcement|
|22 Jan 2018||YNAP Board of Directors resolved a waiver to standstill provision undertaken by Compagnie Financière Richemont|