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The Exchange Offer, the Tender Offer and the Consent Solicitation do not constitute an offer to the public within the meaning of Article 2(d) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended.
The Exchange Offer, Tender Offer and Consent Solicitation Memorandum (the “Memorandum”) has not been or shall not be distributed in the Republic of Italy and abroad except to qualified investors (investitori qualificati) as defined in Article 2(e) of the Prospectus Regulation and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended. The Memorandum has not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa.
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