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Electronic versions of the materials you are seeking to access are being made available on this webpage by STMicroelectronics (the “Company) in good faith and for information purposes only. The Company does not accept any responsibility for any contravention of applicable securities laws and regulations by individuals for the accuracy, completeness or fairness or use of information provided by such individuals.
The documents available on this website are not for distribution directly or indirectly in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful and are not directed at persons located in those jurisdictions.
The documents available on this part of the website do not constitute, or form a part of, and should not be construed as, an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so, and are not for publication, release or distribution in or into the United States (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)). There will be no public offer of the securities in the United States or in any other jurisdiction. The documents available on this part of the website may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of such documents in whole or in part is unauthorized. The documents may not be taken or transmitted into the United States, Australia, South Africa or Japan or distributed, directly or indirectly, in the United States, Australia, South Africa or Japan or to any resident thereof. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
The documents available on this part of the website are directed exclusively at market professionals and institutional investors, being “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors”) and have been prepared on the basis that any offer of bonds in any member state of the EEA or the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of bonds. Each person in a Member State or the United Kingdom who initially acquires any bonds or to whom any offer of bonds may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. The expression “Prospectus Regulation” means regulation (EU) 2017/1129 (as amended or superseded). References to regulations or directives include, in relation to the UK, those regulations or directives as they form part of UK domestic law by virtue of the European Union (withdrawal) act 2018 or have been implemented in UK domestic law, as appropriate.
MIFID II product governance / professional investors and eligible counterparties only target market - solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MIFID II”); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MIFID II; and (c) local implementing measures (together, the “MIFID II product governance requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MIFID II product governance requirements) may otherwise have with respect thereto, the bonds have been subject to a product approval process, which has determined that: (i) the target market for the bonds is eligible counterparties and professional clients only, each as defined in MIFID II; and (ii) all channels for distribution of the bonds to eligible counterparties and professional clients are appropriate as permitted by MIFID II (the “target market assessment”). Any person subsequently offering, selling or recommending the bonds (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MIFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the bonds.
For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of the suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the bonds.
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the bonds or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.
In addition, the documents available on this part of the website are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
The offering of the bonds has not and will not be registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) (the Italian securities exchange commission) pursuant to Italian securities legislation and, accordingly, no bonds may be offered, sold or delivered in the Republic of Italy, except: (i) to qualified investors ( investitori qualificati), as defined pursuant to Article 2 of the Prospectus Regulation and any applicable provision of legislative decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and any other implementing regulations; or (ii) in other circumstances which are exempted from the obligation to publish a prospectus, as provided for pursuant to Article 1 of the Prospectus Regulation and Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended and the applicable Italian laws. Any offer, sale or delivery of the bonds or distribution of copies of offering material relating to the bonds in the Republic of Italy will be made (i) by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Laws Consolidated Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, the legislative decree No. 385 of 1 September 1993 (the “Consolidated Banking Act”) and CONSOB Regulation No. 2307 of 15 February 2018, as amended; (ii) in compliance with Article 129 of the consolidated banking act, as amended and the implementing guidelines of the Bank of Italy, as amended; and (iii) in compliance with any other applicable laws, regulations or requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.
In the case of any securities being offered to a potential investor in its capacity as a financial intermediary (as such term is used in Article 5(1) of the Prospectus Regulation), such financial intermediary will be deemed to have represented and agreed that the securities acquired by it in the offering have not been acquired on behalf of persons in a member state other than Qualified Investors or persons in member states for whom such financial intermediary has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in a member state where this would result in a requirement for publication by the issuer, the managers or any other manager of a prospectus pursuant to Article 3 of the Prospectus Regulation, unless the prior written consent of the managers has been obtained to such offer or resale.
The bonds may be sold only to purchasers in Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 prospectus exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 registration requirements, exemptions and ongoing registrant obligations. any resale of the bonds or shares delivered on conversion of the bonds must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
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