THIS PRESS RELEASE SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

MARBLES S.p.A.

With a Sole Shareholder

Voluntary public tender offer launched by Marbles S.p.A. for all of the shares of Retelit

S.p.A.

* * *

PRESS RELEASE PURSUANT TO ART. 37-TER, PARAGRAPH 3, OF THE

REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14,

1999, AS SUBSEQUENTLY AMENDED ("ISSUERS' REGULATION")

* * *

OFFER DOCUMENT FILED WITH CONSOB

Rome, June 19, 2021 - Marbles S.p.A. with a sole shareholder (the "Offeror"), on the date hereof has filed with the Italian Market Authority (Commissione Nazionale per le Società e la Borsa, "CONSOB") - pursuant to Art. 102, paragraph 3, of the Legislative Decree No. 58 of February 24, 1998, as subsequently amended (the "TUF"), and Art. 37-ter, paragraph 3, of the Issuers' Regulation

  • the offer document (the "Offer Document") relating to the voluntary public tender offer (the "Offer") launched pursuant to Arts. 102 and 106, paragraph 4, of the TUF by the Offeror for all of the ordinary shares of Reti Telematiche Italiane S.p.A., in short Retelit S.p.A. ("Retelit" or the "Issuer") that the Offeror does not yet own (directly or indirectly) as of the date hereof.

The Offeror will pay a consideration equal to Euro 2.85 for each Retelit share tendered to the Offer. If all of the Retelit shares targeted by the Offer were tendered to the Offer, the total maximum value of the Offer would be equal to Euro 333,568,417.50.

The Offer Document will be published upon completion of CONSOB's review period, pursuant to Art. 102, paragraph 4, of the TUF. Pending the publication of the Offer Document, for any further information regarding the main conditions of the Offer please refer to the notice of the Offeror pursuant to Art. 102, paragraph 1, of the TUF, published on the Issuer's website (www.retelit.it) as well as on the website of the global information agent appointed by the Offeror (www.georgeson.com).

* * *

Press release issued by Marbles S.p.A. and disseminated by Retelit S.p.A. upon request of Marbles

S.p.A.

THIS PRESS RELEASE SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

The Offer will be launched exclusively in Italy as Retelit's shares are listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia, Japan or any other jurisdiction

where the launching of the Offer would require the approval of local authorities or otherwise be unlawful (the "Excluded Countries"), and the shares may not be tendered in the Offer by any such use, means, instrumentality or facility from or within any Excluded Country or by persons located or resident in any Excluded Country. Accordingly, copies of the Offer Document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly (including, without limitation, by custodians, trustees or nominees), mailed or otherwise transmitted, distributed or forwarded in or into the Excluded Countries or to persons located or resident in any Excluded Country. Any purported tender of Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of shares made by a person located or resident in an Excluded Country or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal resident in or giving instructions from an Excluded Country will not be accepted.

In the United Kingdom, this press release is only addressed to and is only directed at qualified investors within the meaning of the of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); or (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being "relevant persons"). Any solicitation, offer or agreement to purchase or otherwise acquire the shares will be directed exclusively at such relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

This press release is not an extension of the Offer in the Excluded Countries.

For these purposes, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

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Retelit S.p.A. published this content on 19 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2021 18:44:02 UTC.