ELITE SIM – INVESTOR TERMS AND CONDITIONS
1. ELITE SIM INVESTOR TERMS AND CONDITIONS
1.1 This page sets out the terms and conditions upon which ELITE SIM shall provide investors with access to the Platform (the “Elite SIM Investor Terms and Conditions”).
1.2 These Elite SIM Investor Terms and Conditions and the Application Form, as supplemented by the ELITE SIM General Terms and Conditions https://www.elite-network.com/terms-of-use-general-elite-sim form an agreement (the “Agreement”) entered into between:
1.2.1 ELITE SIM S.p.A. (“ELITE SIM”), a Società per Azioni incorporated under the laws of Italy and a company subject to the direction and coordination of Euronext Holding Italia S.p.A., whose registered office is at Piazza degli Affari, 6, Milano 20123 with Tax Code No 10475100961 and Group Vat No IT10977060960which is authorised and regulated by Consob under number 21002;
1.2.2 and any person (the “Investor”) that wishes to participate in one or more Capital Raisings by subscribing for Investments and by subscribing the relevant Application Form attached to and forming a part of this Agreement,
(each a “Party” and together the “Parties”).
1.3 The Agreement and all communications will only be available in English. All communications made by ELITE SIM will be by letter, telephone or email unless ELITE SIM notifies otherwise.
1.4 Definitions and provisions relating to interpretation set out in the General Terms and Conditions and in the Application Form apply to these Elite SIM Investor Terms and Conditions.
1.5 In the event of any conflicts or inconsistencies among the different documents composing this Agreement, the provisions set out in the Application Form shall prevail over both terms and conditions and, regarding the two terms and conditions, the provisions set out in the ELITE SIM Investor Terms and Conditions shall prevail over the ELITE SIM General Terms and Conditions.
1.6 The Elite SIM Investor Terms and Conditions were last updated on 8 November 2021.
2. ELITE SIM OBLIGATIONS
ELITE SIM agrees to:
2.1 enable the Investor to participate in the Platform, provided that the Investor:
2.1.1 is a professional client in accordance with Section 1 of Annex II to MiFID; and
2.1.2 has received the prior consent of ELITE SIM Broker or the Company to access certain sections of Data Rooms;
2.2 collect orders and other necessary information through the ELITE Elite SIM Broker and possible Agents from Approved Investors that wish to invest in Companies and transmit them to the relevant Company; and
2.3 notify Investors of each Investment Opportunity that matches the investment preferences that they notify to ELITE SIM through the Site, by sending the Investors a copy of the blind profile of the relevant Company.
3. INVESTOR OBLIGATIONS
3.1 The Investor represents and warrants that it is a professional client and that it has given appropriate information and documentation that ELITE SIM might require for its onboarding.
3.2 The Investor shall co-operate with ELITE SIM in all matters relating to a Capital Raising and shall promptly provide ELITE SIM with all information reasonably requested. The Investor shall ensure that all such information is correct and accurate and is not misleading in any way.
3.3 The Investor must notify ELITE SIM as soon as it becomes aware of any material change to the information provided to ELITE SIM under the Agreement.
3.4 Approved Investors shall be entitled to have placed on them behalf by an Elite Elite SIM Broker orders to subscribe for Investments through the Platform for a period ending on the date specified by the relevant Company which may be updated from time to time. ELITE SIM reserves the right to end a Capital Raising or extend the offer period of a Capital Raising in its absolute discretion. The subscription agreement for the Investment is between the Approved Investor and the Company such that the offer from the Approved Investor is to the Company and not to ELITE SIM. ELITE SIM is not a party to the agreement to invest between the Approved Investor and the Company and ELITE SIM’s service is limited to arranging the investment.
3.5 Upon instructing the Elite SIM Broker to place an order to invest in a Company, the Approved Investor agrees that it shall:
3.5.1 have made an offer to subscribe for or acquire the amount of Investments specified in the order (or such lesser amount for which the order is accepted) on the terms as may be notified to the Approved Investor by the Company, provided that the Approved Investor may notify the Company that it wishes its order to be conditional upon it being accepted in full by the Company, in which case the Company may only accept or reject such order in full; and
3.5.2 put in place payment arrangements to ensure that the Company is paid the price for the amount of Investments that the Company agrees to issue or facilitate the transfer of, to the Approved Investor in advance of the Settlement Date (it being acknowledged that the payment of that price to the relevant Company’s settlement agent shall discharge in full the obligation of the Approved Investor to pay the Company). It is the Approved Investor’s responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred.
3.6 The relevant Company shall be responsible for issuing Investments that have been purchased by an Approved Investor to that Approved Investor.
3.7 The Investor shall notify ELITE SIM of any Investment that it makes if the relevant Company was introduced to the Investor through the Platform within the last 12 months in respect of debt Investments and within 18 months in respect of equity Investments.
3.8 The Investor shall provide ELITE SIM with such information as ELITE SIM may request from time to time, in order to enable ELITE SIM to satisfy its legal and regulatory obligations.
3.9 The Investor acknowledges that:
3.9.1 ancillary charges or fees may be payable to third parties in connection with it making an investment in a Company, and acknowledges that such charges or fees are not associated with these terms. The Investor warrants to ELITE SIM that it shall pay such fees or charges and shall indemnify ELITE SIM against any loss, liability, cost or expense resulting from the same;
3.9.2 as a consequence of becoming a shareholder of a Company it shall be subject to the provisions of the Company’s constitution, bond instrument or investment agreement (as applicable);
3.9.3 it will need to make its own assessment as to whether or not to invest in a Company; and
3.9.4 ELITE SIM does not provide the Investor with any advice or recommendations in relation to Investments.
The Parties acknowledge and agree that:
4.1 the Investor is not a client of ELITE SIM and that ELITE SIM will not be responsible to the Investor for providing the protections offered to a client of ELITE SIM;
4.2 ELITE SIM will not be involved in any drafting or negotiation of terms and conditions between the Company and the Investor;
4.3 a Company and/or Elite Elite SIM Broker shall not be obliged to:
4.3.1 provide the Investor with access to the Data Room; or
4.3.2 accept any order from the Investor to invest in that Company, in whole or in part, provided that it will only accept or reject an order in full if the relevant Investor notifies it that such order is conditional on it being accepted in full;
4.4 the Company (together with its advisers, as appropriate) will perform its own analysis or due diligence on the Investor;
4.5 ELITE SIM shall have any responsibility or liability for, and the Investor is not relying on any representations or warranties by Elite or ELITE SIM with respect to the Company or any person or matter relating to or connected with the Company, including information provided by the Company whether or not such information is posted in the Data Room, including, without limitation, its financial condition, standing, future prospects, compliance with law and regulation, or its probity, or that of any person connected with the Company; and
4.6 ELITE SIM will be liable for any act or omission of, or any charges, costs or losses incurred by the Company, the Investor or any other party involved with the Platform.
4.7 Each Party shall pay its own costs and expenses in connection with the Agreement.
5.1 In the event that the Agreement is terminated and the Investor has an outstanding or incomplete order for investment in a Company, the Investor may only terminate the Agreement if it has withdrawn its order by notifying ELITE SIM and the Company of its wish to do so.
6. STATUS OF ELITE SIM
6.1 ELITE SIM is a duly authorized company, inter alia, to the provision (i) of the service of reception and transmission of orders (RTO), referred to in article 1, paragraph 5, letter c), of the Legislative Decree n. 58 of 24 February 1998, as a result of CONSOB Resolution No. 21002 of 17 July 2019, without the holding, even temporary, of cash and financial instruments of customers and without risk-taking by the company itself.