These special conditions of service (the "Special Conditions") have been prepared by Siamosoci S.r.l. ("Siamosoci"), with registered office in Milan, via Timavo n. 34, tax code and registration number with the Companies' Register of Milan 07464370969, in its capacity as manager of the portal for the facilitation of the online collection of capital Mamacrowd, in order to regulate the procedures for the provision of the service that allows Investors to adhere to the alternative regime for the registration and transfer of shares referred to in art. 100-ter, co. 2-bis, of the TUF (the "Rubrication Service").
For the purposes of providing the Listing Service, Siamosoci has entered into an agreement with DIRECTA SIM S.P.A. with registered office in Turin, Via Buozzi n. 5, Turin, Via Buozzi n. 5, tax code and company registration number 06837440012, a securities brokerage company authorized to provide the services of i) order receipt and transmission, ii) placement without irrevocable commitment to the Issuer, iii) order execution on behalf of clients concerning financial instruments and iv) investment advice (hereinafter also "Directa SIM" or the "Intermediary") "Intermediary"), - under which Directa SIM will manage subscriptions to the Alternative Regime (as defined below), will take on the task of subscribing units in its own name and on behalf of investors and implementing the alternative regime for the registration and transfer of units pursuant to art. 100-ter, co. 2-bis, of TUF on behalf of the investors of Mamacrowd.
1. Description of the Listing Service
1.1 The Listing Service, limited to the Offers for which it has been activated, allows the Investor to adhere to the alternative regime of registration and transfer of units representing the share capital (the "Units") of small and medium-sized companies constituted as limited liability companies, which intend to offer their Units on the Portal (the "Offerors"), provided for by Article 100-ter, paragraph 2-bis, of the TUF (also the "Alternative Regime").
1.2 Adherence to the Alternative Regime entails a derogation from the ordinary regime provided for by Article 2470, paragraph 2, of the Italian Civil Code and Article 37, paragraph 1-bis, of Law Decree 112/2008 (the "Ordinary Regime"). Generally, the Investor must make a specific option to join the Alternative Regime ("Traditional Acceptance") unless the Offeror indicates to the Manager its preference for the Alternative Regime, requesting its application as a priority regime for the allotment of the Units under the Offer for all or particular categories of investors, unless the Investor chooses otherwise during the investment process (hereinafter, the "Massive Acceptance").
1.3 In any case of subscription to the Alternative Scheme (Traditional Subscription or Massive Subscription), the subscription of the Units by the Investor will be made, in case of success of the Offer, through Directa SIM; the sale of the Units by the Investor or by the subsequent purchaser (provided that the latter also has an account with Directa SIM) will be made by simply recording the transfer in the registers kept by the intermediary without costs or charges for the purchaser and/or the seller.
1.4 In the case of Multiple Membership, the registration through Directa SIM may take place only if the Investor, when subscribing to the specific offer, does not change the selection of the "Rubrication" flag which, in the case of Massive Rubrication will appear as pre-selected (as explained in more detail in paragraph 2 below "Activation of the Rubrication Service and participation in the Alternative Regime"). In such cases, the Investor can join the Alternative Regime simply by completing the appropriate Service Activation procedure prepared by Directa SIM after accepting these special terms and conditions of service. If, on the other hand, the Investor intends to opt for the Ordinary Regime, he will have to change the selection of the "Listing" flag at the beginning of the investment order entry process.
1.5 In case of Traditional Membership, the heading through Directa SIM can take place only if the Investor, when subscribing to the specific offer, opts to use the Alternative Regime, by selecting the "Rubrication" flag (as better specified in the following paragraph 2 "Activation of the Rubrication Service and subscription to the Alternative Regime") and proceeds to complete the activation of the Rubrication Service with Directa SIM and to accept these terms and conditions of the service.
1.6 Investors may view their participation in the Alternative Regime in relation to a single Offer by accessing their personal page on the Portal.
1.7 Participation in the Alternative Regime is always reversible: the Investor may at any time request the application of the Ordinary Regime in place of the Alternative Regime, by asking Directa SIM (www.directa.it; e-mail address: firstname.lastname@example.org) to directly register the units in the name of the Investor
In this case, Directa SIM will not charge any cost to the Investor, but the latter will have to pay any fees due to professionals who may be involved in the ordinary registration procedure (notary and/or accountant) as well as the related administrative charges not specifically charged to the Offeror, where applicable (stamp duty, fees, etc.). Such charges depend on the professional fees in force or on the agreements entered into directly with the respective professionals.
2. Activation of the Listing Service and subscription to the Alternative Regime
2.1 The investor may subscribe to the Rubrication Service by following the specific activation procedure provided on the mamacrowd portal and also accessible at the bottom of this page.
In particular, the investor must:
2.2 In order to open the SIM Account and to join the Alternative Scheme, the Investor is required to accept the terms and conditions of Directa SIM (the "Directa SIM Termsand Conditions") through a specific web page managed by the latter, to which the Investor will be automatically redirected after the activation of the procedure for joining the Tender Service. Directa SIM's contractual terms and conditions provide, inter alia:
1. in the case of first adhesion to the Alternative Regime, the opening of the SIM Account with Directa SIM, upon payment of the amounts indicated in art. 3 below;
2. the compulsory conferment to Directa SIM, by the Investor, of a mandate to carry out the registration of the Units in the name and on behalf of the Investor, keeping adequate evidence of the identity of the same and of the Units held;
3. the obligation for Directa SIM to issue, upon request of the Investor or of the subsequent purchaser, a certificate proving the ownership of the Units (the "Certificate of Registration");
4. directa SIM's obligation to allow the Investor to dispose of his/her Units by simply recording the transfer in the registers kept by Directa SIM, without costs or charges for either the purchaser or the disposer (in the case of sales between parties with a SIM Account);
5. the right for the investor and/or subsequent purchasers to request, at any time and at their own expense, the direct registration of their units in their own name.
For conditions relating to the SIM Account please refer to the standard contract of Directa SIM and the relative conditions available at the following links:
3. Economic conditions and payment methods
3.1 In the case of Traditional Membership:
1) at the time of opening the SIM Account, the Investor shall pay to Directa SIM (the "SIM Account Opening Fee"):
● a sum equal to 15.00 (fifteen/00) euro, if a natural person;
an amount equal to euro 80,00 (eighty/00), if a legal entity.
These amounts are not reimbursable if the Offer to which the Investor has adhered under the Alternative System does not conclude successfully or if the investment is not completed following the occurrence of an 'overfunding' situation. These amounts will not be due by the Investor if he already has an account with Directa SIM.
2) Once the SIM account has been opened, for each investment in a successful offer (except in the case of exclusion due to 'overfunding'), the investor, whether an individual or a legal entity, must pay to Directa SIM the amount of € 20.00 (twenty/00) (the "Offer Rubrication Cost"). This amount is due by the Investor only in case the Offer is successfully concluded.
3) For the issue of the Header Certificate referred to in Article 2.2., No. 3 above, the Investor shall pay Directa SIM an amount equal to Euro 5.00 (five/00) (the "Cost of Issue of the Header Certificate"). This amount is not due in the case of the first issue of the certificate, which is to be considered free of charge.
3.2 Payment of the amounts referred to in this article 3 shall be made by withdrawing the relevant sums from the SIM Account, in accordance with the terms of the contract between the latter and the Investor. The Investor, therefore, must ensure that the SIM Account has the necessary funds to cover the costs of joining the Alternative Regime. In the absence of funds, Directa SIM may not accept the Investor's request to join the Alternative Scheme.
3.3 In case of Massive Adhesion, the Offeror will bear directly the costs referred to in this article 3, according to the agreements concluded from time to time with Directa SIM; the Investor, therefore, will not have to pay anything. In particular, the Offeror will provide for the payment of:
a) the SIM Account Opening Cost in the event that the Investors participating in the offer do not have a SIM Account. (This amount is not reimbursable in the event that the Offer with Massive Acceptance is not successful or in the event that the investment is excluded due to the occurrence of an 'overfunding' situation: in this case the SIM Account remains open in the name of the investor who may freely use it for future acceptances).
b) the Offer Rubrication Cost relating to all investors in the offer which provides for Mass Adhesion (This amount is payable by the Offeror only if the Offer is successful).
c) The first issue of the Header Certificate, which is required as a qualification for the exercise of corporate rights, is free of charge. Subsequent requests for Certificates of Incorporation will be subject to a fee of Euro 5.00 per certificate payable by the investor.
3.4. In case of option for the "conversion to the ordinary regime" and, therefore, request to use the Ordinary Regime, Directa SIM will not charge any cost to the Investor but the latter will have to bear any expenses due to professional figures that may intervene in the procedure of ordinary registration (notary and / or accountant) as well as the related administrative charges not specifically charged to the Offeror, where due (stamps, fees, etc. ..). Such charges depend on the professional fees in force or on the agreements entered into directly with the respective professionals.
4. Conditions precedent
4.1 Participation in the Alternative Scheme, both in case of Traditional and Massive Participation, according to the terms and conditions provided by Directa SIM, is subject to the correct identification of the Investor for anti-money laundering purposes by Directa SIM and, more generally, to the completion of the Activation procedure of the Disclosure Service prepared by Directa SIM, as well as to the acceptance of the Terms and Conditions of Mamacrowd (available here), of the Particular Terms and Conditions and of the conditions applied by Directa SIM, made available to the Investor during the subscription procedure.
4.2 If the above condition precedent is not met, the participation in the Alternative Scheme will be considered as not having taken place, with the consequence that, if the Offer is successful (and there is no overfunding), the Investor will be subject to the Ordinary Regime.
5. Limitations of liability
5.1 Siamosoci is only responsible to the Investor for the provision of the Crowdfunding Service and does not provide any guarantee regarding the management of the Alternative Scheme by Directa SIM.
5.2 Siamosoci is not liable to the Investor for errors and/or omissions in relation to the Alternative Scheme, nor for the conduct of Directa SIM. For any request, question, complaint or dispute relating to the Alternative Scheme and its management, the Investor must refer exclusively to Directa SIM.
6. Processing of personal data
6.1 Siamosoci will process the personal data provided by the Investor, as data controller, for purposes related to the execution of these Special Conditions and the related General Conditions. In order to provide the Listing Service, Siamosoci will communicate the Investor's personal data to Directa SIM, which will process them in its capacity as independent data controller.
6.2 The information on the processing of personal data by Siamosoci is available at the following address https://mamacrowd.com/_/privacy.
7. Applicable law and competent court
7.1 These Special Conditions shall be governed in all respects by Italian law.
7.2 For the determination of the competent court to decide on any dispute concerning the interpretation, execution and/or termination of these Special Conditions, please refer to the choice of court clause in the General Conditions.
© 2022 SiamoSoci Srl a company of Azimut Group - VAT number IT07464370969 - Via Timavo 34, 20124 MI - SC € 87.248,12 fully paid up - Registr. 8, resolution 19002 of 06/08/14