Announcement of Initial Offering and Intention to Float
Intention to Float
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or, in Switzerland, the Swiss Financial Services Act (“FinSA”), or, in the United Kingdom, the Prospectus Regulation Rules published by the UK Financial Conduct Authority, and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the offering memorandum to be published by Art Share 003 S.A. (the “Offering Memorandum”) and not in reliance on this announcement. No prospectus, as defined pursuant to the above indicated regulations, will be published.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Nothing in this announcement should be interpreted as a term or condition to any offer and nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into any investment activity, any decision to purchase, subscribe for or otherwise acquire, or dispose of, any Offered Shares (as defined below). Any offer to acquire shares in the Company (as defined below) pursuant to the proposed offering will be made, and any investor should make their investment decision, solely on the basis of the information that is contained in the Offering Memorandum which is expected to be published before the admission of the Company’s Class B redeemable shares (“Offered Shares”) to trading on the multilateral trading system operated by ARTEX Global Markets AG (“ARTEX GM”). A copy of the Offering Memorandum will be made available prior to the commencement of the private placement on the Company’s website at https://www.artshare003.com, subject to applicable securities regulations.
Art Share 003 S.A. is a public limited liability company (société anonyme) formed and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 16, rue E. Ruppert, L–2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Business Register (R.C.S.) under number B286436 (“Art Share 003” or the “Company”).
Art Share 003 is managed by a board of directors which is composed of Mrs Ursula Schmidt, Mr Edouard de Burlet and Mr Ronan Le Bouc.
Investing in the Offered Shares is connected with a number of risks including, but not limited to, the financial risk resulting from a decline in the price of the Offered Shares and the potential limited liquidity of the Offered Shares. With all investment decisions it is necessary to define future profit and assess the risk connected with it. Investing in the Offered Shares implies the risk of losing part or all the invested funds, and even the necessity of incurring additional costs. The risk factors set out in the Offering Memorandum should be reviewed, and evaluated in full by any prospective investor prior to making any investment decision.
Announcement of Initial Offering and Intention to Float
Art Share 003 today announces its intention to undertake an initial offering by way of private placement to qualified / professional investors [as further defined in the Offering Memorandum to be published on the Company’s website (the “Offer”) and intends to apply for listing and admission of its Offered Shares on ARTEX GM (the “Listing”).
The sole underlying Artwork held by the Company is the ‘Abstraktes Bild (809-4)’ by Gerhard Richter (the “Artwork”). This monumental painting showcases Richter’s renowned squeegee technique, developed during this period, wherein a large flat tool is dragged across the wet paint. It results in mesmerising colour formations and unusual depth and texture. One of the last monumental Abstrakte Bilder, the Artwork propelled Richter to become the most expensive living artist when it was sold for $34.4 million in October 2012.
The Company is a securitisation vehicle governed by the Luxembourg law of 22 March 2004 on securitisation, as amended. Its principal activity is to hold and securitise the Artwork (including entering into certain agreements in relation thereto) as well as assuming risks, existing or future, relating to the holding of the Artwork.
Potential Offer Highlights
Should the Offer proceed, the Offered Shares shall be comprised of redeemable class B shares of the Company without nominal value denominated in U.S. dollars and where all cashflows relating to such shares (e.g., purchase, distributions, redemptions) shall be settled in Euro currency. The Offer shall be conducted to allow investors to indirectly invest in the Artwork, hence giving to the investors access to a fraction of the Artwork by way of a securitisation transaction in proportion to their investment.
The Offer should consist in an institutional offering to qualified / professional investors in the European Economic Area (the “EEA”), the UK and Switzerland.
In connection with this Offer, an Offering Memorandum will be made available online on Art Share 003’s website at www.artshare003.com subject to certain access restrictions prior to the commencement of the Offer.
Enquiries:
Public Relations Adviser to ART Share 003
Alienor Miens – +33 (0)6 64 32 81 75 – alienor.miens@margie.fr
Bertrand Chambenois – +33 (0)6 11 84 34 92 – bertrand.chambenois@margie.fr
Investor Relations at ART Share
Fabien Svarnas : investor-relations@Artshare003.com
Important – Legal Information
These materials must not be published, distributed or transmitted in the United States, Canada, Australia, New Zealand, South Africa, Japan, or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The Offered Shares may not be offered or sold in the United States absent registration on exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The shares of the Company have not been, and will not be, registered under the Securities Act. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase Offered Shares in Luxembourg, Switzerland or any other jurisdiction.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The Offer will be made solely by means of, and on the basis of, a securities offering memorandum which is to be published. An investment decision regarding the publicly offered securities of Art Share 003 should only be made on the basis of the offering memorandum. The offering memorandum is available free of charge at 16, rue E. Ruppert, L–2453 Luxembourg, Grand Duchy of Luxembourg, or the Company’s website at https://www.artshare003.com/ subject to applicable securities regulations.
In so far as forecasts or expectations are expressed in this investor relations news or where our statements concern the future, these forecasts, expectations, or statements may involve known or unknown risks and uncertainties. Actual results or developments may vary, depending on changes in the operating environment. The Company does not assume an obligation to update the forecasts, expectations or statements contained in this release.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness, or completeness. This announcement is not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Canada, Japan, New Zealand or the United States (including its territories and possessions, any State of the United States) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Offered Shares may not be offered or sold in the United States unless registered under the Securities Act except pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Offer and sale of the Offered Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, South Africa, Canada or Japan and New Zealand. Subject to certain exceptions, the Offered Shares may not be offered or sold in Australia, Canada or Japan, New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, or Japan. There will be no public offer of the Offered Shares in any jurisdiction.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are “investment professionals” specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”) and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as “Relevant Persons”).
In the EEA, this announcement is addressed only to and directed only at, persons in member states who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors.
Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons. For the avoidance of doubt, no offer to the public will be made in the United Kingdom and no application will be made for the Offered Shares to be traded on a regulated market in the United Kingdom.
None of Zeus Capital Limited or any of its affiliate or any of its or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Art Share 003, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by using forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward- looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth, and strategies. Forward-looking statements speak only as of the date they are made. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Any subscription or purchase of the Offered Shares in the possible Offer should be made solely on the basis of information contained in the Offering Memorandum which may be issued by the Company in connection with the possible Offer.
The information in this announcement is subject to change. Before subscribing for or purchasing any Offered Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Offering Memorandum. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor the references herein to the Offering Memorandum, shall form the basis of or constitute any offer, or any solicitation of any offer to purchase or subscribe for any Offered Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract thereof.
The Company may decide not to go ahead with the Offer and there is therefore no guarantee that the Listing will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Offering Memorandum referred to herein, constitutes a recommendation concerning the Offer. The value of the Offered Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. For the avoidance of doubt, the contents of the Company’s website are not incorporated by reference into, and does not form part of, this announcement.
