This marks the inaugural listing on ARTEX Stock Exchange, introducing the first ever Art Listing, providing a multilateral trading facility for investment and trading in this new asset class.
Luxembourg, 16 February 2024
- Art Share 002 S.A. (the "Issuer"), a public limited liability company incorporated in Luxembourg, today announces the launch of the initial offering based on its underlying asset - the triptych 'Three Studies for Portrait of George Dyer' by Francis Bacon (the "Artwork"), ahead of the intended admission of its Class B redeemable shares (EUR), having the ISIN: LU2583605592 (the "Class B Shares") to trading on the regulated market ARTEX MTF AG (the "ARTEX Stock Exchange").
- The Issuer qualifies as a securitisation vehicle governed by the Luxembourg law of 22 March 2004 on securitisation, as amended, offering its Class B Shares to certain investors, shares which will subsequently be traded in the regulated ARTEX Stock Exchange under the symbol "BAC1EU".
- The initial offering (the "Offering") is being made by way of a placement to qualified and/or institutional investors, as defined in the Issuer's offering memorandum (the "Offering Memorandum"). The Offering consists of a minimum of 412,500 Class B Shares corresponding to 75% of all Class B Shares, and a maximum of up to 550,000 Class B Shares, at a fixed price in EUR equivalent to USD 100 per Class B Share.
- The Class B Shares will be offered at an aggregate valuation in EUR equivalent of USD 55 million. The Artwork was previously purchased at auction at Christie's in May 2017 for USD 51.7 million.
- Closing of the Offering and the fixing of the EUR price per Class B Share is expected to take place on 29 February 2024.
- Trading of the Class B Shares on the ARTEX Stock Exchange is expected to start on 8 March 2024.
- This transaction has received strong early interest from investors and will take place in a very dynamic art market environment.
H.S.H. Prince Wenceslas of Liechtenstein, co-founder and Chairman of ARTEX Stock Exchange, commented: "Today marks an important milestone as we plan to admit our first art initial offering on the ARTEX Stock Exchange, featuring a distinguished masterpiece by the great British artist Francis Bacon. Our ambition is to create the world's leading fully transparent, universally accessible, and secure trading venue for art. This first offering paves the way for many more to come."
Yassir Benjelloun-Touimi, co-founder and CEO of ARTEX Stock Exchange, added: "We are very proud to finally announce the launch of the world's first art listing, with this amazing triptych from Francis Bacon "Three Studies for Portrait of George Dyer." It is another step on the long journey we embarked upon 3 years ago and the relentless pursuit of democratising investment in art, in pursuit of our goal of making it accessible to all.
Francis Bacon, Three Studies for Portrait of George Dyer, 1963 © The Estate of Francis Bacon. All rights reserved, DACS 2024 / Photo by The Makers Photography
The Offering Memorandum in relation to Art Share 002 S.A.'s Class B Shares is available for qualified investors on its website www.artshare002.com. It relates to the admission to trading and listing on the ARTEX Stock Exchange, a multilateral trading facility ("MTF", as defined within the MiFID II legislation) regulated by the Liechtenstein Financial Market Authority, of Class B Shares (EUR) of the Issuer.
Offering highlight
The Issuer's aim is to democratise access to a great masterpiece, Francis Bacon's iconic triptych Three Studies for Portrait of George Dyer, 1963. Qualified investors (as defined in the Offering Memorandum) are provided the opportunity to subscribe for Class B Shares in the Offering, thereby investing (indirectly) in the Artwork. The Artwork offers these qualified investors an opportunity to preserve their capital and diversify their portfolios by investing in a newly liquid asset class. Following the listing on ARTEX Stock Exchange, the Class B Shares will also be accessible for secondary market trading to the public.
It is intended that the Artwork to be displayed, on loan. To cultural institutions such as museums to enhance accessibility to the public. This will add a unique social impact dimension to the investment and contribute to the goal of the democratisation of iconic artwork.
Lock-up arrangements
The Remaining Shares to be held by the Seller are subject to the following placement restrictions:
- During the first 3 months from the offering, the Seller shall not be able to place any of the Remaining Shares;
- following the period of 3 months from the offering, the Seller shall have the option to direct the Company to place on ARTEX MTF one third of the Remaining Shares.
- following the period of 4 months and 15 calendar days from the offering, the Seller shall have the option to direct the Company to further place on ARTEX MTF one third of the Remaining Shares; and
- following the period of 6 months from the offering, the Seller shall have the option to direct the Company to further place on ARTEX MTF any balance of Remaining Shares then held.
The Seller has empowered the Company to have the option to place at all times any of the Remaining Shares at a price in excess of the Offer Price, subject to such Remaining Shares being issued at a maximum discount of 3% to the average closing market price for the previous 5 Business Days, unless otherwise agreed between the Company and the Seller.
Dividend policy
The Company does not otherwise anticipate generating net profits and thus does not expect to pay any dividends on the Offered Shares in the foreseeable future. Any future determination to pay dividends will be made in accordance with applicable laws and the Company's Articles.
Indicative timetable of the Offering
- The Start of the offering period was 16 February 2024.
- The end of the offering period and allocation is expected to take place on 29 February 2024.
- Settlement is expected to take place on 7 March 2024.
- Admission and trading of the Class B Shares on ARTEX Stock Exchange is planned to start on 8 March 2024 with the following:
- Ticker Symbol: BAC1EU
- ISIN: LU2583605592
- WKN: A3D7ZH
- CFI Code: ESXXXR
Orders and subscriptions
Zeus Capital Limited ("Zeus"), a UK Investment Bank regulated by the Financial Conduct Authority in the UK, is acting as the Bookrunner for the Offering. The initial offer shall be settled through Zeus's settlement agent, Pershing Securities a subsidiary of BNY Mellon.
For questions, subscriptions and requests for assistance in connection with the initial offer we direct you to:
Zeus Capital Limited
Ben Robertson
125 Old Broad Street, 12th Floor, London, EC2N 1AR
www.zeuscapital.co.uk
Additional placement agents may be appointed in connection with the Offering and will be communicated on the website of the Issuer).
Information available to qualified investors
The Offering Memorandum may be obtained in electronic or printed form, free of charge, upon request at Art Share 002 S.A., during regular business hours, at the registered office of the Issuer located at 16, rue E. Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg. The Offering Memorandum is also available in electronic form on the website of ARTEX Stock Exchange), and on the website of the Issuer).
The Issuer draws the investors' attention to the Offering Memorandum and especially to the risk factors described in the Offering Memorandum. The occurrence of one or more of these risks may have a material adverse effect on the Issuer's business, reputation, financial position, results or outlook, as well as the market price of its Class B Shares.
Partnerships of ARTEX Stock Exchange
The ARTEX Stock Exchange offers a continuous trading model in connection with auctions. It starts with an opening auction, followed by continuous trading via a central limit order book. The trading ends with a closing auction. The Artex Stock Exchange participants consist of members and market makers which facilitate the trading of the Class B Shares by the Issuer to trade with a certain liquidity.
ARTEX Stock Exchange has secured partnerships with SIX AG ("SIX"), a well-established infrastructure service provider. SIX will provide clearing services via SIX x-clear AG and real market data feed via SIX Exfeed AG. The settlement of Class B Shares on the secondary market will happen through the bridge offered via Euroclear and Clearstream. UnaVista, an LSEG business, will support ARTEX Stock Exchange in fulfilling its information exchange and reporting to the relevant supervisory bodies.
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About Art Share 002 S.A.
Art Share 002 is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg existing as a securitisation undertaking (organisme de titrisation) within the meaning of the Securitisation Law. It has been set-up to issue shares, tracking the economic risk associated with the Artwork and any other associated risk within the meaning of article 53 of the Luxembourg law of 22 March 2004 on securitisation, as amended, financed inter alia by the issuance of the Class B Shares.
Art Share 002 was established to facilitate fractional investment in the Artwork through the issuance of the Class B Shares (i.e., undertaking a securitisation transaction of the Artwork).
The principal activity of Art Share 002 is to hold and securitise the Artwork, as well as assuming risks, existing or future, relating to the holding of the Artwork. Its principal activities to date have been limited to organisational activities, including entering into certain agreements (i) for the acquisition of the Artwork and (ii) those necessary for the preparation and execution of the Offering, it's admission and listing on the ARTEX Stock Exchange.
Art Share 002 is managed by a board of directors who are Mrs Ursula Schmidt, Mr Edouard de Burlet and Mr Ronan Le Bouc.
Art Share 002 does not expect to generate revenues or cashflows from lending, for free, the Artwork to cultural institutions such as museums. It will not conduct any business activities except for activities relating to the ownership, maintenance and promotion of the Artwork and, as such, these activities shall be limited to a passive administration of the ownership of the Artwork.
The strategy will be to display and promote the Artwork in a manner designed to improve public understanding of it.
About ARTEX
ARTEX Stock Exchange operates a secure and liquid art focused traditional stock exchange, regulated and supervised by the Financial Markets Authority of Liechtenstein within the European MiFID II legislative framework. Providing easy access to a traditionally exclusive fine art market, ARTEX Stock Exchange aims to democratise investing in artworks from the world's greatest masters, spanning a period from the Renaissance to the twentieth century. ARTEX Stock Exchange-listed masterpieces will be on public display, in museums and exhibitions around the world. ARTEX Stock Exchange will strive to empower investors by offering the latest news, market insights and educational content to allow wider participation in art investing. ARTEX Stock Exchange was co-founded in 2020 by art enthusiasts and financial markets experts H.S.H. Prince Wenceslas of Liechtenstein and Yassir Benjelloun-Touimi.
ARTEX Stock Exchange" is a multilateral trading facility operated by ARTEX MTF AG, a company incorporated in the Principality of Liechtenstein under company number FL-0002.682.571-2 with registered offices at Wuhrstrasse 6, 9490 Vaduz, Liechtenstein.
ARTEX Stock Exchange is regulated by the Financial Markets Authority under reference number 307407.
For more information about ARTEX, please visit www.artex-stockexchange.com
Press contacts
France and Global
Aliénor Miens | Alienor.miens@margie.fr| +33| +33 (0)6 11 84 34 92
DISCLAIMER
This document is an announcement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of Art Share 002 S.A. (the "Issuer").
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
In any member state of the European Economic Area, this communication is only addressed to and is only directed at qualified investors in such member state within the meaning of the Prospectus Regulation, and no person that is not a qualified investor may act or rely on this communication or any of its contents.
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. 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 Australia, Canada, Japan, New Zealand, the United States. 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 (Regulation (EU) 2017/1129) 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 European Economic Area (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 (Regulation ((EU) 2017/1129) ("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 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. 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. Each of the Company and Zeus Capital Limited, 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 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 if published. 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 initial offer and there is therefore no guarantee that the admission 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. 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 the Company, 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.
Information to distributors in the EEA
Solely for the purposes of the product governance requirements contained within: (i) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, delict, contract or otherwise, which the Company, in its capacity as "manufacturer" for the purposes of the MiFID II Product Governance Requirements may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process, which has determined that such Offered Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (b) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for purposes of the MiFID II Product Governance Requirements) should note that the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection, and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer, including the selling restrictions described in "Notice to Investors (Selling Restrictions)". Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Placement Agents will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, purchase, subscribe for, or take any other action whatsoever with respect to the Offered Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
Information to Distributors in the UK
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, the Company, in its capacity as "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process, which has determined that the Offered Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all distribution channels (the "U.K. Target Market Assessment"). Notwithstanding the U.K. Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The U.K. Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, the Placement Agents will only procure investors who meet the criteria of professional clients and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules. For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
