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.
ART SHARE 003 - Extension of the Offer Period
of the iconic artwork 'Abstraktes Bild (809-4)' by Gerhard Richter
Luxembourg, 1 November 2024
- Art Share 003 S.A. (the "Issuer") announces an extension of the offering launched on 18 September 2024 ("Offer"), now extended until 8 November 2024. Investors are invited to consult with the Sole Bookrunner for additional details regarding the offer.
- The Seller has elected to retain an additional 24.99% of the ownership, thus being available to hold up 49.99% shareholding in the issuer if the Private Placement is priced at the minimum of the threshold condition. CONSEQUENTLY THE OFFER STRUCTURE HAS BEEN AMENDED AS ILLUSTRATED ON PAGE 20 OF THE OFFERING MEMORANDUM DATED 31 OCTOBER 2024 TO REFLECT THE ELECTION BY THE SELLER. THE UPDATED OFFERING MEMORANDUM IS AVAILABLE ON THE ISSUER WEBSITE.
- For questions, subscriptions and requests for assistance in connection with the Initial Offer, investors are invited to contact:
Zeus Capital Limited
Ben Robertson
125 Old Broad Street, 12th Floor, London, EC2N 1AR
www.zeuscapital.co.uk
* * *
About Art Share 003 S.A.
Art Share 003 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 Luxembourg law of 22 March 2004 on securitisation, as amended. It has been set-up with the purpose 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 (the "Securitisation Law"), through the issuance of, and financed inter alia by the issuance of the Class B Shares.
Art Share 003 was established to facilitate fractional investment in the Artwork through the subscription to the Class B Shares (i.e., conducting a securitisation transaction of the Artwork).
The principal activity of Art Share 003 is to hold and securitise the Artwork, Abstraktes Bild (809-4), by Gerhard Richter (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 Initial Offer, its admission on the ARTEX Global Markets.
Art Share 003 is managed by a board of directors consisting of Mrs Ursula Schmidt, Mr Edouard de Burlet and Mr Ronan Le Bouc.
Art Share 003 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, and its only activities shall consist of activities relating to the ownership, maintenance and promotion of the Artwork within the framework of the Securitisation Law and, as such, these activities shall consist of, and 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 Global Markets
ARTEX Global Markets AG ("ARTEX GM" OR "ARTEX Global Markets") operates a secure and liquid art-focused multilateral trading facility, 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 GM aims to democratise investing in artworks from the world's greatest masters, spanning a period from the Renaissance to the twentieth century. ARTEX GM-listed masterpieces will be on public display, in museums and exhibitions around the world. ARTEX GM will strive to empower investors by offering the latest news, market insights and educational content to allow wider participation in art investing. ARTEX GM was co-founded in 2020 by art enthusiasts and financial markets experts H.S.H. Prince Wenceslas of Liechtenstein and Yassir Benjelloun-Touimi.
ARTEX GM is operated by ARTEX 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 GM is regulated by the Financial Markets Authority under reference number 307407.
For more information about ARTEX, please visit www.artexgm.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 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" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"), 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 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. 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.
