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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU).
COMPANY ANNOUNCEMENT
Luxembourg, 05 March 2024
Art Share 002 S.A. (“Art Share 002” or the “Company”) wishes to announce a one-day extension to 6 March 2024, of its previously announced offer period (5 March 2024) in relation to the private placement of up to 550,000 class B shares of Art Share 002 (the “Class B Shares” or the “Offered Shares”) (the “Offering”) and the confirmation of the aggregate EUR price equivalent for the Offered Shares. As a result, delivery of the Offered Shares against payment of the offer price is expected to take place on 8 March 2024 and the admission and trading is maintained as of 8 March 2024.
For questions, orders and requests for assistance in connection with the operation we direct you to:
- Zeus Capital Limited: Ben Robertson ben.robertson@zeuscapital.co.uk
- InCore Bank AG: Volkan Sirer trading@incorebank.ch
For more information on the Offering, please consult the preliminary offering memorandum relating to the Offering here, (the “Offering Memorandum”).
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 Luxembourg law of 22 March 2004 on securitisation, as amended. It has been set-up to issue shares, tracking the economic risk associated with the artwork, Three Studies for Portrait of George Dyer, by Francis Bacon (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 consisting of Mrs Ursula Schmidt, Mr Edouard de Burlet and Mr Ronan Le Bouc.
Contact Information:
Press contacts
France and Global
Aliénor Miens | Alienor.miens@margie.fr | +33 (0)6 64 32 81 75
Bertrand Chambenois | bertrand.chambenois@margie.fr | +33 (0)6 11 84 34 92
For investor inquiries, please contact: investor-relations@artshare002.com
DISCLAIMER
This publication 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.
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. Art Share 002does 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 Offering 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 Art Share 002and 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 Offering should be made solely on the basis of information contained in the final Offering Memorandum to be issued by Art Share 002 in connection with the Offering. 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 set out in the Offering Memorandum when 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. Art Share 002may decide not to go ahead with the Offering 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 an investment recommendation concerning the Offering. 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 Offering 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 Art Share 002, 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 Offering, including the selling restrictions described in “Notice to Investors (Selling Restrictions)”. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the financial intermediaries acting as placement agents (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 (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.
Information for Swiss investors and distributors in Switzerland
The Offered Shares can only be offered and placed with the following categories of professional clients that are also qualified investors in Switzerland:
- Professional clients according to article 4 para. 3-5 Financial Services Act ("FinSA") that do not wish to make use of their right to opt-in to be considered as retail clients.
- High-net-worth retail clients and private investment structures created for them according to art. 5 para. 1 FinSA who have declared that they wish to be treated as professional clients (opting-out), for whom a prudentially supervised financial intermediary provides portfolio management in accordance with art. 10 para. 3ter Collective Investment Schemes Act ("CISA"), and these investors have been informed that they are deemed qualified investors and have been explained the risks that this entails and have been informed that they have the option of declaring that they do not wish to be deemed qualified investors and have not made use of this option.
Accordingly, the Offered Shares will neither be offered to retail clients nor to non-qualified investors and no prospectus will be drafted under the FinSA. In the case where Art Share 002 would qualify as a foreign collective investment scheme under the CISA, no approval by FINMA and no appointment of a Swiss representative and paying agent are required due to the restriction to place the Offered Shares exclusively to per se qualified investors in Switzerland as described above.
Distributors in Switzerland must observe these selling restrictions.
PR03/2024
