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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 is an advertisement and 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 prospectus expected to be published in due course by Art Share 002 S.A. (the “Prospectus”) and not in reliance on this announcement.
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 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 Prospectus which is expected to be published in due course before the admission of the Company’s Class B shares ("Offered Shares") to trading on the multilateral trading system operated by ARTEX MTF AG (“ARTEX MTF”). Following its approval by the Commission de Surveillance du Secteur Financier, Luxembourg (“CSSF”), a copy of the Prospectus will be available on the Company's website at https://www.artshare002.com, subject to applicable securities regulations.
Art Share 002 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 B 273672 (the "Company").
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 Prospectus, once published, should be reviewed, and evaluated in full by any prospective investor prior to making any investment decision.
Announcement of Intention to Float on the ARTEX MTF
Art Share 002 ("Art Share 002", or the "Company”) today announces its intention to undertake an initial public offering (the "IPO" or the "Offer") and intends to apply for listing and admission of its Offered Shares on ARTEX MTF (the "Proposed Admission").
The sole underlying Artwork held by the Company is the ‘Three Studies for Portrait of George Dyer’ by Francis Bacon (the “Artwork”). This masterpiece by Francis Bacon is part of a unique series of five Dyer portrait triptychs created by Bacon between 1963 and 1969 at the pinnacle of his artistic career. The portrait, which holds historical significance as the first in the series featuring Dyer, Bacon's greatest muse, achieved a record auction sale of $52 million in May 2017.
The Company is a securitisation vehicle governed by the Luxembourg law of 22 March 2004 on securitisation, as amended, facilitating the public offering of ordinary shares in the Artwork. Its principal activity is to hold and securitise the Artwork as well as assuming risks, existing or future, relating to the holding of the Artwork.
Potential Offer Highlights
Should Art Share 002 proceed with an IPO, it is expected that the Offer would be comprised of ordinary shares of the Company 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 would be conducted to allow investors to indirectly invest in the Artwork, hence giving investor access to a fraction of the Artwork by way of a securitisation transaction in proportion to their investment.
The Offer should consist of (i) a public offering in the Grand Duchy of Luxembourg and in Switzerland, including a retail offering and an institutional offering, as well as (ii) a institutional offering to qualified investors in the EEA, the UK and Switzerland.
The Issuer will be submitting a prospectus to the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier) ("CSSF"). Once approved by the CSSF, a copy of the Prospectus will be submitted through the Officially Appointed Mechanism tool of Luxembourg and will be available for inspection at https://www.luxse.com/ and (ii) will be filed for automatic acceptance with SIX Swiss Exchange pursuant to article 54(2) of the FinSA. A copy of the Prospectus will also be available online on Art Share 002’s website at www.artshare002.com subject to certain access restrictions. The approval of the Prospectus by the CSSF should not be understood as an endorsement of the Offered Shares.
It is recommended that potential investors read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Offered Shares. You are reading information about a product that is not simple and may be difficult to understand.
Enquiries:
Public Relations Adviser to ART Share 002
Margie
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 002 S.A
Name: Fabien Svarnas
Email: investor-relations@art-shares.io
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 of the Company 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 prospectus which is to be published. An investment decision regarding the publicly offered securities of Art Share 002 should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by Commission de Surveillance du Secteur Financier, Luxembourg (“CSSF”) and will be available free of charge from 16, Rue E. Ruppert, L–2453, Luxembourg, Grand Duchy of Luxembourg, or the Company's website at https://www.artshare002.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.
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. 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 Offered Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus 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 Prospectus 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 Prospectus, 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 IPO 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 Prospectus 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.
