Successful completion of the initial offering on the iconic artwork from Francis Bacon 'Three Studies for Portrait of George Dyer, 1963’
*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).*
*PR REF: PR/04 2024 *
*Successful completion of the initial offering on the iconic artwork from Francis Bacon 'Three Studies for Portrait of George Dyer, 1963’*
*Closing of the Offer Period and Trading on the ARTEX MTF to commence on Friday 8 March 2024*
Luxembourg, 7 March 2024
· The offering of 550,000 class B redeemable shares (the “*Class B Shares*” or the “*Offered Shares*”) of *Art Share 002 S.A.*, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 16, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg register of commerce and companies (Registre de Commerce et des Sociétés de Luxembourg) under number B273672 (the “*Company*” or “*Art Share 002*”) (the “*Offering*”) in Francis Bacon’s iconic artwork 'Three Studies for Portrait of George Dyer, 1963’ (the “*Artwork*”) was successfully completed (and oversubscribed) by way of a private placement to qualified and/or professional investors located in the EEA, the UK and Switzerland.
· As per the terms of the Offering, 412,500 Class B Shares corresponding to 75% of all the Class B Shares issued by the Company were subscribed and shall, subject to lock-up arrangements, be admitted on to the ARTEX MTF as from Friday 8 March 2024 (the “*Admission*”).
· The price per Class B Share was fixed at EUR 92.20 for an aggregate value of EUR 38,032,500, equivalent to USD 41,250,000 by applying the exchange rate as published by the European Central Bank at 16:00 (CET) on 4 March 2024 of USD 1 = EUR 0.9220.
· Trading of the Class B Shares on the ARTEX MTF shall commence with an opening auction commencing at 12:50 PM CET and then into contiunous trading from 1:00 PM CET under symbol BAC1EU (ISIN: LU2583605592).
The final offering memorandum detailing the terms of the Offering, together with the pricing statement, was published by the Company on 7 March 2024 and is available to view on its website at www.artshare002.com (the “*Offering Memorandum*”).
*Admission Highlights*
· On Admission, the Company will have a market capitalisation of approximately EUR 50.7 million, equivalent to USD 55 million and have 550,000 Class B Shares in issue.
· Zeus Capital Limited, a UK Investment Bank regulated by the Financial Conduct Authority in the UK, acted as sole bookrunner for the Offering. Linklaters, LLP acted as legal advisers to the sole bookrunner.
· Security details as follows:
· Ticker Symbol: BAC1EU
· ISIN: LU2583605592
· WKN: A3D7ZH
· Bloomberg Ticker: BAC1EU AW EQUITY
*H.S.H. Prince Wenceslas of Liechtenstein, co-founder and Chairman of ARTEX **MTF**, commented: *
"We are very proud to announce the success of this final step towards the trading of a work of art, a first in art history. The strong interest shown by qualified investors over the last couple of weeks is a major mark of confidence in our new regulated and accessible art focused multilateral trading facility."
*Yassir Benjelloun-Touimi, co-founder and CEO of ARTEX MTF, added: *
"The enthusiasm generated by this offering is excellent news for all those who believe in the potential of democratising investment in art. From 8 March, everyone will be able to trade in art on the ARTEX MTF, paving the way for the development of a new asset class. This admission is the first ever listed masterpiece, and we are now excited to bring other masterpieces we have in the pipeline.”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 Admission is expected to take place on ARTEX MTF AG, a public limited liability company (Ak-tiengesellschaft), incorporated under the laws of Liechtenstein, having its registered office at Wuhrstrasse 6, 9490 Vaduz, Liechtenstein and registered with the trade and companies register of Liechtenstein under number FL-0002.682.571-2, being a multilateral trading facility regulated and supervised by the Liechtenstein Financial Market Authority (“*ARTEX MTF*”).
* * *
*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 securitisation undertaking (organisme de titrisation) within the meaning of the Luxembourg law of 22 March 2004 on securitisation, as amended (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 Securitisation Law, 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 and the Admission.
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 transaction and contribute to the goal of the democratisation of iconic artwork.
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 Company’s strategy will be to display and promote the Artwork in a manner designed to improve public understanding of it.
*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
*Bookrunner*
Zeus Capital Limited
Ben Robertson (Head of ECM)
ben.robertson@zeuscapital.co.uk
125 Old Broad Street, 12th Floor, London, EC2N 1AR
www.zeuscapital.co.uk
*Art Share 002 S.A*
Please contact Aliénor Miens as indicated above.
*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 002 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 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.
The Company has not authorised any offer to the public of securities in Switzerland. With respect to Switzerland, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in Switzerland. As a result, the Offered Shares may only be offered in Switzerland to any legal entity which is a professional investor as defined in article 4(3) of the Swiss Federal Financial Services Act of 15 June 2018.
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 002 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 the Offered Shares in the possible Offering should be made solely on the basis of information contained in the Offering Memorandum. 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 002 may 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 ex-plained 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.