The company WEM Private Fund, investičný fond s premenlivým základným imaním, a. s., incorporated and existing under the laws of the Slovak Republic, with its registered office at Bottova 2A, Bratislava — Staré Mesto 811 09, Slovak Republic, Company ID (IČO): 55 505 554, registered in the Commercial Register of the Municipal Court Bratislava III, Section: Sa, Insert No.: 7571/B (hereinafter the “Company”), which is authorised to carry out collective investment within the meaning of Act No. 203/2011 Coll. on Collective Investment, as amended (hereinafter the “Collective Investment Act”), has, in accordance with Section 4(2)(b) of the Collective Investment Act in conjunction with Sections 31a and 31b of the Collective Investment Act, decided to issue certificated registered Class B shares with no nominal value within the Automotive Heritage sub-fund (hereinafter the “Sub-fund”) (hereinafter the “Company Share Issue”).
Through the Company Share Issue, the Company intends to increase its share capital by EUR 1,000,000 (hereinafter the “Proposed Increase”).
The terms of the Company Share Issue are as follows (to which the Company expressly draws the attention of potential investors — subscribers):
- the Company Share Issue will be carried out by 30.06.2027 (hereinafter the “Subscription Period”);
- shares forming part of the Company Share Issue are subscribed through this public invitation to subscribe for shares and on the basis of an agreement on the subscription and issue of shares (subscription agreement) concluded between the Company and the subscriber(s) (hereinafter the “Subscription Agreement”);
- subscribers are obliged to pay the issue price of the subscribed shares (acquisition price) specified in the Subscription Agreement in full within 10 days of the date of conclusion of the Subscription Agreement, by bank transfer to the Company’s bank account specified in the Subscription Agreement;
- under the Company Share Issue, the Company intends to issue a number of shares calculated on the basis of the share value determined as at the valuation date in the manner set out in the Company’s Articles of Association and on the basis of the Subscription Agreement; and
- if the Proposed Increase is not reached within the Subscription Period, the Company is entitled to issue only the subscribed shares, notwithstanding that the Proposed Increase has not been reached.
Class B shares:
- carry no voting rights in the Company’s bodies, unless generally binding legal regulations or the Company’s Articles of Association provide otherwise;
- carry, pursuant to Section 220c of Act No. 513/1991 Coll., the Commercial Code, as amended, the right to redemption at the Company’s expense under the conditions set out in the Collective Investment Act and in accordance with the Company’s Articles of Association and the Subscription Agreement;
- carry the right of the shareholder, as a member of the Company, to share in the profit and in the liquidation balance of the Sub-fund, under the conditions defined in the Company’s Articles of Association; and
- carry the obligation to pay a management fee in the amount determined by the Company’s Articles of Association.
The Company draws attention to the fact that the Company’s shares may be distributed only to professional investors (Section 8a(2) to (7) of Act No. 566/2001 Coll. on Securities, as amended) and, under the conditions set out in Section 31d of the Collective Investment Act, also to a qualified investor whose investment in the Company amounts to at least EUR 100,000. The value of an investment in the Company may also decrease and the return of the amount originally invested is not guaranteed. An investment in the Company involves the risk of losing the investment. Given the composition of the Company’s assets, significant fluctuations in the Company’s net asset value can be expected. The Company is not subject to supervision by the National Bank of Slovakia.