WEM Private Fund

Shares subscription — public announcement

WEM Private Fund, investičný fond s premenlivým základným imaním, a. s. (SICAV fund), established and existing under the laws of the Slovak Republic, with its registered office at Bottova 2A, Bratislava — Staré Mesto 811 09, Slovak Republic, ID No.: 55 505 554, registered in the Commercial Register of Bratislava III Municipal Court, Section: Sa, Insert No.: 7571/B (hereinafter referred to as the "Company"), authorised to conduct collective investment activities in accordance with Act No. 203/2011 Coll. on collective investment, as amended (hereinafter referred to as the "CCI"), in accordance with the provisions of Section 4(2)(b) of the CCI, in conjunction with Sections 31a and 31b of the CCI, has decided to issue Class A and Class B registered certificated shares with no par value within the Private Equity Sub-Fund and the Real Estate Sub-Fund (hereinafter referred to as the "Sub-Funds") (hereinafter referred to as the "Issue of the Company’s Shares").

The Company intends to increase the share capital by EUR 50,000,000 (hereinafter referred to as the "Proposed Increase") through the Company Share Issue.

The terms of the Company Share Issue, which the Company wishes to expressly bring to the attention of potential investors — underwriters, are as follows:

  • The issue of the Company’s shares will be open until 31 December 2024 (hereinafter referred to as the "Subscription Period").
  • The subscription of shares forming part of the Issue of the Company’s Shares shall be made through this public announcement for subscription of shares and pursuant to a subscription agreement concluded between the Company and the subscriber(s) (the "Subscription Agreement").
  • Underwriters are obliged to pay the issue price of the subscribed shares (acquisition price) specified in the Subscription Agreement in full within 10 days from the date of signature of the Subscription Agreement, by wire transfer to the Company’s bank account specified in the Subscription Agreement.
  • The Company intends to issue a number of Shares within the Company Share Issue calculated based on the value of the Shares as of the Valuation Date in the manner set out in the Company’s Articles of Association and pursuant to the Subscription Agreement.
  • In the event that the Proposed Increase is not achieved within the Subscription Period, the Company shall also be entitled to issue only the Subscription Shares despite the fact that the Proposed Increase has not been achieved.

For both share classes:

  • There is no voting right in the Company’s bodies attached, unless otherwise provided by generally binding legal regulations or the Company’s Articles of Association.
  • A right of redemption for the account of the Company is attached, pursuant to Section 220c of Act No. 513/1991 Coll., the Commercial Code, as amended, under the terms of the CCI and in accordance with the Company’s Articles of Association and the Subscription Agreement.
  • The shareholder’s right as a shareholder of the Company to participate in the profits and the liquidation balance of the Sub-Funds is attached under the terms and conditions defined in the Company’s Articles of Association.
  • There is an obligation to pay a management fee in the amount determined by the Company’s Articles of Association.

The Company hereby notifies that the Company’s shares may only be distributed 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 CCI, to a qualified investor whose investment in the Company is at least EUR 100,000. The value of the investment in the Company may also decrease, and the return of the amount initially invested is not guaranteed. An investment in the Company carries the risk of loss. Given the Company’s asset composition, significant fluctuations in the net asset value of the Company can be expected. The Company is not subject to the supervision of the National Bank of Slovakia.

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