IMPORTANT NOTICE OF RESTATEMENT

Frankfurt, December 4, 2019  —  Iconic Funds BTC ETN GmbH (the “Issuer“) a subsidiary of Iconic Funds GmbH (“Iconic Funds”) and member of the Iconic group which is held and administrated through Iconic Holding GmbH, a global crypto asset management firm, is currently preparing the issue of up to 100,000,000 perpetual index linked Notes tracking the NYSEXBT Index (the “Notes”).The Issuer plans (i) to issue the Notes (the “Issue of the Notes”); and (ii) to apply for an admission to the Official List of the Luxembourg Stock Exchange (Bourse de Luxembourg) and to trading of the Notes on the regulated market of the Luxembourg and of the Frankfurt Stock Exchanges
(the “Listing” and, together with the Issue of the Notes, the “Transaction”). The Issuer envisages to complete the Transaction as early as in Q1 of 2020, however no specific date for completion of the Transaction is set.The Issuer published a press release dated October 29, 2019 (the “Press Release”) and published further information on the website of Iconic Funds GmbH (“Website based Information”). Furthermore, in connection with the announcement of the Transaction (i) via the Press Release; and (ii) via Website based Information, there have been reports, announcements, videos and publications by various online news portals and in print media as well as postings on social media and video platforms by Iconic Funds, employees of Iconic Funds and third parties (together with the Press Release and Website based Information, the “Publications”). Parts of such Publications or even complete Publications were incorrect, misleading and, as a consequence, are likely to be interpreted in a manner which does not reflect the facts. By this Notice of Restatement, the Issuer as well as Iconic Funds would like to clarify, restate and correct any incorrect and/or misleading information as further specified below.In connection with the Publications, the Issuer hereby clarifies, restates and corrects the following:

  1. as of the date of this Notice of Restatement, a prospectus relating to the Notes has not been approved yet, but only exists in draft form. The Issuer has submitted the draft prospectus to the Commission de Surveillance du Secteur Financier, Luxembourg (the “CSSF”) together with an application for approval. Due to the envisaged nature of the Notes it is still uncertain whether it is feasible to fulfill all applicable disclosure requirements laid down in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and the Commission delegated regulations supplementing the Prospectus Regulation (the “Delegated Regulations”). Furthermore, in order to fulfill all applicable disclosure requirements laid down in the Prospectus Regulation and the Delegated Regulations the Issuer might be required to change certain characteristics of the Notes. The current structure of the Notes might not be suitable for allowing full compliance with applicable rules and regulations and therefore, it is subject to amendment;
  2. With reference to (i) above, it must be noted that neither the Issuer nor Iconic Funds or any other related party convinced any competent authority or any stock exchange with regard to the soundness, quality or any other characteristics of the Notes or the Transaction;
  3. as of the date of this Notice of Restatement, no admission to trading of the Notes on any regulated market of a stock exchange has been granted or even initiated. Such admission to trading on a regulated market of a stock exchange within the European Economic Area is subject to the permissibility under the rules and regulations of such stock exchange and the authorization by the operator of such stock exchange as well as the approval process of a competent authority in regard to the prospectus relating to the Notes. It cannot be stated when such analysis will be completed, hence a specific date for the admission to trading of the Notes on a regulated market of a stock exchange within the European Economic Area cannot be stated and it is even unclear whether such admission will be granted at all. Furthermore, admission to trading on a market segment of a stock exchange does not support any statement of quality of the financial characteristics embedded in such product as set out in the relevant terms and conditions of such product;
  4. Neither the CSSF nor any other authority has regulated, is regulating or will regulate the Notes, the Transaction, the Issuer or any other related party or approves the operations proposed or undertaken by the Issuer or any other related party, as the case may be. Even in the case of an approval of a prospectus relating to the Notes, such approval would only confirm that such prospectus meets the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation[1]. Neither the CSSF nor any other authority or stock exchange has endorsed, is endorsing or will endorse the economic or financial opportunity of the operation or the quality and solvency of the Issuer, any other related party or of the quality of the Notes that are the subject of such prospectus. Therefore, an approval of the Prospectus by the CSSF or by any other competent authority does not provide any seal of quality for any investor any may not be understood as such;
  5. It is not planned that Iconic Funds will act as issuer of the Notes. It is planned that the Issuer is a newly founded company which only purpose is the issue of the Notes. It is not planned that the Issuer will have any operations in place. Furthermore, so far the Issuer has not issued any financial instruments or alike;
  6. It is planned that the Notes once issued represent senior unsecured bearer bonds (Inhaberschuldverschreibungen) under German law without any denomination (nennwertlos) and qualify as Notes with a derivative structure. It is not planned that the Notes will qualify as asset backed securities;
  7. Since the Notes have not been issued yet, the Notes are not the first ETN (Exchange Traded Notes) on a regulated market;
  8. Upon any approval by a competent authority of the prospectus relating to the Notes, such prospectus will be published on the website of the Issuer (funds.iconicholding.com);
  9. It is not planned to use the prospectus to market or place the Notes to any retail investors. It is planned to use the prospectus, once approved by a competent authority, for listing purposes only; and
  10. It is planned that the Notes are subject to a minimum investment size of EUR 100,000 or the equivalent in another currency including a crypto currency.

 

Important Notices:

This notice does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction in which such offer or solicitation is unlawful. This notice does not constitute an offer of securities for sale in the United States and the securities referred to in this notice may not be offered or sold in the United States absent registration or an exemption from registration.

This notice may contain forward-looking information within the meaning of applicable securities legislation, including with respect to the expected offering size, the terms of the Notes including the anticipating timing for the pricing and settlement date and the listing of the Notes on a regulated market of a stock exchange within the Economic Area. Forward looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Issuer’s control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, capital markets conditions and the ability to successfully market the Notes, global and local economic and business conditions. All forward-looking information in this notice speaks as of the date of this Notice of Restatement. The Issuer does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law.

 

Contact:

Iconic Funds GmbH (acting as parent of the Issuer):

funds@iconicholding.com

https://funds.iconicholding.com

 


[1] Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.

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