SMARC Token Swap

13. January 2021

 

The token swap period is closed. Thanks to all who have participated. 

 

If you still have unswapped tokens, please contact us via contact@smartcontainers.ch.

 

Dividend rights certificates have been sent out. We will inform about business updates through our newsletter every 3 months.

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USDT transfers will be executed until January 31st 2021. Participants will be notified beforehand.

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Frequently Asked Questions

Dividend rights certificates

What is a dividend rights certificate?

Dividend rights certificates (Genusscheine) are goverened by the Swiss Code of Obligations (article 657 CO) and entitle their holder to a share in the disposable profit or the proceeds of liquidation of the issuing company. A dividend rights certificate has no nominal value. The beneficiaries under the dividend rigths cerificates form a community to which the provisions governing the community of bond creditors apply mutatis mutantis.



Will I be able to trade my dividend rights certificates?

The dividend rights certificates will not be publicly listed and thus will not be "tradeable". A private sale will be possible with the involvement of Smart Containers Group AG (and has of course to comply with Swiss law and the conditions set forth in the Token Swap Terms).



How do I receive the dividend rights certificates?

Once you have accepted the Token Swap Terms, passed the KYC process, sent us your Tokens and signed the dividend rights certficate agreement, the company will issue the profit sharing certificates. Once the dividend rights certificates have been created and assigned to you, you will recieve an e-mail confirmation from the company with a copy of the certificates held in escrow for you.



Will I have voting rights?

No.



Finance

Can I see Smart Containers Annual report?

No. However, the relevant extract of the BDO valuation report is availble in the token app, after successful KYC. Publicly sharing our annual report at this stage would be a huge competitive disadvantage!



Are you increasing capital with this Token Swap?

No, this is not a public offering



How much money do you expect from the token-equity swap?

The token swap is not a financing round.



Are you planning an IPO?

We are not planning an IPO in the future, but want Smart Containers to be stock exchange compatible.



How did you valuate the swap ratio?

Or offer is based on the valuation made by BDO,an independent leading and experienced auditing, fiduciary and consulting company. It is important to us, that tokenholders are not put at a disadvantge, and thus the swap does not alter the valuation of the company or of your contribution.



Who valued the swap ratio?

We have worked with BDO, a leading and experienced auditing, fiduciary and consulting company. Our offer is based on their evaluation.



General

Is it legal to swap the token into a dividend rights certificate?

Yes, the swap as set forth in the Token Terms has been reviewed and approved by legal, regulatory and tax experts and - to the extent necessary - been approved by the relevant authorities. As stated in the Terms of Token Sales the tokenholder has no right to recieve any dividend rights cerificate, shares or other instruments. the swap is, therefore, in the full discretion of the company and to the benefit of the token holders, in particular since the dividend rights cerificates provide greater legal certainy with regard to the rights of the beneficiaries and will enable the company to be more attractive (thus generate a higher price for the beneficiaries) for investors in an IPO or a potential buyer.



Will there be shareholder meetings for dividend rights certificate holders?

No. The dividend right certificates do not have any voting rigths. They entitle their holders to receive a dividend, if the ordinary annual shareholders' meeting of the company decides to pay out a dividend (thus the requirements to receive a dividend remain the same as for the SMARC tokens).



How many SMARC tokens are in the hands of Skycell Management?

The Management has no SMARC tokens. The Board has decided that the Milestones outlined in the Whitepaper have not been reached and thus no SMARC tokens were allocated to members of the management. The tokens that have not been sold during the STO are held by Smart Containers Group AG.



Why did you do a Token Swap?

We want to future proof SkyCell & Smart Containers, and have been looking for a good solution for all involved stakeholders. By giving our STO participants the opportunity to become profit sharing certificate holders, we are convinced to have found a good, legally sound solution for all involved parties.



Why does Smart Containers offer dividend rights certificates?

When we did the STO we were confident that SMARC can be traded on crypto exchanges. However, listing a token that is classified as a security is almost impossible. This development made us look for ways to convert the SMARC token into a recognized financial market instrument. The dividend rights certificates give the holder dividend sharing rights, which basically is what the SMARC also gave them.



Why don't you offer a traditional share or a participation certificate?

The SMARC token has dividend rights attached to it, and so does the profit sharing certificate. From this point of view the two are equivalent and makes the profit sharing certificate the option of choice.



Payout

How and when do I receive my payment?

Payments will be made in USDT and transferred to the wallet address indicated by you. Payments will be made until 31.01.2021



Do I need a special tether (USDT) account?

No, tether is a standard ERC20 token and can be sent to any Ethereum address.



Token

What happens to the LOGI token?

The LOGI token is not affected by this swap.



What happens to the SMARC tokens that are not swapped?

Remaining SMARC tokens have no possibility to be swapped after the swap period. Since they will never be listed on an exchange, they will become worthless in the long run. Since as a company, we need to eliminate the tokens from our books, we will take all possible legal measure to do so. We therefore strongly recommend to our tokenholders to use the swap period.



Is the value of my tokens diluted with this swap?

The share of profit participation right that you bought into within the ICO remains unchanged. Your token has not been diluted. Therefore the intrinsic value of your token remains unchanged.



Legal

Is Smart Containers Group AG liable for the loss in value of the SMARC token?

No. In Section V of the Terms of Token Sale (annex 2 of your Token Purchase Agreement) accepted by you when purchasing SMARC Tokens you have been expressivly informed that the acquisiton of SMARC Tokes carries a significant risk and to carefully consider the potential risks before investing. However, please note that there is no "loss" if you swap your tokens into dividend rights certificates, since your dividend entiltement remains the same



About our ICO

​All you need to know about our past Initial Coin Offering 

 

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Official token contract address of SMARC
0x5Ae655088e79fa0ced7b472d3baCd215eF796cCC

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Official token contract address of LOGI
0xe293E3de207CE9db9729CC0856A1A1b8f916e376