SMARC Token Swap Starts

22 October 2020

 

As we informed last week in our Q3 Company Update, we have found a sustainable solution for the future of the SMARC token.

 

Smart Containers is offering its token holders to swap their SMARC for dividend rights certificates (Genussscheine) in Smart Containers Group AG, giving out one (1) dividend rights certificate per 750 SMARC tokens. These dividend rights certificates will be automatically converted 1:1 into dividend rights certificates of a newly to be founded holding Company of Smart Containers Group AG under a new company name (hereafter referred to as NewCo). Dividend rights certificates entitle their holders to dividends, if and when resolved by the shareholders’ meeting, and are governed by the Swiss Code of Obligations (article 657 CO).

 

The swap period lasts for three weeks, starting now and ending on 11 November 2020. Token holders must register via SMARC’s token swap app, which is available for download as of 23 October 2020 in the Google Play Store and in Apple’s Testflight.

 

The Process

To participate in the token swap, eligible SMARC holders must self-onboard in the token app. Following the successful identity verification, the Token Swap Terms will be made available with all relevant financial and legal information.

 

After passing the KYC and accepting the Token Swap Terms, token holders will have to send their SMARC tokens to their personal burn address. As a next step, they will receive a dividend rights certificate agreement (one pager) as PDF by email, which needs to be signed and returned via surface mail to Smart Containers.

 

Smart Containers will then issue the dividend rights certificates and assign them to the respective holders. All dividend rights certificate holders will receive an e-mail confirmation from Smart Containers with a copy of the certificates held in escrow for the respective holders.

 

The Token Swap Terms

The Token Swap Terms govern the rights of the dividend rights certificates and their holders. These are, in particular (i) the right to receive a dividend, if and when resolved by the shareholders’ meeting and in addition (ii) the right to receive exit proceeds in case of a sale of Smart Containers Group AG or NewCo. The dividend rights granted to the dividend rights certificates upon their creation, equals the dividend rights granted to SMARC tokens. In order to facilitate a future exit, the holders of dividend rights certificates agree that such dividend rights certificates are held in escrow by Smart Containers Group AG and NewCo thereafter and grant the shareholders of Smart Containers Group AG and NewCo thereafter a Drag-Along Right (i.e. you are obligated to co-sell your dividend rights certificates). In return the holders of dividend rights certificates are granted a Tag-Along Right (right to co-sell your certificates) in case of an exit. The dividend and exit proceeds per dividend rights certificates are linked to the proceeds per share of Smart Containers Group AG and NewCo thereafter.

 

The Conditions

Based on the valuation report made by BDO in September 2020, the offer will be as follows:

 

Each 750 SMARCs are swapped into 1 dividend rights certificate in Smart Containers Group AG. If you have less than 750 SMARC left the remaining SMARC will be paid out in USDT (USDT 0.08 per SMARC) to the wallet you have provided in the app.

 

Here’s an exemplary calculation:

1000 SMARC = 1 dividend rights certificate plus USDT 20 (250 SMARC x USDT 0.08)

2600 SMARC = 3 dividend rights certificates plus USDT 28 (350 SMARC x USDT 0.08)

 

SMARC holders with less than 750 tokens, will only receive the USDT consideration.

Upon completion of Smart Containers reorganization, the dividend rights certificates in Smart Containers Group AG will be automatically swapped 1:1 into dividend rights certificates in the new holding company of Smart Containers Group AG.

 

A summary of the BDO report will be available in the app after you have successfully passed KYC.

 

How to Swap

Android User: Download the SMARC Token Swap App in Google Play Store.

iOS User: First you need to download Testflight in the App Store, then click on the token app download link directly on your device to download the token app.

 

Make sure you have your passport/national ID ready, the wallet address of your SMARC tokens, some ETH to pay for the transactions (gas) and the wallet address you want to receive your USDT payment on.

 

FAQ

Below have put together an extensive FAQ, please read it carefully. Should you have any other question, or need support, please reach out to us via contact@smartcontainers.ch

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Disclaimer

This communication does not constitute an offer to sell and/or purchase, a solicitation of an offer to sell and/or purchase, or a recommendation of any security or any other product or service by Smart Containers or any other third party regardless of whether such security, product or service is referenced in this communication. This communication does not qualify as a prospectus under the laws of any jurisdiction and is not approved and/or reviewed by any competent authority or review body. Furthermore, nothing in this communication is intended to provide tax, legal, or investment advice and nothing in this communication should be construed as a recommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction. Smart Containers does not represent that the securities, products, or services discussed in this communication are suitable for any particular addressee. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal or tax situation.

Frequently Asked Questions

App

I am an iOS User, where can I find the Token Swap App?

As an iOS user you can download the Token App via Testflight. First, download Testflight in the App Store. Then click on the Token App download link on your iPhone to download it and you are good to go. If you already have Testflight on your device, you can directly click on the Token App download link. Testflight Download: https://apps.apple.com/de/app/testflight/id899247664 Token App Download: https://testflight.apple.com/join/CJMdXHrz



Where can I download the Android App?

The Android version of the Token App is available in the Google Play Store and can be accessed here.



Why is the Token Swap App not available in the App Store?

The Token App is distributed via Testflight because Apple does not allow apps to be distributed to limited groups via the app store.



Where can I get help for the swap procedure and or the app?

You can reach us via email contact@smartcontainers.ch and through our dedicated Telegram channel.



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 (one pager), 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 are you doing 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.



My SMARC tokens are not in my wallet - where are they?

You should have received your tokens together with the confirmation of the successful transaction after the STO. If you can not find your tokens anymore, we can check our system and look up the transaction. Please get in touch by email.



KYC

What IDs do you accept for the KYC?

All official IDs such as passport, and identity card.



Who does the ID verfication in the onboarding process?

The KYC verification procedure will be handled through Onfido, a trusted identity verification solution provider that has recently achieved SO2 Type 2 certification, one of the most rigorous and respected security auditing standards that verifies meeting the highest industry standards when it comes to security, availability and confidentiality.



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.



Terms

Where can I find the Token Swap Terms?

Only in the App, after KYC is passed.



Can everyone participate in the Token Swap or are some countries excluded?

As layed out in the Token offering similar list of countries (residence and citizenship) to be excluded prevail: (as stated in the Token Terms) are excluded such as the U.S, the People's Republic of China, Taiwan, Embargo Jurisdictions (i.e. Belarus, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo, Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma) North Korea, Somalia, Southern Sudan, Syria, Venezuela, Yemen or Zimbabwe); please further note that the participation is subject to certain restrictions of the respective national laws for residents of the UK, Cananda, Japan, Singapore, Hong Kong, Russian Federation, India, and South Korea. For details please refer to the Token Terms.



How did you get to the token cash back valuation of USDT 0.08 cent?

The Board of Directors has obtained an independent expert report from BDO on the valuation of the SMARC token supply (150m SMARC tokens). The Smart Containers holding's valuation relies on the valuation of its subsidiaries. The 20% dividend right held by token holders remains unchanged.



What is the swap ratio?

750 SMARC = 1 profit sharing certificate 1000 SMARC = 1 profit sharing certificate plus 250 SMARC*0.08 cent *1USDT 2600 SMARC = 3 profit sharing certificate plus 350 SMARC *0.08cent*1USDT



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 SMAR 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

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