SMARC Token Swap Starts

24 October 2020 — As we informed in our Q3 Company Update, we have found a sustainable solution for the future of the SMARC token. It is our goal to maintain the same economic terms towards ICO participants.

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 for 750 SMARC tokens.​

One dividend rights certificate will have the exact same share of dividends as 750 SMARC token and will grant exit proceeds. So SMARC tokens or dividend rights certificates will have the same value economically.​

The advantage of dividend rights certificates is, that they are common in public companies and well understood by the traditional financial markets.

The Process

To participate in the token swap, eligible SMARC holders must self-onboard in the token app. You will find the link to download the app at the end of this communication.​

After successfully completing the identity verification in the app, the Token Swap Terms will be made available with all relevant financial and legal information.

Once KYC is passed and the Token Swap Terms have been accepted, 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 as PDF by email, which needs to be signed manually 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.

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 a potential follow-on company.

The dividend rights granted by the dividend rights certificates, equal the dividend rights granted by 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 and that they can be transferred by Smart Containers Group AG. In case of a transfer it is guaranteed that the dividend rights and exit proceeds of the dividend right certificates stay the same.

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.

The Conditions

One dividend rights certificate equals 750 SMARC tokens. Hence, per 750 SMARC tokens, token holders will get one dividend right certificate (Genussschein).

Multiples of 750 tokens are the simplest way to swap:

• 750 SMARC = one dividend rights certificate
• 1’500 SMARC = 2 dividend rights certificates
• 2’250 SMARC = 3 dividend rights certificates
• etc.

What will happen if a token holder has fractions, for example 2’300 SMARC tokens?

In this situation, the token holder will get 3 dividend rights certificates and the remaining 50 SMARC tokens which are too many (2300–2250=50 SMARC tokens), will be paid out in USDT.

If a token holder has less than 750 SMARC Tokes, for example 400 SMARC, it will not be possible to convert them into a dividend rights certificate and the 400 SMARC will be paid out in USDT. Approximate 0.1% of tokens will be fractions and therefore be paid out.​

Despite the very small amount of tokens that will be paid out, we have asked the independent audit company BDO to assess the token price for fractions objectively. According to their independent report made in October 2020 the fraction tokens should be paid out for 0.08 CHF. This is the amount per token we will transfer to the wallet you provide through the app (in USDT).

​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 from the Google Play Store.​

iOS User: First you need to download Testflight from 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

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

​> Editor’s note: the post from 22 October 2020 was updated to clarify the swap process.

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.