Authorized capital valuation.
In consideration for their respective commitment to contribute to the Partnership as further detailed below, each Partner shall receive an interest in the Partnership’s capital, which is represented by registered shares (the “Shares”). The Shares are transferrable securities according to provisions of this Agreement, with a nominal value of one euro (EUR 1.00) each and with such rights and obligations as set out in this Agreement. The share capital of the Partnership is represented by one (1) manager share (the “Manager Share”) subscribed by the General Partner, one hundred (100) preferred shares (the “Preferred Shares”) subscribed by the Initial Limited Partner, and by limited shares of class A (the “Class A Shares”) subscribed by the Initial Limited Partner as of the effective date of this Agreement as stated hereingbelow, and limited shares of class B (the “Class B Shares”) to be subscribed by the Initial Limited Partner or any additional Limited Partner (the Class A Shares and Class B Shares together referred to as the “Limited Shares”).
The Class A Shares are connected to the material asset contributed by the Initial Limited Partner in kind and entitle respective Limited Partner which holds them to unconditionally receive fixed distribution as to be provided in a separate investment agreement with such Limited Partner.
The Class B Shares entitle respective Limited Partner which holds them to receive distribution depending on the overall Partnership’s performance and obtained profit (if any) of the Partnership pro rata to the respective Limited Partner’s investment in the Partnership, unless otherwise provided in a separate investment agreement with such Limited Partner.
As the authorized capital, a material asset (nickel wire) that belongs to the Anders Capital GMbH company is entered. Nickel wire in the volume of 20 kg is located and stored in Switzerland, at the airport of Zurich, in a special warehouse at the customs storage of the company.
According to the attached estimate of the Institute of rare earths and strategic metals (ISE, German, Düsseldorf – https://en.institut-seltene-erden.de/ ) the estimated total wire volume is at least € 114.00 million.
The General Partner has made a Capital Contribution of one euro (EUR 1). For such contribution, the General Partner shall receive one (1) Manager Share.
The Initial Limited Partner has made a Capital Contribution in kind to the Partnership of an amount of fifty million euro (EUR 50,000,000.00) by contributing a material asset, which is a nickel wire that belongs to the Initial Limited Partner. The nickel wire contributed has the following basic characteristics:
Description: Nickel wire 0.025 millimeters
Metal: Nickel (hard bases 99.98%)
Weigh: 20,000 grams
Length: 4,545,400.00 meters
As at the effective date of this Agreement, the contributed asset (i.e. nickel wire) is currently stored with BTV & SGS AG depository storage, located at Frachtstrasse 17, 8058 Zürich-Flughafen, Switzerland. The specified nickel wire has a certified grade valuation of at least one hundred fourteen million euro (EUR 114,000,000.00) for 4,545,400.00 meters (i.e. 20,000 grams) of such nickel wire specified in the valuation report, issued by ISE (Institut für Seltene Erden und Metalle e.V.), located at Heilstättenweg 49, 41169 Mönchengladbach, Düsseldorf, Germany. For such Capital Contribution, Initial Limited Partner shall receive forty-nine million nine hundred ninety-nine thousand nine hundred (49,999,900) Class A Shares and one hundred (100) Preferred Shares.
Any Partner may increase at any time its Commitment with the prior consent of the General Partner, it being understood that the participation of the General Partner in the Partnership shall always be lower than one percent (1%) of the aggregate Interests in the Partnership. Section 1.9.1 shall apply accordingly.
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