The following information does neither constitute an offer to buy or to subscribe for Tokens of SwissChain Holding SA nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a of the Swiss Code of Obligations). Investors should make their decision to buy or to subscribe to Tokens of SwissChain Holding SA solely based on the Token Sale Terms and Conditions. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
The SCH Token Sale is intended exclusively for participants considered as professional clients as such term is defined in Articles 4 and 5 of the Financial Services Act of June 15, 2018 ("FinSA") and/or at investors purchasing securities for a minimum value of CHF 100'000.-, in accordance with the exemptions for publishing a prospectus expressly provided for in Article 36 para. 1 let. a and c of FinSA. Therefore, no prospectus as per Article 35 of the LSFin is required to be published or submitted to auditors and these SCH Token Sale Terms and Conditions (the "Terms") are not and shall not be considered as a prospectus as such term is defined under FinSA.
For individuals, "professional clients" under Article 4 and 5 para. 1 FinSA refers to high net worth individuals having either (i) CHF 500,000.- of wealth (excluding direct investments in real estate, social insurance schemes and occupational pension) and professional or similar experience to understand the risks associated with the participation to the SCH Token sale or (ii) CHF 2mio of wealth (excluding direct investments in real estate, social insurance schemes as well as occupational pension).
The SCH Token is not registered in any jurisdiction nor issued on the basis of any prospectus.
🚫 RESTRICTED COUNTRIES: The SCH Token Sale is expressly excluded in particular (non-exhaustive list), directly or indirectly, in or into: Afghanistan, Algeria, Angola, Azerbaijan, Bangladesh, Belarus, Bulgaria, Burkina Faso, Burma, Burundi, Cambodia, Cameroon, Canada, Central Africa Republic, Chad, Comoros, Congo, Côte d'Ivoire, Crimea, Donetsk and Luhansk - Regions of Ukraine, Croatia, Cuba, Democratic republic of the Congo, DRC, Equatorial Guinea, Eritrea, Ethiopia, Guatemala, Guinea-Bissau, Haiti, Honduras, Hong Kong, Iran, Iraq, Kenya, Lebanon, Libya, Mali, Monaco, Mozambique, Myanmar, Namibia, Nicaragua, Nigeria, North Korea, Philippines, Russia, Somalia, South Africa, South Sudan, Sudan, Syria, Tajikistan, Tanzania, Turkmenistan, United States of America (including its territories and dependencies, any state of the United States and the District of Columbia), Venezuela, Vietnam, Yemen, Zimbabwe or any jurisdiction into which the same would be unlawful.
SPECIFIC SALE RESTRICTIONS
No action has been or will be taken by the Company that would, or is intended to, permit a public offering of the SCH Tokens, or possession or distribution of these Terms or any other offering material, in any country or jurisdiction other than Switzerland where action for that purpose is required.
Each purchaser must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells SCH Tokens, in all cases at its own expense, and must obtain any consent, approval or permission required for the purchase, offer or sale by it of SCH Tokens under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales.
Purchasers should not construe anything in these Terms as legal, business or tax advice. Each purchaser should consult its own advisors as needed to make its decision and to determine whether it is legally permitted to purchase the SCH Tokens under applicable laws and regulations.
USA
The SCH Tokens will not be registered under the US Securities Act of 1933, as amended or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States and/or to US persons.
Residents, citizens and/or green card holders for the USA, or a person located or domiciled, including without limitation, any corporation or partnership created or organized in or under the relevant applicable laws, of the Restricted Countries shall not purchase or attempt to purchase the SCH Tokens ("Restricted Person(s)").
United Kingdom
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. Specific exemptions, if any, are expressly reserved.
European Economic Area (EEA)
The SCH Tokens are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such SCH Tokens will be engaged in only with, qualified investors, provided that such offer complies with the Member State private placement exemptions. Any person who is not a qualified investor should not act or rely on these Terms or any of its contents.