Legally Relevant Information about the Securities (Prospectus Excerpt)
Type and Class
Debt security represented by digital tokens (OXC) pursuant to which the holders of OilXCoins have a contingent claim against the issuer relating to the value of assets linked to oil / natural gas, which is expected to provide investors an exposure on the value chain of those assets.
The OilXCoins will be represented by the tokens and issued in the form of ledger-based securities pursuant to Article 973d of the Swiss Code of Obligations.
Denomination
The tokens are named “OilXCoin” and can have up to 18 decimal places. The ticker symbol is “OXC”.
Total Supply & Offering
The total supply amounts to 100 million OXC.
60 million token are reserved for the public offering.
The security token offering (STO) of OilXCoin (OXC) — i.e., an initial coin offering (ICO) conducted for security tokens — will commence at a price of USD 0.85 and conclude at USD 1.00 (or the equivalent in other accepted currencies or cryptocurrencies, as applicable). Upon completion of the STO, the price of OXC will be determined by market forces and may fluctuate accordingly
Term & Termination
The OilXCoins may be terminated (i) every 15 years at the option of the issuer, (ii) upon an affirmative vote of more than 90% of the relevant holders have approved such termination, where "relevant holders" shall mean all holders who are not the issuer, or its current directors, employees, or shareholders, or (iii) automatically upon an event of default, meaning alternatively (x) the issuer is insolvent or bankrupt or unable to pay its debts, or stops or suspends payments of its debts generally, proposes an arrangement or composition with or for the benefit of the relevant creditors in respect of its debts, or a moratorium is agreed or declared in respect of or affecting all or substantially all of the debts of the issuer or (y) an administration is appointed, an order is made or an effective resolution passed for the winding-up or dissolution of the issuer and such order is not discharged or cancelled within 90 days, or the issuer ceases to carry on all or substantially all of its business or operations, except in connection with, and followed by, a merger, consolidation or other form of combination with another company or in connection with a reconstruction and such other or new company assumes all obligations contracted by the issuer in connection with the OilXCoins.
Financial Rights
Upon the occurrence of a termination, the issuer will be required to pay an amount to the holders (the "Contingent Claim"), which amount will be, at the issuer's option, either:
a. The net proceeds from the actual disposal of the relevant assets, whereby if the issuer chooses this option, the issuer will be required to use its best efforts to dispose of the relevant assets (or cause the relevant assets to be disposed of) within six months from the resolution.
b. Once all or a significant portion of the relevant assets have been disposed of, the issuer shall distribute the net proceeds of such disposal to the holders. The "net proceeds" are the proceeds of the disposal of the relevant assets after:
taxes due by DeXentra; and
payment of all other creditors of DeXentra (including employees, directors and officers).
c. An amount corresponding to the valuation of the relevant assets, whereby the issuer will commission a reputable and independent expert to value the relevant assets and pay to the holders the amount at which the expert values the relevant assets, after deduction of any taxes due by DeXentra in connection with such a payment.
Modality of Payment
Each holder shall be entitled to a portion of the Relevant Net Proceeds or the Relevant Proceeds Valuation (as the case may be) calculated pro rata, based on the percentage of the total number of outstanding OilXCoins that such holder holds.
Governance Rights
The holders shall have no governance rights with respect to the issuer or the relevant assets.
Distributed Ledger
OilXCoins will initially be recorded on the Ethereum blockchain. In the future, DeXentra intends to explore the possibility of having the OilXCoins recorded on other distributed ledgers, such as Base. If so, DeXentra plans to set up "bridges" smart contracts to allow holders to transfer OilXCoins on such additional distributed ledgers.
Taxation
OilXCoins are complex and novel instruments. Their treatment under applicable tax laws is untested and generally subject to a level of uncertainty considerably higher than traditional financial instruments such as equity securities or bonds. The issuer does not make any representation as to the tax treatment of the OilXCoins, whether from a Swiss or foreign perspective. The holder is responsible for assessing, as the case may be with the advice of a tax advisor or counsel, the consequences of purchasing and holding OilXCoins.
The issuer has not obtained any confirmation or "ruling" from any tax authority regarding the treatment of the OilXCoins under Swiss tax law. Even if the issuer later obtains such a ruling (something the issuer does not undertake to do), holders should expect this ruling to apply only to transactions entered into after the issuance of the ruling, meaning that holders and any person acquiring the OilXCoins before such ruling has been issued will not be able to benefit from the ruling.
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