bond

S&G Data Center GmbH – 8.0 % p.a. – Bond 2024/2029

This document gives you an overview of the main features of the bond, including the main risks. Please read this information carefully before making an investment decision.

Product category

Bond

Product name

8.0 % p.a. – Bond 2024/2029

WKN / ISIN

A383V1 / DE000A383V16

1.     Product description

General presentation and mode of operation: The 8.0% p.a. bond 2024/2029 is a bond issued by S&G Data Center GmbH with a fixed term from November 1, 2024 (inclusive) to October 31, 2029 (inclusive). The interest payment is made together with the repayment at the end of the term. On the redemption date, repayment is made at the nominal amount of 100.00%. The investor of a bond is entitled to a cash payment from the issuer. If the bond is purchased during the term, the investor must also pay interest accrued on a pro rata basis (accrued interest).

Investment objectives: This bond is aimed at investors who want a fixed interest rate and are prepared to hold the product until maturity.

2.     Product data

Offer deadline

December 01, 2024 until full placement,
until October 31, 2025 at the latest

Issue date

December 01, 2024

Issue price (issue price)

100 % of the nominal amount

Accrued interest

From December 2, 2024, additional accrued interest must be paid when purchasing the bond

Repayment date

December 07, 2029 (fifth banking day after the end of the term)

Repayment

100 % of the nominal amount

Interest rate

8 % p.a.

Variable interest rate

12.0% for each completed financial year between January 1, 2025 and December 31, 2028 in which the issuer achieves earnings before interest, taxes, depreciation and amortization (EBITDA) of more than EUR 3,600,000.00 (in words: three million six hundred thousand euros) . EBITDA is the net profit for the year before deduction of interest expenses, other financing expenses, income taxes and amortization of intangible assets and depreciation of property, plant and equipment according to a profit and loss account prepared in accordance with Section 275 HGB.

Interest payment date

November 08, 2029 (fifth banking day after the end of the term)

Currency

Euro

Nominal amount

EUR 1,000

Smallest tradable unit

100 bonds with a nominal value of EUR 1,000.00 each, totaling EUR 100,000.00

Ordinary right of termination of the issuer

In accordance with the terms and conditions of the Bonds, the Issuer may terminate the Bonds early with a notice period of 4 weeks as of November 30, 2027 (“Termination Date 2027”) and November 30, 2028 (“Termination Date 2028”)

Stock exchange listing

on a German stock exchange (through inclusion in the Regulated Unofficial Market)

3.     Issuer

S&G Data Center GmbH, Europaallee 1, D-46047 Oberhausen
Düsseldorf Local Court, HRB 105401, LEI: 529900ZDPQOHSENFL767

Purpose of the company:
The consulting, planning and operation of systems for processing data, taking into account the use of renewable energies.

Homepage: [www.sug-data.com]

4.     Risks

By acquiring the bonds, the investor enters into a medium-term debt obligation. They should therefore take all possible risks into account when making their investment decision. In the following, not all, but only the main risks associated with the security can be explained.

The issuer is subject to the risk of market developments, in particular the development of the electricity market for feed-in tariffs from photovoltaic systems and the development of the market for cryptocurrencies. In the event of negative developments, income from the feed-in of solar power may fall or cease altogether.

Similarly, in the event of negative developments, the value of the remuneration to be paid to the issuer in cryptocurrencies for the operation of the crypto mining hardware may fall or the remuneration may not be paid. As a result, the Issuer may not be able to meet its payment obligations as they fall due and interest payments or the repayment of the bond may be wholly or partially canceled or delayed.

The issuer is dependent on the generation of feed-in revenues from electricity generation. These could be lower than expected if the legally regulated feed-in tariffs fall and the issuer is unable to market the electricity generated directly elsewhere.

It is also dependent on the generation of income from crypto mining. These could also be lower than expected if the value of the remuneration received in cryptocurrencies as remuneration for crypto mining deteriorates or the respective cryptocurrency loses its value completely.

In addition, risks may arise from changes in the market price of the photovoltaic systems and crypto-mining hardware acquired by the Issuer, which may have a negative impact on the value of the tangible assets acquired by the Issuer.

There is a key person risk, as the Issuer is heavily dependent on the performance of the management and senior employees of its affiliated companies as well as qualified service providers and their employees. The loss of a member of the management or senior employees of these companies, a service provider and their employees in key functions could have a material adverse effect on the business activities of these companies and thus on the Issuer.

Due to the legal and personal interdependencies within the S&G Group, to which the Issuer belongs, there is a risk that decisions may be made by the companies and persons concerned that are not exclusively in the interests of the Issuer and/or its investors, because these decisions are not made as if between unrelated third parties, but may also take into account, for example, the interests of other companies or investors in other products of the S&G Group.

The Issuer is subject to liability for sales documents used and / or advisory liability arising from the sale of investment products, which may lead to substantial claims for damages.

There are risks in connection with foreign currencies and cryptocurrencies, as the remuneration for crypto mining is paid in cryptocurrency. This exposes the issuer to the risk of fluctuations in value over which the issuer has no influence.

Although the use of the issue proceeds is subject to a control of the use of funds, this is only carried out according to formal criteria. It cannot be ruled out that, as part of the control of the use of funds, payment releases are made that do not or do not fully correspond to the intended use of the issue proceeds. The liability of the controller of the utilization of funds is limited in amount and restricted to intent and gross negligence.

In the context of a transfer by way of security of the tangible assets acquired by the issuer (components of the photovoltaic systems and crypto-mining hardware) and the assignment by way of security of company shares held by the issuer as well as claims arising from insurance policies, warranties, etc., there is a risk that the actual value of the respective collateral may be significantly lower than the value assumed by the issuer and the collateral trustee and contractually agreed . There is also the risk that the respective collateral is worthless or cannot be realized. The Security Trustee is not obliged to examine the collateral and its value. In addition, the Collateral Trustee’s liability is limited in amount and restricted to intent and gross negligence.

Due to the lack of deposit protection, there is a risk of partial or total loss of the capital invested (including unserved interest claims).

The bonds are not associated with any participation, involvement or voting rights in the issuer’s shareholders’ meeting. There is therefore a risk that the bondholders will not be able to influence the issuer’s business policy, in particular the use of the issue proceeds.

Due to the limited fungibility of the bonds, there is a risk that the bonds can only be sold before maturity by accepting considerable price discounts, only with a very long delay or not at all.

The commitment of the invested funds is fixed for the term until October 31, 2029 (inclusive). There is therefore a risk that these funds will not be available to the investor for other purposes and that the bonds will not be accepted as collateral for a loan (e.g. to obtain liquidity).

As the issuer has a right of premature termination, this investment is subject to the risk that the bonds will be redeemed in a capital market situation that is unfavorable for the investor. Reinvestment could then only take place under less favorable conditions for the investor.

The Issuer is not restricted from incurring additional debt through further bond issues or the raising of further external funds. Increased indebtedness exposes the issuer to increased payment obligations that burden the asset, earnings and financial situation of the issuer. There is therefore a risk that the value of the bonds issued to date could fall as a result of an increase in debt.

The realization of the risks can lead to a default on interest payments and to a partial or total loss of the capital invested.

5.     Costs / sales remuneration

Acquisition costs: In a fixed-price transaction, the transaction is agreed between the investor and the bank or savings bank at a fixed or determinable price. This price includes all acquisition costs and regularly includes a fee of 1.00% of the nominal amount of the bond for the bank or savings bank. No additional fees or third-party costs are charged. These are covered by the fixed price. If the transaction is concluded in the name of a bank / savings bank or other sales agent with a third party for the account of the investor, this is a commission transaction. The fee for this in the amount of up to 1.00% of the nominal amount, but at least up to EUR 50.00, as well as third-party costs and expenses (e.g. trading venue fees) are shown separately in the securities statement.

Incidental acquisition costs, custody costs and disposal costs: Incidental acquisition costs, such as stock exchange fees, may be incurred when purchasing a bond. If the bond is purchased during an interest period, accrued interest must be paid in addition to the purchase price. Investors will incur the costs agreed with the custodian bank/savings bank for the safekeeping of the securities in the investor’s custody account (custody account fee). Investors can obtain further information on the amount of the costs from their custodian bank or savings bank. Any costs incurred in the event of a subsequent sale (e.g. fees charged by the executing agent or trading venue fees) must also be borne by the investor.

Total costs: One-off and ongoing consultancy and service costs of 10% of the total issue volume are incurred for structuring, design and prospectus preparation, drafting the terms and conditions of the bond, coordinating the structuring partners, placement and sales partner support, transaction costs, production of sales documents, marketing and product communication, legal advice and other costs (e.g. prospectus approval, stock exchange listing, paying agent, cash discount management).

6.     Taxation

One-off or current income and gains from the sale, redemption or repayment are subject to capital gains tax and, where applicable, the solidarity surcharge and, where applicable, church tax. The tax treatment depends on the personal circumstances of the respective investor and may be subject to future changes. We recommend consulting a tax advisor to clarify tax issues.

7.     Issue volume

up to EUR 30,000,000.00
divided into up to 30,000 bonds with a nominal value of EUR 1,000.00 each

8.     Use of the net issue proceeds

Construction of photovoltaic (PV) systems
Acquisition, installation and operation of blockchain/crypto ASIC servers

9.     Other notes

The bond is not subject to deposit protection. This product information sheet is intended exclusively for recipients within Germany and provides only the most important information on the product without presenting it in full. The product information contained in this product information sheet does not constitute a recommendation to buy or sell the bond and cannot replace individual advice to the investor from an investment advisor. In order to obtain further detailed information, in particular on the Issuer’s bearer bonds, the structure and the business model of S&G Data Center GmbH, potential investors should read the sales documents issued by the Issuer, including the terms and conditions of the Bonds dated [01.12.2024] and the Issuer’s financial reports. These documents can be requested free of charge from the Issuer S&G Data Center GmbH, Europaallee 1, D-46047 Oberhausen, e-mail address: anleihe@sug-data.com.