The summary consists of required information formed in elements. The elements are numbered in the sections A E (A.1 E.7).

Transcription

1 This is an unofficial translation of the summary in Swedish which constitutes a part of the prospectus for The Single Malt Fund AB (publ) approved and registered by the Swedish Financial Supervisory Authority, Finansinspektionen, on December 5, The Swedish version of the prospectus in whole is published on the website of The Single Malt Fund AB (publ), In case of discrepancy between the Swedish and the English version, the Swedish version shall prevail. SUMMARY OF THE PROSPECTUS REGARDING A PUBLIC OFFER FOR SUBSCRIPTION OF THE PARTICIPATION LOAN DEBENTURES ISSUED BY THE SINGLE MALT FUND AB (PUBL) AND ADMISSION OF SUCH TO TRADING AT NGM UP TO EUR

2 Definitions The definitions specified below or otherwise used in this translation are specified in the prospectus for The Single Malt Fund AB (publ) or The Single Malt Fund AB s terms for the participation loan debentures of December 5, The AIFMD Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 The AIFM Sentat Asset Management AB The Prospectus prospectus for The Single Malt Fund AB (publ) approved and registered by the Swedish Financial Supervisory Authority, Finansinspektionen, on December 5, SAIFMA the Swedish Alternative Investment Fund Managers Act (2013:561). SUFA the Swedish UCITS Funds Act (2004:46). The Terms - The Single Malt Fund AB s ( The issuer ) terms for the participation loan debentures of December 5, 2017 The Debentures participation loan debentures which are covered by the Terms. Good accounting practice - the Swedish Annual Accounts Act (1995:1554), the Swedish Book-keeping Act (1999:1078), and recommendation RFR 2 (2008:25) of the Swedish Financial Reporting Board. Investment capital - the amount that will have been transferred to the Issuer upon subscription of the Debentures. Permitted costs - refers to the costs defined in section 6.2 in the Terms, which may be charged to the Issuer in addition to the Management Fee and the License fee. The Minimum Interest an average 90-day government debt rate. The Loan loan capital received by the Issuer from investors in the Debentures according to the Terms. Banking day - refers to a day in Sweden other than Saturday, Sunday or other public holiday or such day as in regard of the payment for the Debentures is deemed to be a public holiday for the purpose of the definition in the Terms. Carried interest a carried interest calculated on the Investment capital which is accrued to Debenture holders according to paragraph 7 and other provisions of the Terms. Final repayment day refers to, in respect to each Debenture, March 1, 2024, such earlier date as follows from paragraph 8 in the Terms or paragraph 12 in the Terms. Or such a later date arising from paragraph 7. Subscription Amount - refers to the amount that, according to paragraph 3.6 in the Terms shall be paid to the Issuer upon subscription of the Debentures, calculated at the time of the issue.

3 SUMMARY INTRODUCTION The summary consists of required information formed in elements. The elements are numbered in the sections A E (A.1 E.7). The summary contains all the elements required for a summary of the current type of security and issuer. Since certain elements are not applicable for all types of prospectuses, there might be gaps in the numbering of the elements. Although it is obligatory to include all elements relevant for the current type of securities and issuer, it is possible that no relevant information can be provided regarding the element. The information has then been replaced with a short description of the element, together with Not applicable. SECTION A INTRODUCTION AND WARNINGS Element Disclosure Disclosure requirement A.1 Warning This summary should be read as introduction to the Prospectus. A.2 Third party s use of the Prospectus A decision to invest in the securities should be based on a consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability can only be imposed on those persons who have presented the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent with other parts of the Prospectus if these, together with other parts of the Prospectus, provide key information to help investors when considering whether to invest in such securities. Not applicable; consent to third parties to use the Prospectus is not provided. SECTION B ISSUER Element Disclosure Disclosure requirement B.17 Credit rating Not applicable; There is no credit rating assigned for the Issuer or for the Debentures. B.33 B.1 The Issuer s legal name and business registration number The Single Malt Fund AB (publ), business registration number B.2 The Issuer s domicile and legal form

4 The issuer has its domicile in Västra Götaland county, Gothenburg municipality, and is a public limited company conducting its business activity according to the Swedish law. The association form of the Issuer is regulated by the Swedish Companies Act (2005:551). B.5 The group Cellar Capital Invest AB ( The Parent Company ), business registration number , is a sole owner of the Issuer. The Issuer is a sole owner of the shares in The Single Malt Trading Limited (the Operating Company ), foreign business registration number , domiciling in Ireland. The Operating Company s business relates, both directly and indirectly, to trading and investment (analysis, purchase, storage, marketing and sales) in whiskey (ready-made whiskey, or whiskey in production) as well as related products. In terms of the Swedish Companies Act (2005:551) the group consists therefore of the Parent Company, the Issuer and the Operating Company. The Issuer is dependent on the Parent Company in so far as, at the Issuer's establishment, certain capital has been injected in the Issuer through a capital injection to cover the Issuer's start-up costs. Otherwise, the Issuer's operations development is not dependent on the Parent Company. The Issuer s development is, however, directly dependent on the economic result of the Operating Company that will form the basis of the Debentures return. A consolidated financial statement will therefore be prepared for the Issuer and the Operating Company (together the Fund Group ). B.6 Direct and indirect owners with share capital or voting right that is subject to notification pursuant to Swedish law The Parent Company is a sole holder of the Issuer s shares. Shares of the Parent Company are held by the following persons Lars-Erik Svantesson Christian Svantesson Bang Holding AS Staffliet AB Nicholas Horsburgh Matts Rydén Leif Axelsson Mats O. Ohlson Red Tivoli AB 19 percent 19 percent 11,875 percent 11,875 percent 11,875 percent 9,5 percent 9,5 percent 5 percent 2,375 percent All percentages refer to both share capital and voting rights in the Issuer and the Parent Company. The Parent Company does not own any other companies than the Issuer.

5 The above shareholder list indicates that no shareholder has control over the Issuer through a shareholder s respective holding in the Parent Company. The Issuer intends to issue the Debentures and list them to trading at NGM. The shareholders transactions, as well as transactions of other natural and legal persons related to the shareholders and other executives, are subject to notification pursuant to article 19 of the Regulation (EU) No 596/2014 of the European parliament and of the council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. Since the Debentures have yet not been issued, no notification obligation as per above has yet been fulfilled. B.7 Historical key financial information The Issuer has been established on June 30, 2017, and registered on July 6, 2017, as a private limited company as defined in the Swedish Companies Act (2005:551). On August 28, 2017, an Extraordinary shareholders meeting made a decision regarding conversion of the Issuer from being a private limited company to a public limited company. The Issuer was registered as a public limited company on October 3, A number of other amendments were also made in the Issuer s Articles of association in connection with the Extraordinary shareholders meeting in order to adapt the Issuer's intended activities. The amendments implemented covered inter alia changing of the Issuer's accounting currency from Swedish kronor to Euro. Conversion of the Issuer's share capital will be made by the last Swedish Banking Day in Transition from Swedish kronor to Euro will take effect from January 1, Since the Issuer has been recently incorporated, no annual report has yet been prepared. The Issuer has, however, prepared an interim report for the period July 6 September 30, 2017, which is incorporated in the Prospectus in full through reference and is also available at the Issuer s website. The incorporated interim report, including the management report, profit and loss account, balance sheet, cash flow statement, the supplementary information and the auditor s report is to be read as a part of the Prospectus. The interim report for the period July 6 September 30, 2017, is prepared with Swedish krona as the Issuer s accounting currency since the Swedish krona is the Issuer s accounting currency until and inclusive December 31, The Issuer s interim report has been audited by the Issuer s

6 auditor. The interim report does not contain any remarks from the auditor. Besides the auditing of the Issuer s annual report, the auditor has not audited any other part of the Prospectus. The Issuer s interim report has been prepared according to the Good accounting practice as is defined in the Terms, that is the Swedish Annual Accounts Act (1995:1554), the Swedish Book-keeping Act (1999:1078), and recommendation RFR 2 (2008:25) of the Swedish Financial Reporting Board. The Issuer does not provide any comparable data for two accounting periods since the Issuer was recently formed. The financial key information summarized below, taken from the audited interim report, has not been audited by the Issuer's auditor other than stated in this section. INCOME STATEMENT SEK 2017 July 6 Sep 30 Net sales revenue - Cost of goods and services sold - Gross earnings - Other external costs Staff costs - Depreciations - Profit Financial net - Profit after financial items Taxes - Profit for the period REPORT OVER TOTAL RETURN July 6 Sep 30 SEK 2017 Net income for the period Total income for the period BALANCE SHEET September 30 SEK 2017 ASSETS

7 Current assets Short-term receivables Liquid assets Current assets ASSETS EQUITIES AND LIABILITIES Equity Restricted equity Unrestricted equity Equity Current liabilities Other current liabilities Accrued expenses and prepaid income Current liabilities EQUITIES AND LIABILITIES The Issuer s statement of cash flow statement is provided below. The cash flow statement relates to the period of July 6, 2017 September 30, 2017 and is found in the interim report on page 3. The cash flow statement has been audited and revised by the Issuer s auditor. SEK 2017 July 6 Sep 30 Company s activities Profit for the period Adjustments for items not included in cash flow - Changes in the Company s net assets Cash flow from the Company s activities - Cash flow from investment activities - Financing activities Share capital, the company s formation Increase in share capital, not registered Cash flow from financing activities

8 Changes in liquid funds Liquidity at the beginning of the period - Liquidity at the end of the period The Issuer has since its formation not conducted any activities or made any investments aside from the purchase of shares of the Operating Company. Some capital has been injected by the Parent Company by a capital injection to cover the start-up costs occurred in the Issuer. No events of essential significance for the Issuer s solvency or that might have affected the Issuer s solvency in a negative way have therefore occurred since the Issuer s formation. No significant changes of the Issuer s financial situation or position on the market that may have a negative impact have occurred after the period that is covered by the historical key financial information. B.8 Selected pro-forma key financial information Not applicable; no pro-forma key financial information is prepared by the Issuer. B.9 Profit forecast Not applicable; no profit forecast or calculation of expected profit has been made. B. 10 Qualifications in the audit report Not applicable; no qualifications have been made in the audit report regarding the historical key financial information C.3 Shares issued and fully paid and issued but not fully paid Not applicable; Investment in the Issuer is made by investing in the Debentures. No other shares in the Issuer will be issued or admitted to trading at a trading venue. The shares owned by the Parent Company are fully paid. C.7 Dividend policy Not applicable; No other shares in the Issuer will be issued or admitted to trading at a trading venue. The Parent Company is a sole holder of the Issuer s shares. Investment in the Issuer is by investing in the Debentures. Investors in the Debentures have the right to split the potential interest generated in the Issuer. D.2 Key information on the key risks that are specific to the issuer. The Issuer s operation is affected by a number of risks, which may have a negative impact on the Issuer s future, which have to be considered when assessing the Issuer s future

9 development. Specified below are the main risks that have been identified in the Issuer s operations. (i) The Issuer s operations relate to investment in whiskey trade through investing its capital in the Operating Company where trade with whiskey will be conducted. The Issuer aims to achieve an average return of approximately 10 percent on the Investment capital during the Issuer s life cycle. The investment in whisky is made in the Operating Company, which means that the Issuer s return is directly and solely dependent on the activities conducted by the Operating Company, i.e. the development of whiskey trade in the Operating Company. As it is impossible to foresee how the Operating Company's operations develop, there is a risk that the Issuer's investment will not achieve the expected return, which means that the value of the capital invested by an investor may be lost. There is thus a risk that invested capital cannot be recovered upon redemption. (ii) The Issuer is an alternative investment fund, and thus is not a UCITS. Therefore, the requirement applicable for UCITS do not apply for the Issuer, i.e. the capital requirements, risk diversification requirements, investment diversification requirements, requirements for regular redemption of the fund units, which all are intended to constitute consumer protection requirements. Investments in the Issuer are therefore more exposed to risk than an investment in a UCITS. (iii) The current price development on whiskey has shown strong increase during the last decades, which could mean that there is a certain risk for a less positive price development than previously noted. Furthermore, an economic downturn may affect demand for premium products in whiskey industry, with the result that the Operating company's activities will not develop as expected, which means the risk that the return on the Debentures will not turn out as expected or will result in no return at all. (iv) The Issuer s product is new and unknown to investors, which may entail a difficulty in attracting a sufficient number of investors. If the Issuer has a limited investment capital, the Issuer may be forced to refrain from certain investment opportunities, which may result in a lower return on the invested capital than expected, or no return at all. (v) The Issuer's activities may be limited if amendments to regulatory frameworks impose specific requirements or impose certain restrictions on that type of activity. There is therefore a risk that the Issuer cannot complete its business idea or can only complete it in part, which in turn may pose a lower or no return. (vi) The Issuer is an alternative investment fund managed by the AIFM that has obtained the operating license for that purpose by Sweden's Financial Supervisory Authority (Finansinspektionen). Even if the license has been granted, the AIFM shall, during ongoing operations, ensure that the AIFM is compliant with all requirements at all time. If the requirements are not fulfilled at all time, there is a risk that the AIFM may be assigned a warning or get its operational

10 license revoked, which means that the Issuer may need to appoint another AIFM or terminate its business. Regulatory changes may also affect the AIFM's operations in such a way that additional administrative costs will be added, which may be cost increasing and hence result in a higher management fee charged to the Issuer. (vii) The Issuer has been formed as a public limited liability company. In case of the Issuer s insolvency or if a liquidation procedure started against the Issuer, such actions may affect the Issuer s prospects of payment of potential return or repayment of the invested capital. In case of the Issuer's insolvency or liquidation, the Debentures are treated at all times par passu with the Issuer's other unsubordinated and unsecured obligations, subject to applicable law. In the event that the Issuer has other obligations (e.g. due to legal requirements) there is therefore a risk that such obligations may be met and / or refunded before the Issuer's interest payments and / or repayment of the loan. (viii) The Issuer s investment relates to its own subsidiary, the Operating Company. As far as the Issuer is aware, there are no other alternative investment funds with similar investment objective, which means that the Issuer s business is now not exposed to competition. However, the return on the Debentures is directly dependent on the Operating Company s development, i.e. the trade developed in the Operating company. In this regard, the Operating Company competes with a large number of players both in terms of purchase and disposal of the Operating Company s products. There is therefore a risk that the return on the Debentures will not be as expected, or there will be no return at all. (ix) There is a risk that the Issuer, in its operations, may be involved in legal proceedings with an external third party, such as for example a contractual counterparty. Disputes and other legal proceedings are demanding in terms of time and resources, which might affect the Issuer s operations negatively since the Issuer will be hindered from focusing on its core operation. In addition, the costs associated with such procedures could be substantial, which may lower the profit and thus affect the Issuer s development in a negative way. (x) The Issuer s operations include investments in the Operating Company domiciling in Ireland. The operations, including transactions made in the Operating Company, are conducted according to the Issuer s interpretation of applicable tax legislation, mutual intergovernmental tax treaties and other tax regulations as well as the Issuer s view and interpretation of the requirements posed by the relevant tax authorities. There is a risk that the Issuer s view of above mentioned tax legislation, mutual intergovernmental tax treaties and other tax regulations is not correct in all respects. There is also a risk that the tax authorities in the relevant countries can make assessments different from the Issuer s. Therefore, the Issuer's position concerning tax matters may change as a

11 B.34 A description of the investment objective and strategy, including any investment restrictions and a description of the financial instruments used. result of such decisions made by relevant tax authorities or as a result of amended legislation, tax treaties or other regulations. Such decisions or amendments, which may possibly apply on the Issuer and the Operating Company retroactively, may negatively affect the Issuer's operations, financial position and profitability in the future. The Issuer s investment strategy means that the capital received by issuing of the Debentures is to be invested into the Operating Company. Unlike UCITS funds, the Issuer does not apply risk diversification since the investment is concentrated entirely to the Operating Company. The Operating Company s operations include trading with whisky, which does neither involve any diversification of underlying assets. The Issuer's total return is therefore totally dependent on the profit generated by the Operating Company s operations. The Issuer s investment objective is to generate an annual average net return of approximately 10 percent of the Investment capital, i.e. the amount that will have been transferred to the Issuer upon subscription of the Debentures. The Issuer s Investment portfolio may include the following assets: (i) the Operating Company s shares, (i) Loans to the Operating Company according to market terms, (ii) Liquid funds, (iii) Loans to banks, and (iv) Such assets that are necessary to carry out the ongoing operations of the Issuer. The Investment portfolio is financed by (i) The Investment capital (ii) The return and profits from investments made, and (iii) income from advice to the Operating Company. The Issuer is an alternative investment fund that does not follow any financial index. The issuer has not established any investment committee. The AIFM is responsible for the portfolio management of the Issuer s Investment portfolio. Mats Ohlson is the Issuer s portfolio manager at the AIFM. The Issuer does not invest in derivatives or any other financial instruments. The Issuer does not use financial leverage. B.35 The borrowing limits Not applicable; The Issuer does not intend to take loans. B.36 Information regarding the regulatory status The Issuer is a public limited company incorporated in Sweden under the Swedish Companies Act (2005:551) and

12 and regulator operates under Swedish law. The Issuer's activities are also carried out in accordance with the SAIMFA and other applicable regulations governing operations of alternative investment funds. The Issuer will be managed by an external authorised AIFM, supervised by the Swedish Financial Supervisory Authority, Finansinspektionen, and will therefore be subject to supervision by Finansinspektionen. B.37 Typical investor Investment in the Debentures that are issued by the Issuer are open without restrictions to the public. Investments in the Debentures are suitable for investors with an investment horizon of sex years that plan to invest capital during the entire term. Investors in the Debentures can be individuals, companies, foundations and securities companies. Potential investors shall be aware that the Issuer s board of directors may extend the Issuer s liquidation period to up to 12 months from March 1, B.38 Investments equivalent to more than 20 per cent of the Issuer s gross assets B.39 Investments equivalent to more than 40 per cent of the Issuer s gross assets B.40 The Issuer s service providers and information about maximum fees that can be charged for the services provided to the Issuer by such service providers The AIFM has submitted an application to Finansinspektionen for permit to market the Issuer to retail investors in Sweden. Not applicable; The Issuer s investment strategy means that the entire capital received through issuing the Debentures shall be invested in the Operating Company. The Issuer will therefore not invest in any other issuer, collective investments vehicle or counterpart. Not applicable; The Issuer s investment strategy means that the entire capital received through issuing the Debentures shall be invested in the Operating Company. The Issuer will therefore not invest in any other issuer, collective investments vehicle or counterpart. The Issuer will in its operations use the following service providers. - Euroclear Sweden AB (Central Securities Depository), - Mangold Fondkommission AB (issuer agent and market maker), - PwC (auditor), - RSM Stockholm AB (independent valuer), - Sentat Asset Management AB (AIFM), - Intertrust Depositary Services (Sweden) AB (depositary), - NGM-NDX (trading venue). The AIFM is engaged regarding portfolio management, risk management and certain administrative functions of the Issuer, and will for the services provided receive The Management fee. In addition, the Issuer will render an annual fee ( The License fee ) to the Parent Company for the use of the concept developed by the Parent Company regarding trade in

13 whiskey. The Management fee and The License fee will be paid out with a total amount that, including potential VAT, will correspond to a net cost per fiscal year of 2,5 percent of the Investment portfolio, calculated without considering the tax effect of The Management fee for the current fiscal year. Since it is not possible to know in advance how much capital is received thorough the issue of Debentures, no estimation in terms of the amount of the Management fee and the License fee can be made. The cost of the services provided by the depositary is estimated at EUR annually. In addition, a start-up cost is charged of approximately EUR The cost of the services provided by the independent valuer is estimated at EUR annually. In addition, a start-up cost is charged of approximately EUR The cost of the services provided by Mangold in its capacity of the issuer agent and market maker is difficult to estimate, as the fee depends on the investor s interest for the Issuer s Debentures. The cost of the services provided by the central securities depository is charged annually and will vary from year to year. The estimated cost is no more than EUR year 1, EUR year 2-5 and EUR year 6. The cost of the services provided by NGM-NDX for the listing, and to maintain the listing, is estimated to reach EUR per year. In addition, a start-up cost will be charged of approximately EUR The auditor receives payment on an ongoing basis for the audit assignment. It is therefore difficult to estimate in advance a maximum amount that may be paid for the assignment. Information provided above represents an estimate made by the Issuer and may change as a result of increased costs for the services provided by the respective service provider. Such an increase can, for example, be caused by increased demands imposed on the Issuer and its operations. The Issuer may also charge other Permitted costs as for example remuneration to the Board of directors and the CEO. As it is not possible to foresee what Permitted costs that may become relevant during the ongoing operations, no estimation is made regarding such Permitted costs. All costs charged will reported to the investors.

14 The Issuer will not charge any specific subscription or redemption fee. B.41 The identity and the regulatory status of the AIFM, investment advisor, depositary and agents, and information about delegated functions A performance fee of 20 percent of the Issuer s return above the Minimum Interest will be charged the Issuer by the Parent company. The Issuer has appointed Sentat Asset Management AB ( The AIFM ) as external AIF-manager of the Issuer. Mats Ohlson is responsible portfolio manager at the AIFM. The AIFM does not intend to delegate its tasks to any other AIFmanager. The AIFM conducts its operations according to the SAIFMA and other applicable regulations governing operations of AIF-managers. Intertrust Depositary Services (Sweden) AB ( Intertrust ), business registration number , has been appointed as the Issuer s depositary. The depositary agreement has no time limitation and can be terminated in accordance with the agreed notice period. The depository will not delegate its depositary functions to any other service provider. The depositary is regulated by SAIFMA and other applicable regulations. B.42 Determination of and information regarding the Issuer s net asset value B.43 Information about whether the company is part of an umbrella collective investment vehicle B.44 Statement regarding financial reports The issuer does not intend to provide any investment advice or hire agents as defined in the Swedish Securities Market Act (2007: 528). The Issuer shall insure that a specification of the Investment portfolio and its value is prepared thirty (30) days after the expiration of each quarter at the latest. The value of the Investment portfolio shall be calculated according to the accounting principles that, according to the applicable regulations, apply to Fund Group. Such accounting principles include the Swedish Annual Accounts Act (1995:1554), RFR 1 Complementary Regulations for Concerns, and International Financial Reporting Standards (IFRS) as adopted by the EU. In addition, value for each Debenture shall be reported. The valuation report shall be made available on the Issuer s website no later than thirty (30) days after the end of each quarter. The valuation is to be determined annually by independent valuer and published on the Issuer s website no later than thirty (30) days after the end of the relevant period. Not applicable; The Issuer is not part of an umbrella collective investment vehicle. Not applicable; The Issuer has not initiated its operations or made any investments at the time for submitting the Prospectus. The Issuer s first fiscal year is July 6, 2017

15 B.45 Description of the Issuer s portfolio s assets B.46 Information about the most recent net asset value December 31, 2018, therefore no annual report has yet been prepared for the Issuer. However, an interim report has been prepared regarding the period July 6 September 30, 2017, for the Prospectus. The Issuer s Investment portfolio may include the following assets: (ii) the Operating Company s shares, (iii) Loans to the Operating Company according to market terms, (iv) Liquid funds, (v) Loans to banks, and (vi) Such assets that are necessary to carry out the ongoing operations of the Issuer. Not applicable; There is no information regarding the most recent net asset value of the Debentures, as no investments have yet been made in the Issuer. SECTION C SECURITIES Element Disclosure Disclosure requirement C.1 Type of the offered security and its identification number The Issuer offers investment in Debentures issued by the Issuer. ISIN - SE C.2 Currency The Debentures are denominated in Euro ( EUR ). C.5 Potential restriction on the transferability C.8 Rights related to the security C.9 Information about interest Not applicable; There are no legal restrictions on transferability of the Debentures. Transfer of the Debentures is effected by notice to the Issuer as assigned by the Issuer or otherwise to Euroclear Sweden. Such notice shall contain all required information regarding the acquirer of the right. The Debentures represent debt securities under the Swedish Financial Instruments Accounts Act (1998:1479). The Debentures are unsecured. The Debentures will be treated par passu with the Issuer s other unsecured and unsubordinated obligations. The Debentures entitle the investor to receive potential interest generated in the Issuer during the time that the investor choses to have capital invested in the Debentures. There is no fixed interest paid to investors of the Debentures. However, the investors are entitled to potential interest generated in the Issuer during the time that the investor choses to capital invested in the Debentures. In connection with the Issuer s liquidation, the Issuer s Board of directors will decide on repayment of the Debentures investment capital, together with payment of potential interest. Payment or repayment of the Loan is made to the person registered as holder of the Debentures five (5) Banking days prior to the due date ( Final investment date ),

16 or to any other person registered on that date with Euroclear Sweden entitled to receive payment or repayment. The same applies also for earlier redemption requested by investors or otherwise in the case of earlier termination of the Loan initiated by the Issuer. The interest on the Debentures is calculated as Carried interest as follows. Before repayment of the Loan and payment of the interest to the investors, the Issuer shall insure that all costs payable are paid or provisions are made for unpaid costs in accordance with the Terms. Losses attributable to investments made shall also be deducted. Thereafter, the Loan is repaid to the investors. (i) Of the funds remaining thereafter, the amount shall be distributed pro rata between investors as follows. First, amounts equivalent to Minimum interest, calculated on the Investment capital for the period from the issuance date on March 1, 2018, until the date of the repayment according to the above ( Final repayment day ) shall be distributed to holders of the Debentures as carried interest ( Carried interest ). (ii) After that, twenty (20) percent of any remaining amount shall be distributed to the Parent Company for such period. (iii) Finally, the remaining amount shall be distributed to investors, as additional Carried interest C.10 Derivative components C.11 Application for admission to trading When the Issuer has made all of the payments as per above, the Debentures shall be deemed as fully repaid and the Issuer shall thereafter have no further obligations to investors. Not applicable; No derivative components are relevant. The Prospectus has been prepared as the Issuer s Board of directors intends to apply for admission to trading of the Debentures at NDX, which is a part of NGM:s regulated market. Provided that the application is approved, trading with the Debentures at NGM-NDX is planned to commence on March 12, Prior such admission decision is made by NGM, a listing review will be conducted according to the marketplace s listing terms. Mangold Fondkommission AB ( Mangold ), business registration number , has undertaken to act as an issuer agent and market maker, and to continuously set bid price, an, where possible, also ask price, in regard to the Debentures.

17 SECTION D - RISKS Element Disclosure requirement D.3 Key information on the key risks specific to the security Disclosure Potential investors should be aware that an investment in the Issuer, and in the Debentures, that are offered according to the Prospectus means a significant risk. Listed below are the main risks that have been identified regarding the Debentures. (i) The Issuer s operations aim to generate return to its investors. The invested capital and any return that the Issuer has generated will be repaid and paid respectively on the basis of the approved results of the management upon the Issuer liquidation on March , or otherwise no later than 12 months after such liquidation date, if the liquidation period is extended. An investment in the Issuer is therefore primarily a long-term investment. (ii) Investment in the Debentures are primarily to be considered as an investment during the Issuer s entire life cycle of six (6) years with a possible extension period up to 12 months. The Issuer will issue the Debentures on March 1, 2018, after which no other issues will be made. The Debentures are, however, freely transferable with restrictions set by applicable law. Mangold in its capacity of a market maker will provide bid price, an, where possible, also ask price, in regard to the Debentures, to which the Debentures can be bought or sold by Mangold. Overall, there is a risk that investor s possibility to sell the Debentures is worse than expected when the number of potential buyers of the instrument is limited. (iii) In the event that the offer is not fully subscribed, the Issuer will receive a smaller investment capital, which may lead to a risk that the Issuer s investment will not be as extensive as it could have been for a fully subscribed issue. This implies a risk that the Issuer's investment will not yield the expected return. (iv) The value of the Debentures will fluctuate as a result of, among other things, actual and expected variations in the value and return of the Issuer s Investment portfolio. In addition, it may also fluctuate as a result of potential changes in regulation, as for example SAIMFA, the market s general cycle, and other factors. There is subsequently a risk that an investor cannot sell the Debentures at a price that means a positive return for the investor. (v) The Issuer s only investment object is the Operating Company, which means a significant concentration risk in the Issuer, as the value of the Debentures is dependent on the Operating Company s development. If the Operating Company s operations do not develop as expected, this may mean that the potential return on the Debentures will be worse than expected or it will be no return at all, which in turn means a significant risk that the invested capital cannot be retrieved at redemption. (vi) The Issuer s and the Operating Company s accounting currency is EUR. However, some trade n other currencies in the

18 SECTION E OFFER Element Disclosure requirement E.2b Reasons for the offer and the use of the proceeds Operating Company will occur, which means that the operations of the Operating Company will be exposed to currency risks. As the Operating Company only deals with whiskey and whiskey-related products, no currency risk hedging will be made in the Operating Company, which may mean that the Issuer s operations may be indirectly affected of potential currency fluctuations as it affects the Operating Company s operations. There is therefore a risk that the investment in the Debentures, as a result of currency fluctuations, will yield lower returns than expected. (vii) The Issuer s investment strategy means that the Issuer s capital will be invested through lending the capital to the Operating company, which is a wholly owned subsidiary to the Issuer. An annual interest rate will be paid to the Issuer on the loan capital. Payment of the interest on the loan and repayment of the loan depend on the Operating Company s positive development, which is, however, is difficult to foresee. There is therefore certain credit risk, since there is always the risk that the loan capital will not be repaid to the Issuer at the end of the loan term or that the determined interest rate will not be paid to the Issuer, which may affect the return on the Debentures. There is therefore a risk that the Issuer will be unable to fulfil its obligations under the Terms. (viii) A massive decline in a country s or a region s economy due to various causes may affect the market for whiskey producers and buyers. This means, in turn, impaired or disrupted opportunities for the Operating Company s operations, which has a direct effect on the Issuer s capital and return. There is a risk that the Issuer s capital will therefore not remain intact, or that the return will not be as high as expected, or no return at all. Disclosure In order to achieve its purpose and implement its business idea, the Issuer needs to bring in funds from investors. With the capital invested in the Debentures, the Issuer intends to make an investment in the Operating Company. The profit generated in the Operating Company will form the basis of the interest on the Debentures. Since the Operating Company is the only investment object of the Issuer, the Issuer s interest will be therefore solely dependent on the result of the activities conducted in the Operating Company. The capital received by the Issuer through the issue of the Debentures will be invested in the Operating Company by lending to it, as soon as the capital has been received through the issue of the Debentures on March 1, Market interest rate will be paid from the Operating Company to the Issuer for the loan annually until repayment of the loan to the Issuer has been made in accordance with the Terms at the Issuer s liquidation.

19 E.3 A description of the terms and conditions of the offer It is not possible to estimate in advance how much interest the Issuer will have with investors. The total amount expected to be received corresponds to a maximum of EUR General The offer according to the Prospectus relates to the Debentures issued by the Issuer on March 1, 2018, and will be issued to a maximum of EUR The total amount received may be increased or decreased in accordance with the Terms. Issuer The Single Malt Fund AB (publ), business registration number ISIN SE Total amount The offer refers to issuance of the Debentures to a maximum of EUR Debenture The Debentures are denominated in EUR, issued according to the Swedish law and issued to the holder. Preferential right The offer is targeted at the general public without any preferential rights. Subscription price The nominal amount for each Debenture is EUR 100. Minimum initial subscription is EUR 1 000, that is at least ten (10) Debentures á EUR 100. The Issuer has not set up an upper limit for an investment in the Issuer. Subscription period and instruction for subscription The subscription period starts on January 16, 2018, and ends at the latest eight (8) Banking days before the issue on March 1, 2018, i.e. by February 16, 2018 at the latest. The Issuer s Board of directors has the right to extend or shorten the subscription period. Subscription of the Debentures is made on a special subscription form that can be ordered from the Issuer. The subscription form is also available on the Issuer s and Mangold s respective website.

20 The subscription form is sent or submitted to Mangold as stated in the subscription form. The subscription form must be submitted to Mangold at the latest by on February 16, Only one subscription form per person, natural or legal, will be taken into account. In case more than one subscription form per person is submitted, only the form latest one received will be taken into account. Incomplete or incorrectly filled out subscription forms will be disregarded. No changes or additions may be made in the printed text on the subscription form. The subscription is legally binding and by accepting the offer, the investor undertakes to pay the subscription amount. The investor in the Debentures must have a VP-account 1 or a securities account 2 to which a delivery of the Debentures can be made. Investors who do not have a VP-account or a securities account must have opened a VP-account or a securities account through a bank or securities firm before submitting the subscription form. The investors should be aware that this may take some time, why this should be taken care of in good time prior to the end of the subscription period. Assignment and payment of the subscription amount The Issuer reserves the right to decide whether a submitted subscription form shall entitle to participation in the subscription of the Debentures. Decision regarding the assignment of the Debentures is made by the Issuer s Board of directors after that the subscription period has expired. Assignment of the Debentures may be omitted, or occur to a lower number of Debentures than stated in the subscription form. As soon as the assignment has been determined, a settlement note will be sent to investors who has been assigned the Debentures six (6) Banking days prior the issuing date, i.e. on February 21, 2018 at the latest. A notification regarding the assignment will not be given in any other way than stated above. Persons who have not been assigned the Debentures will not receive any message. A person who has received a settlement note shall pay a full subscription amount to the bank account stated by the Issuer. The full payment shall be transferred no later than on the fifth 1 A VP-account is an account for dematerialised securities maintained by the Euroclear Sweden pursuant to the Financial Instruments Accounts Act in which (i) an owner of such securities is directly registered or (ii) an owner s holding of securities is registered in the name of a nominee. 2 A securities account is an account for dematerialised securities maintained by a bank or a securities firm pursuant to the Financial Instruments Accounts Act in which (i) an owner of such securities is directly registered or (ii) an owner s holding of securities is registered in the name of a nominee.

21 (5) Banking day after receiving the settlement note. The subscription will expire in case of non-payment. The assigned Debentures may in such case be assigned to another investor for a lower amount than the intended Subscription Amount. The person who subscribed for such Debentures and not paid the Subscription Amount in due time may then be responsible for the difference. Registration of the Debentures Registration of the issued Debentures with Euroclear Sweden is scheduled to take place within two weeks after payment for the Debentures has been made. Delivery of the Debentures is made to each investor s designated VPaccount or securities account as soon as possible, after that the payment has been registered. The result of a completed issue will be published on the Issuer s website as soon as the Debentures have been registered and delivered. The result of the offer will be published on the Issuer s website. Courtage/Fee The Issuer does not charge any courtage on the invested amount. A fee may, however, be charged by distributors through which the Debentures may be sold. E.4 Interests and conflicts of interests that are of significance for the offer Miscellaneous The subscription period may be adjusted by decision of the Issuer s Board of directors. In case the subscription period is amended, other relevant dates regarding the issue will be amended accordingly to the required extent. The Issuer s Board of director s members Lars-Erik Svantesson and Christian Svantesson are also shareholders in the Parent Company and thus indirect owners in the Issuer and have therefore an economic interest that is dependent on the offer s success, as the Parent Company also may have an economic interest that is dependent on the Issuer s operations. Furthermore, Christian Svantesson is the Issuer s CEO as well as a member of the Operating Company s investment committee. However, as both the Issuer and the Operating Company are parts of the same group, this does not constitute a conflict of interest as it is in the interest of the Parent Company and the aforementioned persons to ensure that all companies within the group develop positively. There are no contractual relationships or transactions between the Issuer and the Parent Company that may affect the Issuer's ability to fulfil its obligations to its investors apart from the License fee and any future profit distribution and

22 potential sharing of the Carried interest that the Parent Company s Board of directors may decide upon. The Issuer intends to openly report the Issuer's transactions with the AIFM and the Parent Company in such reports that will be prepared for the Issuer. Moreover, the Issuer has an independent valuer that ensures that the Issuer's assets are valued correctly. The Issuer has not granted loans, guarantees or provided guarantees to or for the benefit of the Issuer s Board members, senior executives or auditors of the group. None of the Issuer s Board members has had any direct or indirect participation in transactions which are or were unusual to their nature or in terms, which remain unregulated or unresolved in any respect. The auditor has not been involved in any business transactions mentioned above. The Issuer has not given loans, guarantees or surety bonds to, or in favor of, the members of the board, leading post holders or accountants in the concern. None of the members of the board of the Issuer has had any direct or indirect part in business transactions that have been unusual regarding to its character or to the terms, and in any way remain as unregulated or unfinished. The auditor has not been involved in any business transaction as above. Furthermore, there is no agreement or equivalent that the Issuer is aware of that may later on lead to a change of the Issuer s control. Mats Ohlson will act as a responsible portfolio manager of the Issuer through his employment in the AIFM. Mats is also a shareholder in the Parent Company, and thereby an indirect shareholder in the Issuer, which, however, is not considered to constitute a material conflict of interest as the Issuer s positive development is of mutual interest. At the time for the Prospectus approval, Mats is also a member of the AIFM s Board of directors. Mats intends, however, to resign from the assignment by the time when the AIFM starts managing the Issuer, which means that no conflict of interest arises due to that. There are no conflicts of interest in regard to the AIFM, Mangold, Euroclear, NGM-NDX, PwC or RSM Stockholm AB. Any further conflicts of interest of importance for the offer has not been identified. E.7 Costs for the investor The following costs may be charged to the Issuer. (i) An annual management fee to the AIFM ( The Management fee ),