In addition, the following risks associated with the depositary receipts and the participation structure apply:
a) No direct shareholder and voting rights: Investors do not acquire direct company shares in the project owner, but depositary receipts representing the economic rights to the company shares held by the STAK. The depositary receipts themselves do not grant direct voting rights. Investors are therefore unable to directly influence the business activities of the project owner or shareholder resolutions. This may adversely affect the value of the investment.
b) Risks arising from the STAK structure: Investors invest indirectly through a STAK. There is a risk that decisions or actions of the STAK may not be in the interest of individual investors or that the exercise of the rights associated with the company shares by the STAK may result in disadvantages for the investors.
c) Dilution risk: Future capital measures may lead to a dilution of the investors’ participation if they do not or cannot participate in corresponding financing rounds. This may result in a reduction of the investors’ economic share in the project owner.
d) Exit and valuation risk: A return may in particular depend on a future sale or initial public offering of the project owner. There is a risk that such an exit may not occur or may not occur on the expected terms. In addition, the valuation of the project owner may fall short of expectations, which may lead to a partial or total loss of the invested capital.
e) Risks arising from contractual co-sale provisions: Contractual provisions, in particular tag-along rights or drag-along obligations, may result in investors being entitled or required to co-sell their depositary receipts under certain circumstances. This may result in a sale at a time or on terms that do not meet the investor’s expectations.
f) Management and personnel risks: The economic success of the project owner depends significantly on its management and qualified employees. The loss of key persons or difficulties in attracting and retaining suitable kitchen and service staff may adversely affect business development. Furthermore, the project owner has a management risk because there is just one managing director, who is also the sole beneficial owner of the project owner. If the managing director of the project owner is temporarily or for a longer period of time unable to vote or represent the project owner, this could have a negative impact on the business activities of the group and thus on the project owner’s business operations.
g) Legal and regulatory risks: The business activities of the project owner are subject to legal and regulatory frameworks. Changes to these frameworks or violations of applicable regulations may lead to sanctions and adversely affect business operations.
The risks listed above are not the only risk factors that may affect the business activities of the project owner. Other risks and uncertainties that the project owner currently does not consider relevant or is not currently aware of may also have a material impact on the business operations, business results and financial standing of the project owner.