Timeless Luxury Group AG announces commencement of Digital Security Offering (DSO)
NEW YORK--(BUSINESS WIRE)--Apr 3, 2019--Timeless Luxury Group AG (“TIMELESS“ or the “Company“), a Swiss based company focused on offering luxury holiday villas, resorts and lifestyle products ( www.timeless-luxury.com ), announced today that it has launced its Digital Security Offering (DSO) with TriPoint Global Equities, LLC, a United States registered broker dealer. The offering of the ERC20-based digital security called TMLS Tokens (“TMLS“) will be available directly at www.banq.co/listings/timeless. The Company is offering a maximum of 100,000,000 TMLS Tokens at a price of USD 1.00 per TMLS (the “Offering“). The minimum investment amount for an investor is USD 1,000.00 (or 1,000 TMLS).
The DSO structure offers investors the opportunity to participate in future profits and sales
TMLS offer investors the opportunity to participate in the planned development of the Company, by providing a right to earn a specified percentage of certain future Company profits. TMLS holders are entitled to receive 40% of the earnings before taxes, depreciation and amortization (“EBTDA“) per annum from the business segments TIMELESS HIDEAWAYS and TIMELESS RESORTS and 10% of revenues of the TIMELESS YACHTS and TIMELESS SELECTION divisions, as well as the planned global franchise concept, if and when such profits and revenues are earned. In addition, as a bonus, holders of at least 1,000 TMLS will receive a discount of 20% on bookings of TIMELESS HIDEAWAYS or TIMELESS RESORTS.
“It is important to us that we offer our investors an attractive and coherent overall concept with our DSO. We are on the starting ramp of a dynamic growth path and want to use any funds flowing from the DSO to lead TIMELESS into a new dimension together with our investors”, emphasized Michael Gössl, founder and CEO of TIMELESS.
TriPoint Global Equities, LLC, working with its online division BANQ ® ( www.banq.co ), will act as the lead managing placement agent for investors in the Offering. The Company seeks to raise up to USD 100 million for the development of up to 41 new hideaway properties and a planned resort through the DSO. TMLS Tokens are issued in accordance with the Ethereum ERC-20 standard and in the United States, pursuant to the exemption from registration under the Securities Act provided by Regulation D, Rule 506(c) and to international investors using Regulation S. The Reg D 506(c) DSO will be offered and sold to accredited investors only. This DSO will be the first offering in the United States to use an SEC Registered Transfer Agent for the issuance and custody of digital securities by engaging New York City based Vstock Transfer, LLC powered by www.custodyware.com.
TIMELESS HIDEAWAYS: Core of the business
The TIMELESS HIDEAWAYS division, the core of the business, comprises the planned development and operation of rental luxury chalets and villas in vacation destinations throughout Europe and the world. “Our planned TIMELESS high-quality Hideaways will combine luxury, comfort, functionality and tranquility in a unique way to create a relaxing experience for discerning travelers“, says CEO Michael Gössl. The Company´s business plan is based on the success of two existing “Concept Properties,“ the luxury chalet “TIMELESS HIDEAWAY Wilder Kaiser“ (since 2015) and the villa “TIMELESS HIDEAWAY Zell am See“ (since 2017), which are owned and managed by entities for which Gössl is also a majority shareholder and CEO. Both the chalet and the villa achieved occupancy rates of over seventy percent (70%) in 2017 and 2018. If the Company raises a minimum of USD 1 million in the DSO, it expects such other entities to transfer the operation and management of the Concept Properties to the Company. Management believes that the demand for high-quality holiday homes has risen significantly in recent years1 and believes such trends will continue. At the same time, the market is highly fragmented and management believes that this offers unique growth opportunities for TIMELESS.
After successfully demonstrating the business concept and using the operations of the Concept Properties for analysis and optimization, TIMELESS Management decided to expand the concept and is developing a well filled project pipeline. TIMELESS will use the funds raised in the DSO to both acquire and develop its own properties based on the success to date of the Concept Properties and expand the concept. Management has already identified numerous sites for potential Hideaway properties and plans to use funds from the DSO to acquire and develop said properties. Management may also use funds to purchase semi-finished properties, provided they fit into the Company‘s planned portfolio and meet the Company´s quality requirements. Management also believes that the Hideaway concept may lend itself to a franchising opportunity and if funds permit, TIMELESS plans to launch a global franchise concept in the future.
TIMELESS RESORTS: Transferring the successful Hideaway concept to the development of resorts
In addition to TIMELESS HIDEAWAYS, Management intends to apply their Hideaway concept to Resort properties via their TIMELESS RESORTS division. The Company plans to build its first resort, the “TIMELESS CHALET RESORT Wilder Kaiser” in Austria near the famous city of Kitzbuehel. The Company‘s CEO is the majority owner of an unaffiliated entity that has a contract to purchase a 38,000 sqm plot and a term sheet with one of the largest hotel chains in the world to operate the planned resort. If the Company raises a minimum of USD 1 million in the DSO, it expects that the management and development rights of the property will be transferred to the Company. “We are far along with the planning of our first resort. We intend to start marketing the resort as early as the end of 2020 if funds are available for its construction and development” Gössl says, providing an insight into further development.
TIMELESS YACHTS & TIMELESS SELECTION: Extension of the brand to other luxury sectors
Management also plans to extend the TIMELESS brand to other suitable sectors beyond real estate. As part of this process, if the Company raises a minimum of USD 1 million in the DSO, it expects the operation and management of TIMELESS YACHTS and TIMELESS SELECTION, which are currently operated (as a separate division) by a separate entity that is majority owned by our CEO, to be transferred to the Company. TIMELESS SELECTION provides high-quality spirits, wines and cigars under a licensing agreement with one supplier for guests of the Concept Properties and for online sales. TIMELESS YACHTS operates a yacht, called the Ocean Club, that was first presented at the international boat show in Düsseldorf in 2017 and is currently chartered out of Mallorca, Spain.
After the anticipated transfer, if Management is successful in developing the TIMELESS SELECTION portfolio, they plan to expand their offering to wholesalers and retailers in the future. Profits, if any, from the Hideaways and/or Resort will be used to fund these divisions.
“The result of our combined experience in project development, high-quality real estate and brand development, is a whole lifestyle experience under one single brand“, says Prof. Dr. Arnold Weissman, shareholder and member of the Executive Board of Timeless. “We believe that we have thus created a unique selling proposition with the potential to develop a sustainable competitive advantage and a strong luxury brand.“
Timeless Luxury Group AG is currently undertaking a private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder; the Company is concurrently conducting an offering to non-U.S. investors pursuant to Regulation S. Investors should consider the investment objectives, risks, and investment time horizon carefully before investing. The offering documents relating to each offering of security tokens by Timeless Luxury Group AG will contain this and other information about Timeless tokens and Timeless Luxury Group AG and should be read carefully before investing. Copies of the offering documents relating to each offering of Timeless tokens may be obtained, when available, by accessing BANQ®’s website at www.banq.co/listings/timeless. Timeless tokens are being offered and sold in reliance on the exemption from registration set forth in Section 506(c) under the Securities Act of 1933, as amended, or the “Securities Act”. In accordance therewith, you should be aware that (i) the security tokens may be sold only to “accredited investors,” which for natural persons are investors who meet certain minimum annual income or net worth thresholds; (ii) the security tokens will only be offered in reliance on an exemption from the registration requirements of the Securities Act and will not be required to comply with specific disclosure requirements that apply to registration under the Securities Act; (iii) the Securities and Exchange Commission will not pass upon the merits of or give its approval to the security tokens, the terms of the offering, or the accuracy or completeness of any offering materials; and (iv) the security tokens will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their security tokens; investing in security tokens involves risk, and investors should be able to bear the loss of their entire investment. This release may include “forward-looking statements” with the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934 and are intended to be covered by the safe harbor provisions for forward looking statements. This information is supplied from sources we believe to be reliable, but we cannot guarantee the accuracy of such information. Although we believe our expectations expressed in such forward-looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the anticipated results. This summary is not an offer to sell, or the solicitation of an offer to purchase, Timeless tokens in any jurisdiction where such offer or sale would be prohibited. The security tokens offered hereby are highly speculative and involve a high degree of risk. If the Company does not receive the maximum amount of USD 100 million in the referenced offering, they will most likely be unable to fully carry out their plans to develop 41 new hideaway properties and one resort property. In addition, if they do not receive at least USD 33 million and are unable to secure bank financing for development and construction costs associated with the first 15 planned properties, then they would also be unable to develop their business plans. As such, the Timeless tokens offered are highly speculative and involve a high degree of risk. Investors should only purchase these security tokens if they can afford to lose their entire investment.
1 Outlook for Vacation Rental Tourism 2018, German Vacation Rental Association e.V. (DFW), Berlin; 3rd Edition, May 2018
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PUB: 04/03/2019 10:11 AM/DISC: 04/03/2019 10:11 AM