BUX

Key Information

Reflected Investment

Please note, 15.6M EUR of the investment reflected in this campaign was received by the Company in the 6 months prior to the launch of the investment round on Seedrs and the Company has started putting this to use.

Advanced Subscription Agreement Key Terms

This investment round is being raised by way of a convertible equity investment structure, in this case an "advanced subscription agreement" (the “ASA”).

The key terms that apply to the Company’s ASA are set out below. See also attached Key Terms document for further details.

This convertible differs in a few key ways from Seedrs standard convertible instrument, so please read carefully.
Conversion
Conversion is triggered by ("Trigger Events"):

- An Equity Fundraise – defined as the Company raising bona fide equity investment of at least 40,000,000 EUR from one transaction or a series of transactions, in exchange for the company issuing equity shares;

- A Change of Control of the company (transfer which would result in a transferee holding more than 50% of the share capital); or

- An IPO – being a listing of the company’s shares on a recognised stock market or secondary market.

- The Maturity Date being passed (being 2 years from the date the ASA is entered into), where none of the other Trigger Events occur beforehand.

(2) Conversion share price
On the occurrence of an Equity Fundraise or IPO, your investment will convert at the lower of:

- A 20% discount to the valuation set by a Trigger Event; and

- A valuation cap of 500,000,000 EUR. Please note, the discount will also apply to the Valuation cap.

On the occurrence of a Change of Control, your investment will convert at:

- the lowest price per share offered by the purchaser, less the discount;

- where no price can be determined, Fair Market Value less the Discount; or

- where lower than the above, the Valuation Cap less the discount.
On the passing of the Maturity Date, your investment will convert at the share price of Bux’s previous priced round, being EU 24,89.


Maturity Date

Please note that only Seedrs’ ASA will benefit from a Maturity Date, the other investors in this round will not have a Maturity Date and will convert only at the occurrence of one of the other Trigger Events.

This is because some of the Bux’s investors have a cap on the percentage holding they can have in the company. Converting at a longstop date could mean they exceed this cap. This means that if the Seedrs ASA converts at the Maturity Date, it is possible that the other investors’ ASA could convert at a different and potentially lower share price.

In order to offer additional protection to Seedrs investors, the company has agreed that if these direct investors’ ASAs convert within 6 months of Seedrs investors’ ASA at a lower share price, Seedrs investors will receive bonus shares such that they retrospectively benefit from the same share price. Should the direct investment convert at a lower share price than Seedrs investors after the 6 month period lapses, Seedrs investors will not receive bonus shares.