Terms and Conditions

NRGY Token Sales

Last phase of the ICO for NRGY Tokens to be sold into the secondary markets and through private placement only available until the launch & release of www.Mercium.org & www.MerciumMERX.io when NRGY Tokens will end sales to the secondary markets.

Structure, Loan, Conversion & Platform Description
Structure:
Incorporation Status Screems Holding BV
Founded December 2016
Location Assen, Province Drenthe, The Netherlands (“NL”)
NRGY Token Structured as: Subordinated senior debt loan, conversion option
Issuing entity Screems Holding BV
Jurisdiction of Issuance The NL.
Loan:
Loan Total Principal in EUR (““) 20,000,000.00€
Loan minimum amount per tranche 100,000.00€
Loan minimum amount in cryptocurrency 1 BTC, 13 ETH, = to >10,000.00€
Term of Loan Three (3) years to maturity
Interest 10% p.a. accrued to maturity of the Principal
Payment Type – FIAT € currency accepted Maximum to 2,500,000.00€ only
Balance of Payment by cryptocurrencies ETH & BTC Equivalent to 17,500,000.00€ only
Loan recognised per NRGY Token debt 20.00€ nominal value per NRGY Token
Loan Convertible Option:
Conversion option Sole election of the Lenders on the Trigger date
Conversion option Trigger @ LSE AIM IPO* Screems Holding BV M&A** by IPO SPV***
Platform for Token Generation (ICO):
Token name NRGY Token
Original Allocation as @ 17th October 2017 3,000,000 NRGY Tokens
Already allocated in the ICO to date 2,000,000 NRGY Tokens by private placement
Maximum available in this Sale 1,000,000 NRGY Tokens
Available allocation for Private Placement Maximum to 2,500,000.00 EUR only
Available allocation for secondary markets Maximum to 17,500,000.00 EUR only
Fixed Price on current SMART Contract 20.00€ nominal value per NRGY Token
≈ ETH equivalent @ 20€ NRGY Token  Set when SMART Contract was deployed
Planned Initial Public Offer* (“IPO”) (Q4 2018):
Stock Exchange London Stock Exchange (“LSE“)
Stock Market Alternative Investment Market (“AIM“)
Listing mechanism of EU entity on the LSE Mergers & Acquisitions (“M&A“)**
Screems Energy Holding plc IPO Special Purpose Vehicle (“SPV“)***

NRGY Token convertible option

At the sole election of the Token Holder, each NRGY Token can be converted at the upcoming LSE AIM IPO into publicly listed stock in Screems Energy Holding plc, the IPO SPV, on the basis of one (1) NRGY Token for one (1) listed public share at the IPO launch strike price. A Convertible Loan Certificate represents each NRGY Token, to wit:

 

Convertible Loan Certificate

This Certificate is subordinated debt of Screems Holding BV, that unconditionally promises to pay the Certificate Holder (also known as the NRGY Token Holder) the value of principal and accrued interest on maturity, unless converted solely at the NRGY Token Holder’s option.

 

The conversion option to company shares is in the NRGY Token Holder’s favour, and if the principal and the accrued interest to date of the loan is converted, the Borrower will unconditionally issue that number of shares as stated in the below Convertible Loan Terms:

CONVERTIBLE LOAN TERMS
Screems Holding BV Borrower Certificate Issuer
NRGY Token Holder Lender Certificate Holder
Principal Loan Amount 20.00€ Per NRGY Token
Accruing interest for the Term of the loan 10% Per annum (“p.a.”)
Date Loan starts On clearance of loan By Bank or e-wallet
Term of Loan 36 Months
Maturity date of Principal Loan Amount ≈ 2nd quarter 2021 Due and payable
CONVERSION OPTION
Convertible Option to shares in IPO SPV One (1) NRGY Token = One (1) IPO Shares
Conversion at the sole option of the Lender @ LSE AIM IPO
IPO SPV is Newco “Screems Energy Holding plc LSE AIM Target Stock Market
Total Shares to be outstanding in SPV @ IPO >11’568’458 B/f Secondary Offer
Total shares convertible @ IPO for NRGY Tokens 3,000,000 In Public issued Stock
Preliminary NPV launch IPO strike share price, >£46.23 = to >50.89€ / share
Target IPO launch date – TBA by LSE AIM Board ASAP in 2018 Est. 4th quarter year

At the IPO

The Prospectus that will be issued prior to the IPO launch day will confirm the M&A of the Dutch issuer, Screems Holding BV and the entire Screems Project in total, acquired by the IPO SPV, Screems Energy Holding plc.

 

Under the LSE rules to be admitted to the stock exchange’s AIM board; listed corporations must be UK registered firms, hence the reason for the SPV to acquire the Dutch entities prior to the IPO.

Screems Holding BV is preparing an IPO and listing on the LSE AIM Board.

Such a listing is planned to be in the last quarter of 2018. For that purpose, an English Special Purpose Vehicle (“SPV“), a Publicly Listed Company (“PLC“) will be incorporated to comply with listing rules of the LSE, see Addendum 1: Fig. 40: of the Whitepaper.

 

 

The Terms & Conditions to this last phase of the ICO:

Time to Issuance: NRGY Tokens are issued immediately, at the Lender’s choice, to either:

  • The Lender’s Ether Wallet where the Lender holds the private key.
  • Or, held in Trust by Screems Holding BV’s CFO/Treasurer, a Swiss Qualified Accountant. See Team information.

 

The numbers of NRGY Tokens are capped; from the strict limit of Three Million (3’000’000) NRGY Tokens originally allocated, only One Million (1’000’000) are available in this last ICO phase (the maximum amount raised does depend on the additional bonus NRGY Tokens issued in the first few weeks of the offering, this was automatically allocated in the smart contract settings).

Net proceeds, the Use Of Funds (“UOF“), from the NRGY Token sale will be used according to this WIM, see Fig. 37: UOF Statement pre-IPO.

Gas (see endnote in the Whitepaper for the definition) limit is to be born by the sender/contributor/lender.

 

Screems Holding BV, guarantee that the presented Minimum Viable Product (“MVP“) is fully owned and/or developed by Screems Group, to be clear:

 

  • The Devices, Products & Business Plans are described in HEAD NOTE – The Screems Project concisely, and in the next section 4. PRODUCT SNAPSHOT:
  • The implementation of the first Devices for the NES Project is adequately described in Addendum 7:

 

No Bonuses – replaced by accruing interest on the loan: On a comparison with the original Terms and Conditions, whereby Bounty and Bonus NRGY Tokens were offered and accrued to those already allocated, there are no Bonus NRGY Tokens in this last phase of the ICO.

Instead Lender’s are afforded 10% accruing interest, which is added to the loan amount that can be converted with the Principal amount at the Lender’s sole election, paid out upon loan maturity with the Principal in full.

 

 

SALES EMBARGO:

The US, North Korea and a number of other jurisdictions are off-limits and entities living/residing/citizens thereof, are not eligible to buy NRGY Tokens. It is important for all potential Lender’s to read and digest the notice to this effect in Addendum 10:

COMPULSORY READING!

WARNING FOR ALL POTENTIAL LENDERS: This Light Paper and the WIM are not documents that seek investment or subscription to shares that will be made available in the upcoming LSE AIM IPO. It is also within the realms of possibilities that Screems Holding BV may fail completely to attain any results estimated in the WIM and all current and potential Lenders, investors and Subscribers might suffer a total investment loss given those odds. Nothing can be guaranteed as certain in achieving the WIM and nothing can be relied upon until the Prospectus for the IPO is released and made public and then, only that document can be relied upon to the extend it declares responsibilities. If a Potential Lender decides to lend and hold NRGY Tokens, it is deemed they have thoroughly read and fully understand this warning and the in-depth and full statement of the SAFE HARBOUR CONVENTIONS in the WIM, see Addendum 10: