Promotional communication

Prospectus

Supplement 1

The attention of investors is drawn to the following points :

• This Offer is exclusively intended for legal entities that may benefit from the tax exemption regime for taxable profits granted by Articles 194ter, 194ter/1 and 194 ter/3 of the Income Tax Code 1992 (hereinafter referred to as the CIR 1992) ;
• The proposed investment is primarily targeted at corporate entities subject in Belgium to corporation tax or non-resident tax (companies) at the ordinary tax rate (for a rate of 25% applicable in 2025, the potential gain amounts to 13.44%). Should the legal entity concerned be taxed at a different rate, particularly the rate of 20% applicable to small companies for the first € 100 000 of the taxable base, the investor's return will be negative, including the non-guaranteed financial return (-7.61%) ;
• Moreover, potential gains also vary according to the date and duration of the investment. The potential gain is calculated on the assumption that (i) a payment is made before 1 July 2025 and will have to be recalculated if the payment is made after this date based on the Euribor rate applicable thereafter and (ii) the term of the investment is 18 months, with a lower gain if the term is less than 18 months ;
• The proposed investment entails certain risks, notably the risk of the investor not obtaining the Tax Break, which is the leading risk, with the primary consequence of total or partial loss of the amount invested, should the guarantee mechanisms prove inoperative ;
• Circles Group tax insurance refused to confirm at the date of the published prospectus that it will cover the claims following the non-issuance of certificates for Night at the Opera and Best of Musicals, as described in section 2.1.1 of the Prospectus. Shelter Prod served Circles Group with a writ of summons on 27 March 2023, seeking a court ruling on the Night at the Opera dispute. The proceedings are ongoing. A similar writ may be issued against Best of Musicals. This materialises the risk of non-intervention by the insurer, as described in section 2.1.2 of the Prospectus. The risk of non-coverage relates to an amount of € 1 849 244 in compensation for the loss of tax benefits on Night at the Opera and Best of Musicals. Shelter Prod has decided, for commercial reasons, to advance these indemnities to the investors in these projects, thereby subrogating itself to their rights, without waiting for the outcome of the discussions and procedures in progress ;
• The proportion between the Tax Shelter funds raised pending certification as of 6 May 2024 and the Offeror's own funds as of 31/12/2023 is 48.03. This means that the Offeror's own funds cover 2.08% of the amounts raised, which the Tax Shelter Unit has not yet verified. This includes the full assumption of potential indemnities on Night at the Opera and Best of Musicals ;
• The investment is a payment of funds with no repayment at term. The investment does not constitute a shareholding in the capital of the Offeror or of Shelter Prod but rather an obligation to transfer a certain amount to obtain a Tax Shelter Certificate linked to an eligible work which, under certain conditions, entitles the Offeror to a Tax Break. In return for the investment, the Offeror will agree to pay a Financial Return (not assured or guaranteed but subject to a contractual commitment) and comply with its obligations described in the prospectus to enable the investor to obtain the Tax Shelter Certificate and associated tax benefit;
• Investors are requested to read the Prospectus before making an investment decision to take note of the potential risks and benefits associated with the decision to invest by subscribing to Taxshelter.be ;
• The approval of this Prospectus should not be considered as a favourable opinion on the investment instruments offered.