EUROVEGAS CITY
INFORMATION
EuroVegas City is an ambitious real estate and technology mega project, which aims to build a modern city focused on entertainment, luxury resorts, casinos and a digital economy powered by blockchain. The project is managed by EuroVegas City Group PLC, headquartered in Cyprus. As it is a very financially expensive and technologically demanding project, the financing of this project is divided into dozens of different development stages, in which dozens of private financial groups and several real estate funds participate financially.
We offer private investors to participate in the financing of the EuroVegas City project and thus enable private investors to become part of this project. Investors can invest in the EuroVegas City project by directly purchasing shares, which can also be purchased through cryptocurrencies. Investors will therefore become co-owners (shareholders) of EuroVegas City Group PLC (Cyprus), i.e. co-owners of the EuroVegas City complex with all property and commercial rights, i.e. a share in the profit generated by this complex.
1. PROJECT FINANCING:
As this is an exceptionally large real estate project, financing is carried out in several stages, involving private investors, real estate funds and smaller private investors.
1 PHASE – PURCHASE OF LAND
The first stage is to secure financing for the purchase of land for the construction of the EuroVegas City complex of 6 – 10 km2.
The first stage of financing is carried out through a private offering of shares of EuroVegas City Group PLC (Cyprus) in the amount of up to EUR 5 million.
This offering is carried out on the basis of an exemption from the prospectus requirement pursuant to Article 3(2) of EU Regulation 2017/1129 – i.e. up to EUR 5–8 million within 12 months (depending on the limit of a specific EU member state) without the need for a prospectus.
In the second phase, a public offering of shares in the amount of EUR 20 million is planned, which will take place after approval by the regulator CySEC (Cyprus Securities and Exchange Commission).
2 PHASE – INFRASTRUCTURE AND CONSTRUCTION
After the completion of the first phase and the securing of land, the second phase will be launched – financing of the infrastructure and construction of the first resort. The financing will be divided into 42 stages, with a share issue for each stage. The shares will be available for purchase in EUR or via the USDC cryptocurrency.
The second phase will have the following phases:
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The first phase will be a public sale of shares in the amount of EUR 50-100 million for preparatory work and design activities.
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The second phase will be a public sale of shares in the amount of at least EUR 500 million for the construction of the first resort.
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The next phases will always follow in the amount for the construction of a specific next resort.
2. SHARES and INVESTOR RIGHTS
Shareholders (B shares) have the following rights:
1/ shareholders have the right to 80% of the company's assets (property) in total (in proportion to the number of shares held by the investor)
2/ shareholders have the right to 80% of the profit in total (in proportion to the number of shares held by the investor)
3/ shareholders do not have the right to manage the company and to serve on the board of directors of EuroVegas City Group PLC.
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The shares can be sold back to EuroVegas City Group PLC at any time, which has the right of first refusal.
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Before the land purchase, the investor can sell the shares back to EuroVegas City Group PLC at any time. The price of 1 share is 1 EUR.
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If the goals are not met – i.e. the purchase of lands – and the project is terminated for any reason, all shares will be repurchased and investors will be refunded their funds in the ratio of: 1 EUR per 1 Share.
SALE PRICE OF SHARE (B)
Purchase in EUR: 1 share = 1.12 EUR
Purchase in USDC: 1 share = 1.40 USDC
Minimum investment: 1000 shares
Distribution of capital obtained from the sale of 1 share:
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90% - for financing the purchase of land for the EuroVegas City complex
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10% - to the project development fund (financing all necessary activities for the development of the project, including all marketing and business activities, shareholder registration costs and Cyprus Commercial Court fees)
3. LEGAL AND REGULATORY INFORMATION:
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The sale of shares is carried out in accordance with the exception of Article 3(2) of Regulation (EU) 2017/1129 – no prospectus is required up to a limit of EUR 5 - 8 million (according to the limit of a specific member state) in 12 months.
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KYC and AML rules are applied in accordance with Cypriot legislation.
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Investors holding shares will be registered in the internal shareholder register and in the Cyprus Commercial Register.
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The process leading to obtaining permission for a public sale of shares above EUR 5 - 8 million from the regulator CySEC (Cyprus) will be initiated at a time when the private offering of shares is running and it is clear that the EUR 5 - 8 million limit from the sale of shares may be exceeded.
4. HOW TO INVEST:
An investor invests in the EuroVegas City project by purchasing shares of EuroVegas City Group PLC (Cyprus). The shares can be purchased in EUR or through the cryptocurrency USDC. Before purchasing shares, the investor must first be verified and approved. To register as a new investor, fill out this form - here
Once the investor is verified and approved based on applicable regulations, the investor will be sent instructions on how to purchase shares (type B) of EuroVegas Group PLC.
The investor will purchase shares and after paying the amount to the corporate account of EuroVegas Group PLC and signing the share purchase agreement and other necessary documents, the investor will be registered in the Commercial Register (Cyprus) as a shareholder.
Subsequently, the investor will receive a share certificate no later than within 30 days. Through this process, the investor becomes a shareholder of EuroVegas Group PLC (Cyprus) and has rights to the company's assets and the right to a share in the profits.
5. FAQ:
1. Who is the issuer of EVC shares or tokens?
The issuer of EVC shares and utility tokens is EuroVegas City Group PLC, a company registered in Cyprus. This company bears all rights and obligations associated with the issuance and management of shares or tokens and the payment of shares.
2. Are EuroVegas Coin (EVL) tokens security tokens?
No. These tokens are utility tokens. They have no rights or convertibility into shares of EuroVegas City Group PLC and do not participate in the profits of this company.
EVC is a token created for the purposes of an alternative digital currency for the EuroVegas City complex.
3. What is the legal framework of the project?
The project uses the exemption under Article 3(2) of Regulation (EU) 2017/1129, which allows for the offering of securities between EUR 5 million and EUR 8 million (depending on the limit of the specific EU member state) within 12 months without a prospectus. This exemption is fully legal and is used for the initial stages of the project.
4. Does the issuer plan to obtain a full public offering license?
Yes. If the initial share sale is deemed successful (raising a minimum of 50% of the land purchase capital), EuroVegas City Group PLC plans to apply to the Cyprus Securities and Exchange Commission (CySEC) for a public offering license. This will allow for an unlimited sale of shares beyond the EUR 5-8 million exemption.
5. Why was the company established in Cyprus?
Cyprus offers legal certainty within the EU, fast incorporation, low regulatory burden, and is attractive to international investors.
6. How is the investor protected?
The investor is protected by shareholder rights. After purchasing Class B shares, he is entitled to a share in the assets and profits of EuroVegas City Group PLC. The maintenance of the shareholder register is officially secured and legally enforceable.
7. Do I have to prove my identity when buying shares?
Yes, standard AML/KYC procedures apply. Investors must verify their identity and source of funds.
8. What rights do Class B shareholders have?
Class B shareholders have:
– right to receive profits,
– right to a share in company assets,
– right to transfer (under conditions),
– no voting rights.
9. What does Class A share mean?
Class A shares (held by investors who stand at the beginning of the project and manage and organize the entire activity) have a permanent right to 20% of the company's profits and assets, regardless of the number of B shares issued. These shareholders also have full control and management of the company.
10. Why is there a difference in price when buying shares when I pay for shares in EUR or USDC?
If an investor buys shares using cryptocurrencies, there are costs associated with this method of buying shares. The difference is caused by conversion and transaction fees at the financial partner who provides us with the conversion of the USDC cryptocurrency to EUR and the subsequent bank transfer to the bank account of EuroVegas City Group PLC.
11. I buy shares in EUR, when I sell them back the price per share is lower, why?
The share price when paid in EUR is: 1 share = 1.12 EUR. The project distributes the capital from the sale of shares as follows:
90% - purchase of land
10% - project development fund
The project must initially finance various business and marketing activities leading to the goal, i.e. to obtain capital for the purchase of land = a larger number of investors. All these activities must be financed from something. Therefore, 10% goes to the development fund to finance necessary activities. If the project is stopped for any reason, the shares will be bought back from investors in the ratio: 1 share for 1 EUR.
12. When will I receive the shares?
If you are approved as an investor, a share purchase agreement and other necessary documents will be signed. You will purchase shares (in EUR or via USDC cryptocurrency), then you will be registered as a shareholder and shares will be issued and delivered to you. The entire process will be processed within 30 days.
13. Am I entitled to a physical share?
Yes. First, you will be sent a digital certificate in PDF format. Later, we will physically send you the original share certificate.
14. Do I pay tax when converting tokens into shares?
Usually not. Taxes only arise when the profit is paid out or the shares are transferred.
15. Can I invest as a company?
Yes, investment by legal entities is possible.
16. I want to buy shares using a cryptocurrency other than USDC, is that possible?
At this time, we only accept USDC.
17. What profit can I expect?
The investor (shareholder) is entitled to a share in the net profit generated from the operation of EuroVegas City (resorts, casinos, all services) according to the shareholding or a share in the assets of EuroVegas City Group PLC according to the shareholding.
18. What is the conversion ratio of 1 share when buying with USDC?
1 Share = 1.40 USDC = 1 Share worth 1 EUR
19. If I buy shares with USDC and want to sell the shares back, will I get back the USDC?
No. When buying back shares, the investor will be sent an amount in EUR to their bank account. The resale of shares is not in USDC cryptocurrency.
20. What is the redemption price of the shares?
If the EuroVegas City project is not implemented or is terminated for any reason and in a situation where no land has been purchased - EuroVegas City Group PLC will automatically start the redemption of all shares (type B) from all investors in the ratio:
1 Share = 1 EUR
If land has been purchased or partial construction has been started or the entire project has been completed, i.e. the construction of all resorts and infrastructure, then the redemption price of the shares depends on the price of the company's assets or the company's profitability. EuroVegas City Group PLC has the pre-emptive right to purchase the shares.
21. Is a share buyback legally binding?
Yes, the terms of the share buyback are enshrined in the contract and legally enforceable.
22. Can I sell the shares to another investor?
Yes. EuroVegas City Group PLC has the pre-emptive right, if the company does not exercise the pre-emptive right, then the shareholder can sell the shares to another investor.
In the event of termination of the project, the shares will be automatically redeemed according to the information above.
23. What share issues will be issued?
1 Stage - financing of land purchase (2 issues)
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1st issue of EUR 5 million (exception from the prospectus)
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2st issue of EUR 20 - 50 million (after obtaining permission for public offering from the regulator CySEC)
2 Stage - financing of construction of all resorts (42 issues)
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1st issue for preparation of construction project
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2st issue for preparatory construction works for land development and related activities
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40 issues - each issue for construction of 1 resort
24. Can I buy shares and EVC tokens at the same time?
Yes, you can own shares in the company and also hold EVC tokens.
25. How many Class B shares will be issued?
The total number will correspond to the volume of capital raised. More issues are planned as funding needs arise.
26. When will the second phase, i.e. the sale of shares for the construction of the EuroVegas City complex, begin?
Following the successful completion of the first phase - i.e. when the financing for the purchase of the land, which will be purchased and owned by EuroVegas City Group PLC, is completed - the preparatory stages for the construction of the EuroVegas City complex will follow. New share issues will be issued to secure the first preparatory works and the construction of the first resorts.
27. What is the meaning of the EVC token?
EuroVegas Coin (EVC) is a utility token that was created to create an alternative digital currency for payments for services and products throughout EuroVegas City. This token is not associated with shareholder rights, cannot be converted into company shares, and has no ownership rights in EuroVegas City. Learn more about the EVC token here.