Investment Opportunity

SHARE OFFERING

Type of Security: Ordinary shares

• Offering Size: 75,000 shares @  €4.00 per share
• Minimum Investment: €500
• Voting rights: one share equals one vote. Shareholders can vote in person at the company’s annual general meeting (AGM) or by proxy.
• Company Dividend Policy: The company aims to provide consistent and sustainable returns to its shareholders while maintaining adequate reserves for future growth and financial stability. The company targets a dividend payout ratio of 30-50% of net profits after tax, subject to business prospects, financial performance, and capital requirements. Dividends will be declared and paid on an annual basis, with interim dividends considered based on mid-year financial performance.

LIQUIDATION POLICY:

• Priority of Claims: Creditors are paid first, including secured and unsecured debts.
• Preferred Shareholders: They receive payments before common shareholders, based on their preferential rights.
• Common Shareholders: They receive the remaining assets after all other claims are settled, distributed proportionally to their holdings.
• Legal Compliance: The process follows legal and regulatory requirements, ensuring fair and transparent distribution. Shareholders are formally notified about the liquidation and distribution timelines.

RISK FACTORS:

• Market competition and demand fluctuations: Mental health issues are projected to rise significantly by 2030, with major depression potentially becoming the leading cause of disease worldwide. The global mental health market is expected to reach approximately $537.97 billion by 2030, driven by increased prevalence and awareness combined with technological advancements in diagnosis. Innovations like AI-driven tools, like those to be used at Ellen’s Park, are anticipated to enhance diagnosis and treatment, with specialist residential healthcare becoming more widely used.
• Operational risks and scalability: Our business model of building and selling greatly reduces the risk of overreaching. Whilst we will manage under licence the hospitality and wellness aspects of each wellness “resort”, we are not the owners or the operator.
• Regulatory and legal compliance: We are not property developers; we are the “customer”. Regulatory compliance for the construction is the responsibility of third parties, like the architect, engineers and contractors. Our hotel management company, operating under a licence, is legally responsible for ensuring compliance with local regulations, including health, safety, and employment laws. Our lawyers and the General Manager appointed by us will assist in ensuring full compliance.

GOVERNANCE AND MANAGEMENT TEAM:

• Bios of key executives and board members: A full bio of the Founder is available on request. In brief, his career spans 5 decades and fits into three industry classifications: technology, real estate and wellness. He has lived and worked in numerous locations, including the US/Caribbean, France, Malta, Spain, the Isle of Man and the UK.
• The key executives and the board will be appointed upon the formation of the French company, but it is likely to include several of the highly experienced professionals who have helped develop and refine this project over several years.
• Company’s governance structure and decision-making processes: The group separates according to the specific needs of each company.
• Revive (Cublac) Ltd, as the parent company and Ellen’s Park SAS will utilise the structure below. Ellen's Group Ltd is being managed at the director/board level.
• Strategic Decisions: Made by the board, focusing on long-term goals. These decisions operate across the various companies in the group.
• Company Level Operational Decisions: Operating within the framework established by the Board of Directors, the executive management is responsible for day-to-day activities. These decisions are supported by numerous professional advisors, many of whom the founder has had a long-standing relationship with.
• Delegation of Authority: Established business protocols on who can make specific decisions, ensuring efficiency and accountability. This structure promotes transparency, accountability, and compliance with legal and ethical standards.

 LEGAL and REGULATORY INFORMATION:

• Revive (Cublac) Ltd is registered and operates under The Companies Act (Chapter 386), which is the primary legislation governing the formation, registration, and operation of companies in Malta. It regulates various types of companies, including limited liability companies and partnerships. 
• Formation and Registration: The Act outlines the procedures for incorporating companies, including necessary documentation and registration with the Malta Business Registry. It covers different company structures such as Limited Liability Companies, Partnerships and Overseas Companies.
• Corporate Governance: The Act specifies the duties and responsibilities of directors, including their obligations during insolvency.
• The Malta Financial Services Authority (MFSA): Established in 2002, is Malta's primary financial regulator overseeing sectors like banking, investment, insurance, and pensions. As such, Ellen’s Group (Malta) Ltd operates outside of this organisation's remit. 
  Our accountants and legal advisors are registered with the MFSA and will ensure our compliance with the regulations, as appropriate.
• Legal disclaimers on investment risks and forward-looking statements: 
  Investment Risks Disclaimer: Investments are subject to market risks, including possible loss of principal. Past performance is not indicative of future results. Before making any investment decisions, please consider your financial situation, risk tolerance.
• Forward-Looking Statements Disclaimer: This document contains forward-looking statements that reflect current expectations about future events and financial performance. These statements involve risks, uncertainties, and assumptions that are difficult to predict. Actual results may differ materially from those projected due to various factors beyond our control. We undertake no obligation to update any forward-looking statements.