Information Memorandum - January 2020 - Crowdsphere
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Important Information The content of this pitch by PARKERS Beverage Company Limited (“PARKERS” or the "Company") and the documents, comments and information contained within it (together the "Pitch") have been prepared by the Company. The Pitch is approved as a financial promotion, and communicated, by Crowdsphere Limited trading as Crowdsphere ("Crowdsphere") in accordance with part 6 of the Financial Markets Conduct Act 2013 ("the Act"). Crowdsphere is registered in New Zealand under company number 5021681, is licenced and regulated by the Financial Markets Authority. Its Financial Service Provider number is FSP360186. The Pitch is communicated by Crowdsphere to its registered members on the basis of such recipients' status as informed and intelligent members of Crowdsphere who understand the implications of equity investments in private companies. In context, the Pitch complies with regulatory requirements, but potential investors are encouraged to "cross examine" the Company by interactive due diligence and use of the available online forums to bring the "wisdom of the crowd" to bear. In approving this Pitch, Crowdsphere has concluded that the Pitch, taken as a whole in the context of the above, is fair, clear and not misleading. Crowdsphere has reviewed any factual statements included within the Pitch and obtained evidence of their accuracy from the Company. However you should note that the evidence is obtained from the Company and has not been audited by Crowdsphere, which means that it may contain inaccuracies, be incomplete or be a forgery. Crowdsphere has checked that aspirational statements contained within the Pitch are phrased appropriately in light of their speculative nature. However, the Company may have high ambitions which may be unachievable and exaggerated. You should note that we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised and we encourage investors to consider the information provided in the context it is being provided. IMPORTANT - PLEASE READ CAREFULLY Recipients of any Pitch are strictly limited to persons who are registered members of Crowdsphere. Any person who does not qualify must not view the Pitch, must return the Pitch documents to the Company immediately and should not read or act upon any of the information contained within it. The Pitch does not constitute an offer of or an invitation to subscribe for securities to the public that would otherwise be required to comply with the Act. No public offer in any jurisdiction is being made by the Pitch. The Pitch is primarily intended for release in the New Zealand and does not constitute an offer, or the solicitation of an offer, in relation to shares in any jurisdiction in which such offer or solicitation is unlawful. Please refer to page 26 for further disclosures and important notices. Private and Confidential 2
Business Overview JŌURNEY WITH PARKERS PARKERS Beverage Company is a vertically integrated beverage sales and manufacturing company specialising in environmentally friendly innovative products. Private and Confidential 3
Contents Important Information 2 Business Overview 3 Introduction 5 Strategy/Vision 6 Company Snapshot 7 The Offer 8 Capital 9 The Market 10 Current Product Pipeline 12 New Product Development 18 Trademarks 19 Forecast Revenue 20 The Team 21 Financial Overview 23 Risks 25 Private and Confidential Private and Confidential 4
Introduction PARKERS began as Aquifer HB Limited four years ago with some pilot bottling gear and a vision to take New Zealand’s water to the world. Today PARKERS owns, produces and operates a stable of renowned FMCG brands. Based in Hawkes Bay, PARKERS original objective was to draw water from its on site Artesian well before distributing this domestically and abroad. A focus on exports in 2017 and 2018 saw new supply channels developed for its artesian water in Australia, China, Singapore and most recently the UAE. With the core business successfully established a decision was made to diversify PARKERS product suite. Through a combination of in-house development and strategic acquisition, PARKERS has built a portfolio of environmentally better products that includes a craft beer range, wine, coffee, tea products, freeze- dried coffee, coconut water and award-winning authentic Hawkes Bay apple juice. Attracting key sales talent and developing eco-friendly packaging have been two recent successes stories for PARKERS. To maintain the current growth trajectory and consolidate existing business practices, PARKERS seeks investment of $1.285m. The capital raised from this offer will be used to fund expansion and acquire other products and/or entities. PARKERS plans to apply for a listing on the Unlisted Securities Exchange (USX). Once approved it is expected that PARKERS will list within 6 months of the successful closing of this Offer. Private and Confidential 5
Strategy/Vision PARKERS strategy is to maximise the potential of existing market distribution High Growth Opportunities channels. Apple Juice PARKERS intends to achieve this through investment in its manufacturing line and in growing the sales team. - PARKERS has identified opportunities in the UAE that could lift current baseline revenue by up to $4.8 million across its water and apple juice The long-term vision will see PARKERS increase its portfolio by extending categories. ranges, creating new products and making new acquisitions in the FMCG - Export Markets Other – potential for $22 million in sales across space. Widening market channels and new SKUs will grow top line sales Malaysia/Taiwan and Australia. and gross profit whilst adding nominal costs to the business. - No competitors domestically for premium glass bottled apple juice. - End to end manufacturing capabilities allowing for economies of scale PARKERS has a strong company structure (high capitalisation with zero and large-scale production. current debt). Collagen Water With time and energy PARKERS will continue to look to grow export markets through the sale of its unique products. An experienced team - New functional beverage with no domestic competitors. and close strategic location to the Napier Port means PARKERS is well - A successful pilot in October has PARKERS estimating upside sales targets positioned to capitalise on these export opportunities. of $800k in year 1. - Export opportunities identified for Collagen Water could exceed PARKERS key objective is to be a $10m revenue business within 3 years $10million. and a $20m business with 5 years. Private and Confidential 6
Company Snapshot 2014 New Zealand Customers Ō PURE Artesian Water is Launched from source in Hawkes Bay, New Zealand. FY20 Projected Revenue Traction in offshore markets Exports > $1m+ $2.2m Growing to $4.2m+ in FY21 Private and Confidential 7
The Offer KEY TERMS: OTHER IMPORTANT INFORMATION If the minimum investment target is not reached the campaign will not THE SHARE OFFER OPENS draw on any investment commitments made. 17 January 2020 https://crowdsphere.co.nz/ PARKERS has applied for a listing on the Unlisted Securities Exchange (USX). Once approved it is expected that PARKERS will list within 6 months of the closing of this Offer. THE SHARE OFFER CLOSES For more information about the USX please visit www.usx.co.nz 14 February 2020 or when fully subscribed MINIMUM INVESTMENT TARGET $500,000 (9.10%) MAXIMUM INVESTMENT TARGET $1,285m (20.46%) PRICE PER SHARE $3.20 per share Pre-money valuation $4.99m MINIMUM INVESTMENT AMOUNT Minimum per investor: $3,200 (1,000 ordinary shares) There is no maximum investment per investor Private and Confidential 8
Capital Requirements PARKERS recognises that to execute its business plan and continue growing sustainably, new capital is required. PARKERS is seeking additional shareholders to join in its future success and assist its current co-founders in maximising the businesses potential leading into listing. Use of Funds (NZ$) Juice plant CAPEX $210,000 Working capital $650,000 Additional sales staff $425,000 Total $1,285,000 Expand Range & Scale Team PARKERS existing product pipeline, specifically the Apple Juice plant, requires immediate investment to meet increasing demand. Packaging & design will be needed for additional SKU’s. This capital raise will also help support PARKERS sales function as growth is realised in new and developing markets. Debt Funding PARKERS is also exploring debt raising options to supplement the capital raise from the offer. Private and Confidential 9
The Market Growing Demand for Functional Beverages • Functional Beverages, which belong to the non-alcoholic beverage category, are beverages which offer additional health and other functional benefits. • Increasing demand for functional beverages is driven by health and wellness trends. • Available at affordable prices and offering a better hydration experience functional beverages have many health benefits including improved sleep quality, endurance and body-detox qualities. • There is growing consumer demand for functional beverages and its effect on human nutrition is increasing the demand of the market. PARKERS Eco-friendly Packaging • PARKERS has pioneered new eco-friendly packaging for its artesian water and Hawkes Bay apple juice products. Produced in either aluminium cans, glass or bag in box format this is a significant stand against single use plastic bottles. • PARKERS manufacture the Glass and Box in Bag formats from its Whakatu plant. Aluminium can production is completed by bStudios a local Hawkes Bay partner where PARKERS has a secondary production line. • Unlike single use plastics, cardboard, glass and aluminium cans are all 100% recyclable and re-purposed with existing New Zealand infrastructure. • Superior shelf life; PARKERS Water has a full 2-year shelf life from date of fill. After opening, bag in box juice can last for up to 3 months. • PARKERS packaging is best in class for efficient storage / stacking. Products are light weight, robust, easy to chill and easy to transport. Each bag in a box has its own tap, so is ready for use. • PARKERS product ABCD Vitamin Water is a range of functional water beverages containing added vitamins. The vitamin water is produced in recycled P.E.T. bottles created to be UV resistant. Private and Confidential 10
The Market PARKERS Ō Pure Water - Did you know? • The measure of a waters’ natural purity is its Total Dissolved Solids (TDS). • PARKERS pure New Zealand artesian water has a total TDS of 86 parts per million (ppm) which is amongst the lowest of any packaged water in the world. • Competing international waters are measured in the 1,000’s of ppm (less than 100 is extremely rare). • Consumer demand for quality drinking water is high due to the fear of disease from contaminated tap water. Global Market Growth & Distribution • The global bottled water market is growing at a CAGR of 6.1% for the forecast period (2019-2024). Asia/Pacific is the fastest growing of all global markets. • PARKERS is part of the high growth story in Asia with its first container shipped to Singapore in July 2019. Negotiations are currently on-going with Redmart, Singapore's leading online supermarket site. • New export markets have been established for Malaysia and the UAE with the latter's first shipment completed in October 2019. Growth in China is steady with containers last shipped in August 2019. Melbourne zoo has also recently signed a long-term contract for PARKERS canned water. • Single use plastics and their impact on the environment provides a significant opportunity in the bottled water market. PARKERS introduction of eco-friendly packaging across its product range means it is strategically placed to capitalise. Private and Confidential 11
Current Products PARKERS New Zealand Water is Artesian and comes The water flows through local river systems, from a pure confined aquifer in Hawkes Bay. The then starts making its way under ground via origin of the water is from snow melt in the Ruahine the world famous Gimblett gravels. and Kaweka mountain ranges. Impervious Layer Before final packing the water PARKERS New Zealand Water comes out of passes through micron filtration and the ground under its own pressure. There is also UV technology. It is only when not one pump taking the water into the a bottle or box of PARKERS is state-of-the-art bottling and bagging facility. opened that it has any human Impervious Layer contact. It is these gravels that further filter the water to its pure state. This entire process is estimated to take well over a millennium. Water in a confined aquifer is held under pressure and is free from light. Artesian water is regarded as the purest and safest purest and safest source of water. Private and Confidential 12
Current Products PARKERS New Zealand Juice is pure Once completed, the PARKERS 100% apple juice. There are no juice line will control the end to added ingredients, water or sugar. end manufacturing process Apples are sourced locally in the PARKERS Apple Crushing Plant (Washing Milling, Cold Pressing, pasteurizing) for the apple juice Hawkes Bay, New Zealand’s leading PARKERS are seeking $210,000 to fund the remainder products. Apple growing region. This is due to its fertile soils, high sunshine hours of its state-of-the-art juice crushing plant. PARKERS estimates it will take and an abundance of clean and 3years to reach full capacity as pure artesian water. production scales with the growth in sales. The pure quantity of apples available locally means production PARKERS New Zealand Juice has can always scale with demand. to date been selling in the eco friendly bag in box format. This SKU Apples are crushed and packaged currently has no competitors in in PARKERS fully integrated onsite New Zealand. warehouse & logistics facility in Whakatu. The benefits of bag in box packaging are many: This localised end to end manufacturing process is efficient - Increased stability & quality and allows for economies of scale. - After opening can last 3months. - Plastic bottles last for only 3-5days Once commissioned PARKERS juice - Concise storage in fridge / shelf line will: - Easy to handle - Produce 5,000kg per hour of raw - Attractive aesthetic apples / 3,000L juice per hour - Ease of use due to tap - Forecast full production - Environmentally friendly ~6,000,000L p.a. (9month season) - Cost effective - Bulk commodity packaging for 1000L to 24000L Tankers - Produce retail formats; Bag in Box and 750ml Glass Bottles Private and Confidential 13
Current Products Juice SKUs - Premium Glass Bottles Once operational PARKERS will be the first company in New Zealand to produce premium not from concentrate juice in glass bottles. The new crushing plant has the capacity to complete significant volumes and new SKUs will be added depending on the seasonal nature and availability of fresh fruit in the Hawkes Bay region. A key objective is for PARKERS to be its own biggest customer, meaning it commercialises all it crushes. PARKERS New Zealand juice is award winning with the 2L box in bag SKU winning best non-alcoholic beverage at the 2019 New Zealand Artisan awards. PARKERS currently produces three flavours; Apple, Apple & Pear and Apple & Peach. All juice varieties will be ready to be dispatched daily from PARKERS distribution warehouse in Whatkatu. Export consignments will leave Hawkes Bay via the Port of Napier. Private and Confidential
Current Products Deco City Beers Deco City is a homage to the city of Napier and PARKERS brewery partner. Napier was destroyed by an earthquake in 1931 and was then rebuilt in the world-famous Art Deco style. Deco City beers are brewed at bStudio in the former National Tobacco Building, one of the worlds most famous Art Deco buildings. PARKERS has signed a sponsorship deal with Central Districts cricket for the 2019/20 season. This deal ensures exclusive pouring rights at home games in Napier, Nelson, New Plymouth and Palmerston North and with up to six games to be televised. PARKERS is currently negotiating with Coles Australia to provide the Deco City Beer range. bStudio Aluminium Line PARKERS have recently installed a secondary aluminium can production line with local partner bStudios to meet demand. Deco City Beer and PARKERS artesian water are the two products currently produced in the aluminium can format. Private and Confidential 15
Current Products Brand Acquisition PARKERS has identified brand acquisition as a strategic way to grow. Targets can achieve this through individual brand sales or through providing new distribution channels to market for existing brands. Cocofuel In July 2019 PARKERS acquired Relax Limited which owns the Cocofuel and NJoy drink brands. Market demand for functional beverages has seen PARKERS drive cocofuel sales. Coconut water is rich in electrolytes especially potassium, magnesium and calcium. These mineral can help lower blood pressure, regulate blood sugar and weight loss, are nutrient rich and ultimately provide a greater hydration experience, On day one PARKERS was able to successfully integrate the sales of Cocofuel into its network without adding cost. This has been a success with top line sales of Cocofuel $80k in the first month and forecasting over $1m of top line sales in the next 12 months. PARKERS was able to increase margin on Cocofuel by using its business experience (renegotiating supply contracts in Thailand and finding cheaper logistics) as well as eliminating costs in NZ such as third-party warehousing, sales staff and marketing. Using this proven model PARKERS plans to make more strategic acquisitions in the future. PARKERS believes there will be many opportunities as many one man and brand businesses may struggle to survive the competitive climate. Cocofuel Forecast Sales 1,200 SALES ($K) 1,000 37% CAGR 800 600 400 200 - Private and Confidential 16 FY20 FY21
Current Products - Other 1835 Coffee It was way back in 1835 that Colombia exported its first coffee beans. Nearly 200 years on PARKERS honours this history. 1835 Coffee is imported directly from the Colombian National Federation of Coffee Growers (FNC). This Federation was founded 90 years ago as a business cooperative to promote Colombian coffee. 1835 Coffee is freeze dried Instant coffee uniquely made from: - 100% Arabica coffee beans - 100% sourced from Colombian grown beans (single origin) Pureplus PARKERS exclusively distributes Pure Plus My Aloe Drinks within New Zealand. Pure Plus has been producing beverages for almost 3 decades, specializing in premium healthy beverage and organic juices. Pure Plus have been producing Aloe Vera drinks for 20 years, and has launched more than 100 Aloe Vera drinks to the world, using the best Aloe Vera pulp and fruit to produce great tasting juices Attic Attic tea was developed by the Tea Research Institute of Kaihua County, located in Western Zhejiang, China, which is a stunning PARKERS New Zealand orders are delivered mountainous area, framed by lush green fields. the day following order via its nationwide PARKES imports and distributes its high-quality organic Chinese tea transport partnership with TOLL Transport. under the Attic brand. Private and Confidential 17
New Product Development • Glass bottles • Aluminium cans New packaging • Bag in a box • All Water and Apple Juice is now distributed in eco friendly New / repositioned packaging to differentiate from market product • Apple Juice in 10L bag for foodservice market New packaging • Apple Juice packaged as a commodity formats • Collagen Water developed for BP Petrol Stations. New • Prospect of flavoured waters for Ō PURE range Developments • Prospective coconut snack range • Prospect of Recyclable Tetra paks for Cocofuel and Fruit juice range • Premium Apple Juice in glass bottles for Foodstuffs by November 2019 New customers • Development of Asian markets, particularly Singapore, UAE and China New markets • Development of Australian market Private and Confidential 18
Trademarks/IP Mark Name Description Status Ō ō imagery; translated from NZ Registered Maori meaning provisions for a journey/food PARKERS Mark to include font and NZ Registered style to avoid people copying basic theme. Wahaha Name of largest beverage NZ Registered company in China. For use in future NZ products. PARKERS For use in relation to goods NZ Registered Beverage and services Company Kiwistar NZ Registered 1835 NZ Registered ABCD NZ Registered Deco City NZ Registered DeVine NZ Registered PARKERS NZ Registered Revel NZ Registered NZ/AUS Private and Confidential Cocofuel & nJoy Registered
Forecast Revenue Revenue $ Revenue $ Product Range Sizes FY20 FY21 SKUs & Key Assumptions Parker Water Glass 500ml 80k 214k New September 2019 1000ml PARKERS Water Cans 330ml 250k 400k New 2019, steady growth, big enquires PARKERS Water Bag in Box 10L 300k 321k No allowance for exports, steady product in NZ PARKERS Juice 2L 100k 1,356k Juice new in 2019, glass bottles start 10L Nov 2019. New crushing plant 750ml Glass operating in FY20. Bulk Commodity Ō PURE STILL & SPARKLING GLASS and PET 750ml Glass 400k 440k Steady market in NZ with SIPPER 500ml Bottle Countdown exclusive and smaller regular orders to China. New market Malaysia starting Dec 2019. No allowance for increased exports Cocofuel Coconut Water & Snacks 1000ml 750k $1,034k Growing quickly to be NZs number Snacks 1 Coconut water brand. Brand extension in FY21 to snacks Deco City Hawkes Bay Craft Beer 330ml 150k 300k Available in case, can or 6-pack 6 pack IPA / PILSNER / Pale Ale. More promotion and distribution, growing nicely Private and Confidential 20
Forecast Revenue Revenue $ Revenue $ Product Range Sizes FY20 FY21 SKUs & Key Assumptions Devine – NZ Wine 200ml 30k 35k Available in case or can as Sparkling Rosé and Brut. 6x4 cans Phasing out due to low demand at workable price point 1835 Single Origin Colombian Coffee 12x100gm 120k $18k Jar format Arabica Coffee Beans. Nationwide trial with Countdown starting Nov. 2019. (will be circa 700k revenue if that continues (Note this has been excluded from forecast). Attic – Pure Leaf Tea x500bags $60k Available by the case Black, Green, Jasmine, Eucommia ABCD Vitamin water 500ml 80k 130k Artesian Water containing added Vitamins with zero sugar and no added salt. Until now only sold at supermarkets, slowly rolling out to Oil and route Pure Plus – Aloe Range 240ml 130k $180k A full range of flavours in: 500ml Steady sales with good GP. PBC does not own this 1500ml brand. PBC owns the rights for NZ REVEL Rosé 500 20k 20k Still and Sparkling Rosé. Small batches only, made from 100% Hawkes Bay Syrah. Award winning wine (New World Wine Awards) Private and Confidential 21
The Team Founders & Board of Directors: Doug Speedy (CEO): 14 years experience primarily in soft commodity trading, BOARD OF DIRECTORS namely meat and produce. Doug Speedy (CEO) Campbell Johnstone Campbell Johnstone: Prior to PARKERS was a professional rugby player and now is Gerrard Walsh actively involved in sports management. Campbell offers Joe McAleese support to operations providing a driving influence in this side of the business. Gerard Walsh: A London based stock-broker with extensive knowledge in business development. Doug Speedy Chief Executive Joe McAleese: Officer History in owning and running Ford dealerships. Joe has a weekly presence at PARKERS. Key Personnel & Company composition: Gordon Slater Georgie De Salis Holly Speedy National Sales Manager Tom Heywood has recently joined Tom Heywood after 10years at Coca Cola. Prior to this Tom held roles with Operations Marketing Finance Sales Manager Lion and Red Bull. Three regional sales reps report directly into Manager Manager the sales manager from Auckland, Wellington and the Bay of Plenty. Operations Manager Gordon Slater has significant experience in wine bottling and is responsible for all factory staff. Marketing Manager Georgie De Salis has a wealth of marketing knowledge across multiple sectors and has a Sales Rep Sales Rep Sales Rep skillset in graphic design. Wellington Auckland Bay of Plenty Finance manager Holly Speedy is an experienced Xero user and is responsible for day-to-day financial management including stock control, debtors, creditors and cashflows. Private and Confidential 22
Financial Overview Summary Statement of Financial Performance As at 31 March FY18 FY19 FY20 FY21 Assumptions and Commentary NZD ('000s) Actual Actual Forecast Forecast PARKERS end to end manufacturing facilities are nearing completion. Sales 1,877 1,580 2,201 4,175 Cost of Sales 845 744 1,244 2,547 Year on year sales are expected to grow significantly (FY20 39%, FY21 90%) with Gross Profit 1,032 835 958 1,628 Gross Margin 55% 53% 44% 39% the increased production capability. Water, Apple Juice and the increasing distribution of Cocofuel are the product categories driving forecast revenue Other Income 70 68 (1) 0 Expenses 1,297 1,115 1,182 1,425 growth. 69% 71% 54% 34% EBITDA (291) (212) (225) 203 Cost of sales margins are expected to increase in the immediate term until Depreciation & Amortisation 67 54 61 73 economies of scale are realised. Operational expenses / Overheads remain EBIT (358) (265) (285) 130 EBIT Margin -19% -17% -13% 3% stable over the forecast period with a net profit expected for PARKERS in 2021. Interest Expense 89 123 42 - Tax - - - - Net Profit after Tax (447) (388) (327) 130 Summary Statement of Financial Position Total Net Assets PARKERS is well capitalised and currently has no long-term debt. Net Working Capital 105 (102) 1,088 1,253 Total Non-Current assets 3,425 3,385 767 694 Capital expenditure of $210,000 for the apple crushing plant and new capital from this capital raise are included in forecast amounts. Total Net Operating Assets 3,530 3,283 1,855 1,947 Capital Employed Account receivables and payables are based on historical trends. This along Net Debt/(Cash) 1,575 1,717 (592) (630) with PARKERS stock intensive business model are evident in the working capital Total Equity 1,955 1,567 2,447 2,577 uplift for FY20 and FY21. PARKERS intend on obtaining a short-term debt facility Total Equity and Net Debt 3,530 3,283 1,855 1,947 to help with operational liquidity through this high growth phase. Summary Statement of Cash Flow Net Cash flow from Operating Activities 456 (128) (1,456) 38 Net Cash flow from Investing Activities (1,042) (14) 2,557 - Cashflows are forecast to be positive from FY20 onwards. The large increase for Net Cash flow from Financing Activities 594 6 (156) 0 FY20 is a result of PARKERS sale of its land and building. Net Cash Flow 8 (136) 945 38 CLOSING CASH/(OVERDRAFT) (217) (352) 592 631 Private and Confidential 23
Financial Overview High Growth Opportunities EBIT GROWTH POTENTIAL UAE 45,000 15% There is potential for 20 containers per month to this newly established export market. Brand awareness is 40,000 10% building with PARKERS short listed (via Emirates Flight Catering) for the UAE pavilion expo 20/20. As it stands 35,000 5% PARKERS’ is the only approved water company in NZ to export to the UAE with Apple juice soon to be approved. EBIT Margin (%) 30,000 0% Sales (000's) If juice sales begin and stretch targets are realised FY21 forecasts will exceed current projections by c.$4.8m. 25,000 -5% Collagen Water 20,000 -10% PARKERS is set to capitalise on this functional beverage trend and has recently completed a successful trial run 15,000 -15% in October of the 500L SKU. Weekly sales revenue is $5k with only one current customer. PARKERS estimate 10,000 -20% demand could equal that of Cocofuel adding $800k revenue for FY21. Export opportunities exist with current 5,000 -25% customers; Coles and Woolworths Australia. Sales have - -30% the potential to yield up to $10mil ($5mil per distributor). 2017 2018 2019 2020 2021 2023 2025 Apple Juice Exports Financial Year Extra revenue and margin will come in branded products. Contracts are being finalised with Malaysia and Taiwan for the award winning 2L bag in box format. Sales - Base Sales - Stretch One container per month will net ~$1m revenue and ~$400k gross profit after freight and production costs. This EBIT Margin - Base EBIT Margin - Stretch represents just 240kL of juice. Australia has untapped potential with PARKERS not committing any resources at present. Physical distribution is set up and NZTE has advised it could fund 40% of the operational costs when PARKERS are ready. Within 5 years this could deliver c.$10m+ of revenue and additional gross profit of $2m. Private and Confidential 24
Risks As with any investment there are risks involved which could result in loss of Technical risk an investors investment. Some of the key risks are listed below: There is a risk of technological change that will result in production facilities becoming Capital risk obsolete or needing replacement. In this case, the Company may have to raise additional capital to fund such costs. The capital raising plans for the business may not be achieved and therefore the Company may need to raise further capital in the future. This Key person risk could be dilutionary for investors. There is a risk that the loss of key people in the business could result in significant Strategy Execution disruption to the Company’s core activities and growth plans. PARKERS may be unsuccessful in executing its strategy and growth plans as Listing Risk set-out in this Information Memorandum. PARKERS could focus on the wrong opportunities and/or neglect the highest value ones. There is a risk that the company cannot achieve its objective of listing on the USX or such other financial product market. If unable to secure a listing on USX, other Product Risk alternative options need to be explored. One or more of PARKERS products may need to be withdrawn from the market. There could be a significant cost as a consequence of this. Competitive Risk There is a risk that other competitors enter the market and outperform PARKERS or see PARKERS deranged from current retailers. Private and Confidential 25
Important Information CONFIDENTIALITY The Pitch has been prepared exclusively by the Company. It is being provided to persons, each of whom is considered to be a legitimate recipient, solely as a guide for the purpose of giving background information to enable recipients to assess whether they wish to place an order to subscribe for shares in the Company. The information and opinions contained within the Pitch are strictly confidential and are being made available only to parties who agree to keep them confidential. Neither the Pitch nor any part of it may be copied, published, disclosed, reproduced or distributed to any person at any time without the prior written consent of the Company, and shall not be used for any purpose other than in connection with the proposed investment in the Company. By accepting the Pitch you are deemed to undertake and warrant to the Company that you will keep it confidential. You agree to indemnify the Company against any losses incurred by the Company as a result of any unauthorised disclosure, and to return on demand, the Pitch and any related documents or information to the Company. GENERAL Although the Company has used publicly available information in compiling the Pitch and has used reasonable efforts to check the accuracy of the information in the Pitch, its accuracy cannot be guaranteed. The Company has not independently verified any of the information, links to other sites or resources provided within the Pitch and the Pitch does not purport to be all-inclusive or necessarily to contain all the information that a prospective investor may desire in investigating the Company, and may be subject to updating, withdrawal, revision or amendment. Any financial projections given are illustrative only and none of the projections or assumptions should be taken as forecasts or promises on the part of the Company nor should they be taken as implying any indication, assurance or guarantee that those assumptions are correct or exhaustive. Each recipient of the Pitch must make their own independent assessment of the information provided by the Company and is recommended to seek independent advice on the contents hereof from an authorised person specialising in advising on investments of the kind in question. Crowdsphere has undertaken a screening and review process of the Pitch in accordance with its Issuer Fair Dealing Policy and Issuer Screening Process as summarised in Crowdsphere’s Disclosure Statement. The Issuer Fair Dealing Policy and Issuer Screening Process have been designed to confirm that the Investee Pitch Documents are not false, misleading, deceptive or likely to mislead or deceive and do not include unsubstantiated representations. Crowdsphere shall have no liability to any investor under or in connection with their decision (whether in contract, tort, including, without limitation, negligence, or under any other theory of law or cause of action howsoever arising) unless such liability arises out of the fraudulent actions of Crowdsphere or a breach by Crowdsphere of its obligations expressly provided for in its Investor Terms. The Pitch should not be construed as a recommendation to prospective investors by the Company or Crowdsphere or any of their respective officers or related parties to invest in the Company, and does not form any commitment by the Company to proceed with an investment. The Company reserves the right to terminate the procedure at any time and to terminate any discussions and negotiations with any prospective investors at any time and without giving any reason. Any and all discussions, negotiations and communications, including through any online forums, between any recipient of the Pitch and the Company and their respective directors, shareholders, employees, advisers and/or representatives will remain subject to contract and without commitment or obligation unless and until definitive contracts are agreed, executed and unconditionally delivered. Any person who invests in the Company at any time must comply with all applicable laws and regulations in force in any jurisdiction in which they acquire, offer or sell shares and must obtain any consent, approval or permission required in respect of any such transaction under the laws and regulations in force in any jurisdiction to which they are subject or in which any such transaction takes place or in which they possess the Pitch. Neither the Company, Crowdsphere nor any of their respective directors, partners, representatives, agents, consultants or employees shall have any responsibility for any such matters Private and Confidential 26
Important Information The distribution of the Pitch in certain jurisdictions other than the New Zealand may be restricted by law and therefore persons accessing the Pitch into whose possession the Pitch documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction. Recipients represent and warrant to the Company and Crowdsphere that they are able to receive the Pitch without contravention of applicable legal or regulatory restrictions in the jurisdiction in which they reside, conduct business or receive the Pitch, including in particular the requirements of the Act. ARMILLARY PRIVATE CAPITAL The Company is a client of Armillary Private Capital which has provided and continues to provide certain services to it. Armillary Private Capital has received fees from the Company for the services provided and will receive some fees to be paid by the Company, upon successful completion of this capital raising. Armillary Private Capital is the manager of Crowdsphere and related parties hold a shareholding in Crowdsphere. SECONDARY MARKET The Company plans to apply to have its shares quoted on the Unlisted Securities Exchange (USX) upon the successful completion of this capital raising. Investors should note the Armillary Private Capital, which is the manager of Crowdsphere, is also the manager of Efficient Market Services Limited which trades as the USX. Armillary Private Capital, and/or its related parties do not have an ownership interest in Efficient Markets Services Limited. RISK WARNING Potential investors should be aware of the risks associated with an investment in the Company especially at an early stage in its development and should ensure that they have read and understood the Risk Warning on the Crowdsphere website before continuing. If any potential investor is in any doubt regarding the contents of any Pitch, they must consult their own professional financial advisers. ANY INVESTMENT IN PRIVATE LIMITED COMPANIES, ESPECIALLY AT AN EARLY STAGE IN THEIR DEVELOPMENT, IS AN INHERENTLY RISKY INVESTMENT. IF YOU ARE IN ANY DOUBT ABOUT INVESTING, CROWDSPHERE RECOMMENDS YOU CONSULT WITH YOUR FINANCIAL ADVISERS. Private and Confidential 25
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