Further detailed information is contained in the Information Memorandum (IM)Download IM
Note: The Invivo public offer has now closed. While the paperwork is being finalised, you may still request to subscribe for shares by clicking the invest button. If shares are available, then the company may choose to accept these subscriptions.
Our story began when the two of us got together in a bar in London to talk wine. How to make it better. How to cut through the fluff that the traditional wine companies seem to love so much. We always believed in the power of a strong brand so we decided then and there to build a business that let us create one, and have fun along the way. And you know what? It worked. Invivo continues to be one of New Zealand’s fastest-growing wine brands with 175% sales growth since 2015.
It’s been a wild ride. We started off making 60,000 bottles right after the tumultuous 2008 harvest – which just happened to be in the middle of the GFC. These days we’re a fully-fledged wine company selling over 3 million bottles in the year ended March 2018 (“FY 17/18”).
We’ve built a community of 443 shareholders from NZ’s first winery equity crowdfunding round. We’ve collected a bunch of gongs, including World’s Best Sauvignon Blanc and in 2016 moved into one of New Zealand’s oldest wineries, where we continue to turn some of the world’s best grapes into New Zealand wine that’s picking up fans from Cork to New York.
We’ve gone from standing in small bottle shops around the country and hand delivering our wines to people’s homes to being distributed around New Zealand by Lion and selling in some of the world’s largest retailers, including Tesco and Sainsbury’s (UK), Musgrave (Ireland), Woolworths (Australia) and Kroger (USA) to name a few.
The wine industry is enormously competitive, but it is also huge, and we have always maintained that if we could offer the consumer a new and innovative approach to our products then we would have success.
By focusing on our customers’ needs and on innovation, we have managed to grow our business rapidly. Three years ago we sought expansion capital through a newly established equity crowdfunding platform. This approach – apart from being highly successful – suited our business well, because at the core of our capital raise was a connection with our community and our supporters.
We raised $2m in early 2015 and, with that investment, transformed our business. New systems, people and strategy were all implemented, and we went from around $3m turnover to $10m in three short years. We’ve gained listings with some large retailers around the world and we continue to gain traction and win new listings as our momentum continues. We’ve proven what we can do with a capital injection.
With the company having grown so much larger, it’s now time to kick that momentum into another gear and drive Invivo forward for the next 3-5 years. We are seeking $6.5m in equity capital to further ramp up the work we’ve done and drive growth in our key markets, targeting $31m turnover by 2022.
We have the talent and experience to execute our plans and the passion in our product and story. This next stage in the company’s life is an exciting one with the end goal being to deliver real financial benefit to Invivo’s shareholders.
Tim and Rob
Driven by strong growth in our domestic market along with key export markets and successful NPD, sales have grown from $3.5m in FY2015 to $10m in FY2018. We expect this growth to continue as we look to achieve >$20m annual revenue in the next few years.
We extended the Graham Norton brand, with positive uptake from the trade and great enthusiasm from Graham himself, with listings in Ireland, UK, Australia and New Zealand. Since November 2016 we have sold 705,000 bottles of the two new wines!
Since the first sellout vintage in 2014, Graham’s wines are now sold in nine countries and have been awarded over 50 medals including gold at the Drinks Business Global Sauvignon Masters. US publications The Wine Advocate and Wine Spectator have both awarded Graham’s Sauvignon 90 points and the Graham Norton Sauvignon has been chosen to be served in Qantas Business class. The wines are sold in some of the world’s largest retailers including Tesco, Asda, Kroger, Woolworths and Musgrave.
We are only one of a handful of crowdfunded companies to have had our accounts audited. This is a significant milestone for Invivo and the process has helped us refine our systems and processes to maximise our efficiency and information flow through to management.
In October, 2017 we appointed Paul Schaafsma, former CEO of Accolade Wines to the Invivo board as an independent director. Under Paul’s leadership, the fifth largest wine company in the world exceeded AUD$1billion in revenue with a team of 1700 employees across Australia, New Zealand, UK, China, Japan, South East Asia, USA, Chile, Canada and South Africa. His work in the industry culminated in Paul being awarded “Man of the Year” by Drinks Business magazine in 2015.
Our focus market export strategy is delivering positive sales growth. These focus markets are Australia, UK, USA, Japan and Ireland and are all working well. Invivo actively invests marketing spend and time in these countries each year. We are working hard to grow these even further.
We moved into the historic Te Kauwhata winery in February 2016. The winery was first designed and constructed by the New Zealand government in 1902 as New Zealand’s first viticulture research station. The winery was originally headed by industry pioneer and viticulturist Romeo Bragato. With our own bottling line that can run up to 10,000 bottles a day, we have seen significant cost savings from running the winery. Also in 2016, Invivo opened an Australian office based in South Australia. The office is run by international sales manager Mark Boardman.
We partnered with TV personality Paul Henry to launch a Pinot Noir in 2016. Like Graham, Paul was involved in the blending process to select his style of Pinot Noir and we released a film. We received significant media coverage around the launch and the wine sold out in hours. Glengarry’s General Manager billed it as their ‘most successful launch of an individual wine ever.’ In fact, it went so well, we announced a second release in 2017. The wine was included in Michael Cooper’s round-up of the best New Zealand Pinot Noirs under $30. Love or loathe Paul Henry, it worked!
Invivo’s unique approach has meant we were featured in hundreds of articles worth millions of dollars of coverage across the world yet still working on a shoestring marketing budget compared to our larger competitors. We’ve been one of the most talked about New Zealand wineries in global media. Highlights included being featured in the New York Post, Daily Mail, The Sun, Sydney Morning Herald, The UK Times and numerous times in local outlets the New Zealand Herald and Stuff.co.nz.
They may be the brains behind Invivo Wines, but Tim and Rob are (ever-so slightly) lacking in the looks department. Fortunately, in true Invivo style the boys have devised an innovative solution to ensure their wine label has some beauty behind it: Nigel Barker, former model, judge and photographer on America’s Next Top Model is now their Glambassador. Nigel was first introduced to Invivo five years ago when he was in New Zealand shooting America’s Next Top Model, and immediately fell in love with Invivo’s Pinot Noir.“After several years of secret admiration and clandestine deliveries, I can finally share these fabulous wines with everyone. Although I am still not sure how good I will be at sharing, but with something this good it’s a sin to keep it all for yourself!”
As part of the successful range extension with Graham Norton wines, we are now working with growers and wineries from Australia to produce Graham Norton’s Own Shiraz and Italy to produce Graham Norton’s Own Prosecco.
Our unique story has been published in over 190 press articles in the last 12 months - worth $3m in coverage.
Our collaboration with the host of the UK’s number 1 chat show has been anything but the standard celebrity endorsement.
Our first vintage in 2014 was uniquely produced by flying freshly picked Marlborough grapes to London to be crushed by Graham’s feet on the set of his show! The juice was then taken back to New Zealand and added to Graham’s wine... adding a touch of “Norton Hemisphere” magic to every bottle. From 14,000 bottles in 2014 to over 3m bottles in 2018, the range by Invivo and Graham has now expanded to include Rosé, Shiraz and Prosecco.
From the second vintage onwards, we’ve worked with Graham to blend his wines in person, either in London or near his home in Ireland. This blending session is filmed and released to media to publicise each vintage, and always generates a huge amount of media coverage. The wines now sell in the UK, Ireland, New Zealand, Hong Kong, Norway, USA, Japan, Canada and Australia.
Graham’s wines have received many awards at wine competitions, including gold medals and 90-point ratings from Wine Advocate and Wine Spectator for two years in a row. The marketing campaigns have also received accolades including being rated the number one consumer launch in Ireland and Wine Spectator’s number three video for 2016.
We’re delighted to announce that in July 2018 Invivo is launching Graham Norton’s Own Prosecco. This is the fourth addition to our Graham Norton range, which Marie Claire says is ‘one of the most successful celebrity wine collaborations ever’. The wine is made in the Veneto and Friuli Venezia Giulia regions in Northern Italy, where Prosecco has been made for generations.
Huge anticipation is building for the launch, with news of theGN Prosecco already in the Irish and UK trade- and mainstream media, including The Times. Graham Norton tweeted news of the Prosecco in late March, which attracted a flurry of likes, retweets and great comments.
We have partnered with one of Italy’s largest Prosecco producers, whose vineyards are carefully managed by grape growing families that they have built strong relationships with over many years.
Entering this corner of the wine market is an enormous opportunity for Invivo. Global sales of Prosecco have enjoyed staggering growth over recent years. The latest figures from Vinexpo (a wine exhibition and forum) show that Prosecco is driving the trend for increased sparkling wine consumption and is expected to have market share of around 40% globally by 2021.Worldwide sales of sparkling wine are predicted to grow by 2% year on year and the US will become the largest importer of sparkling wine in the world by 2021, overtaking the UK. Prosecco will very much be leading the charge.
The Prosecco success story continues in the UK, with total consumption expected to rise 10.8% to nearly 74m litres a year by 2020, according to Vinexpo in 2017.
No sparkling wine can compete with Prosecco, largely due to its ‘everyday luxury’ appeal. A genuine brand offering such as Graham Norton’s Own Prosecco offers a more premium option and will encourage more consumers to trade up, adding further value to the category.
A large scale global campaign is planned for the launch of Graham Norton’s Own Prosecco from the middle of this year.
Invivo is also working on a canned wine range. This category is enjoying huge growth and we’re expecting this growth to continue.
The convenience, portability and versatility of wine in a can - along with the fact that you can enjoy them as a single serving - are big drawcards as are their eco- credentials.
We are experimenting with Augmented Reality on our wine labels. AR is a technology that will superimpose computer-generated images and film on a wine label so that the label will ‘come to life’.
We know there is huge and growing demand for this and the Graham Norton range offers a great opportunity to develop the technology with our wines.
In Ireland, after partnering with Graham Norton it took just 15 months before one in every 10 bottles of wine sold in the country was an Invivo Graham Norton wine! It took 11 years for a leading New Zealand wine brand to achieve the same volumes, according to a Musgraves buyer.
Invivo believes the collaboration with Graham Norton has had a significant positive impact on the company. The celebrity collaboration effect will further be leveraged by Invivo with the new US partnership to be announced later in 2018.
Celebrity beverage collaboration examples internationally show that there is further upside from celebrity collaborations to come for Invivo.
Here are some examples of the premiumisation effect of recent successful collaborations:
All the marketing support of Invivo wouldn’t work if our wines didn’t stack up. Our wines have won a whole host of awards locally and internationally, including:
What do you get when you combine Kiwi can-do, European winemaking experience and awful guitar skills? Invivo co-founder and Chief Winemaker Rob “Crusher” Cameron.
Rob didn’t follow the usual New Zealand winemaking path. After learning the ropes back home he headed for Europe, working in wineries everywhere from Moldova, Cyprus, Bulgaria and Hungary to France, Spain and Italy. Rob’s approach to winemaking combines old world elegance with the best grapes he can lay his hands on, from New Zealand and around the world. The result? Bloody good wine, that’s what.
To enable scalability and continuity we currently source our grapes four different ways:
Our wines are made across several locations – our Te Kauwhata winery; Spring Creek Vintners (partner for 11 years); Indevin Wineries in Marlborough, Gisborne and Hawkes Bay; Torresan in South Australia and Tosti in Italy.
Rob has complete control over all aspects of the process and manages our product around the country and internationally to best suit the needs of the customer.
Given that the growth for our company is coming via the UK supermarkets and large USA retailers, it is our strategy to bottle some of our wines “in-market” in order to achieve substantial savings in bottling and packaging costs. Because this contract manufacturing is done by a third party, there is a huge opportunity for us to upscale production.
Invivo moved into their historic winery in February 2016.The winery was first designed and constructed by the government in 1902 as New Zealand’s first viticulture research station and was originally headed by industry pioneer and viticulturist Romeo Bragato.
In 1908, six wines made by Romeo Bragato at the winery were sent to the Franco-British Exhibition in London. An incredible five of the six wines won gold medals. This was the first international competition to award gold medals to a New Zealand wine.
The founders are pleased that the Historic Places Trust-listed buildings will continue to operate as a winery. This is a piece of Southern Hemisphere wine history, so it’s great that we can continue the winemaking story there and it won’t be used for any other means or property developments.
Our approach is to identify focus markets to build quality distribution and brand awareness. Our sales split is currently 25% domestic and 75% international markets. We’ve chosen Australia, the UK, USA and Ireland – all markets with distributors looking for unique brands, and all showing year on year growth. We also included Japan, an emerging opportunity as a focus market. Finally, we continue to strongly support our home market here in New Zealand.
Invivo has secured some important key distributors, particularly in the last three years. It cannot be overstated how hard it is to get into these accounts, particularly when we are up against huge alcohol companies with larger resources behind them.
Focus markets are the regions where we devote market spend - where there is consistent growth in the NZ wine sector, we have good distribution and strong opportunities for growth. We regularly visit these markets and invest in staff and time. We focus on the media here and have ambassadors and collaborations, where possible.
The goal of a development market is to grow to become a focus market. We have ad hoc marketing spend in these markets and perhaps visit once a year.
Smaller markets for Invivo with no investment spend. Some may have the potential to grow into development or focus markets.
Benchmark Drinks Ltd is a private limited company, with Paul Schaafsma as its founder and managing director. Paul is also an independent director at Invivo Wines. Benchmark Drinks has strong relationships across all multiple grocers, convenience, independent groups and regional wholesalers, and its team has managed and grown some of the leading New Zealand brands in the UK.
With more than 3500 stores and 310,000 employees, Tesco UK is the largest part of the Tesco Group. From its Tesco Extra superstores to the small Tesco Metro convenience shops, Tesco delivers compelling offers for customers with sharp prices and strong ranges.
Asda is part of the Wal-Mart family and therefore part of the world’s biggest retailer. It has more than 165,000 employees, with over 18 million customers shopping in store each week. Asda was founded in Yorkshire and is committed to offering shoppers Every Day Low Prices to ‘Save Money. Live Better’.
An independent retailer, Majestic Wine has over 200 stores in the UK and sells mainly by the case. They offer an impressively large and diverse range, specialising in wines that can be hard to find in supermarkets. Every customer- facing member of the staff at Majestic has been professionally accredited by the Wine and Spirit Education Trust (WSET).
Founded in 1793 and a much- respected stalwart of the UK wine trade, Avery’s was the first importer to introduce the Invivo brand to the UK market in 2009. It was also the first UK wine merchant to introduce New Zealand wine to the UK market, in 1978. Invivo enjoys a very good relationship with the team at Averys, and our wines are consistently among their best- sellers.
Musgrave Group plc is an Irish food wholesaler, founded in Cork in 1876. It is Ireland’s largest grocery distributor, with operations in Ireland and Spain. It is the largest private company in Ireland by turnover, with annual sales of over ¤4 billion. Musgraves is a family-run business - one of very few Irish companies owned by its employees and family shareholders.
Tesco is one of the biggest private sector employers in Ireland with over 13,000 colleagues across the country and 148 stores. Tesco is the biggest buyer of Irish food and drink in the world and contributes ¤3.2 billion to the Irish economy every year.
BC and Alberta
Summit Fine Wines is a wholly owned subsidiary of Jackson Family Wines (one of the USA’s largest privately-owned wineries). It was established in 2004 as the distributor for the family portfolio, which includes more than 28 wineries. Summit has grown to be the number one distributor for the premium California Wine Company in Western Canada. Invivo signed with Summit in 2012.
Nicholas Pearce manages the relationship between The Liquor Control Board of Ontario (LCBO) and Invivo. Due to government regulations preventing companies importing alcohol products, the LCBO is the largest single purchaser of alcohol in the world. Invivo was listed with the LCBO in 2016.
Invivo’s Québec distributors are Vintrinsec, based in Montréal. They are a wine and spirits agency that promotes over 200 products from around the world and are the benchmark for representation in their market. They are fans of the Invivo Central Otago Pinot Noir and have helped to get it listed with the SAQ monopoly - Quebec’s version of the LCBO.
Founded in 2013, Seaview is a national importer of fine wines from France, Spain, Italy, Australia, New Zealand, Argentina and Chile. Headquartered in Port Washington, NY, the company distributes its products nationwide with wholesalers and state boards. Their producers are leaders in their regions with portfolios that are exceptional in quality and value.
Woolworths (BWS stores)
BWS, owned by Woolworths is a convenient standalone liquor outlet offering consumers a wide range of products. BWS opened its first store in 2001 and now operates 1100 stores across Australia.
Woods Wines services several thousand cafes, restaurants, bars and independent bottle shops. Invivo is Woods Wines’ only New Zealand brand and has been a distribution partner since 2009.
Lion is one of Australasia’s largest food and beverage companies, employing 6,700 people across Australia and New Zealand. Founded in 1840, Lion now markets premium brands in the dairy, juice, beer, cider, fine wine, spirits, alcoholic ready-to-drink and non- alcohol beverages categories. This diverse portfolio collectively generates revenues of around NZ$5 billion each year.
Invivo’s Japanese distributor, Southern Cross, has helped Invivo to become one of the fastest growing New Zealand wine brands currently in Japan, being particularly strong in Tokyo on-premise accounts (restaurants and bars). Further significant growth is planned with Southern Cross in 2018.
Invivo is seeking $6.5m in new equity capital from new wholesale as well as current investors. We are targeting $31m turnover by 2022. The investment will go into the following strategies to enable us to hit our growth targets:
On the back of huge growth, we’re excited to have picked up further listings for the Graham Norton range including Graham Norton Rosé into Tesco stores (UK’s largest retailer) to join the Graham Norton Sauvignon Blanc. We’ve recently signed a new agency agreement with Benchmark Drinks in the UK – which presents an opportunity to secure further listings.
We need to invest in the GN range to leverage these new distribution and listing opportunities. We also need to invest in and support new product development and range extensions: the much-anticipated Graham Norton Prosecco is launching in New Zealand, UK, Ireland and Australia this year; and further NPD including a Graham Norton wine in a can range is in the pipeline.
For the last four years, we’ve created and developed a unique and globally successful collaboration model with Graham Norton. We know the influence the right person has in any market and we’ve learnt a great deal about how to execute this strategy into new markets. We’ve recently secured New Zealand Trade & Enterprise funding to investigate and roll out the celebrity wine collaboration model with a US talent.
This presents an exciting opportunity for Invivo in the US market – currently the largest market for New Zealand wine, hitting over $600m NZD in wine exports in 2017 and growing rapidly at 17% year on year. The investment will go towards securing the talent and rolling out the wine collaboration in key US retailers and in other markets.
With the strength and enthusiasm of New Zealand’s largest alcohol distributor, Lion, behind us, we’re focused on further distribution gains with both the Invivo and Graham Norton ranges in retail and on-premise (bars and restaurants). There are many opportunities to explore locally and the investment will help drive distribution gains.
Securing the right people is key for Invivo and we’ll be expanding our local and international teams this year to support growth. We’ll need to set up an office in the USA to support the work in this market. We will also look at strengthening our board with further key appointments.
We aim to grow with further distribution in our key focus markets: the UK, Ireland, Australia and, as mentioned, New Zealand and USA. We will focus on achieving key listings in these countries as opposed to expanding into other countries.
Great wine needs great grapes. We have grape supply agreements in New Zealand, Australia and Italy and the investment will help secure further ongoing supply to support the forecasted sales growth.
We will be launching new Invivo packaging this year that will help communicate our story (in our unique way) and target trade, media and consumers.
The wine industry in New Zealand continues to go from strength to strength. The Deloitte New Zealand Wine Industry Benchmarking Survey 2017 reports that New Zealand wine exports have reached a record high, now valued at $1.66bn. This is a growth on the previous year of $94m (6%).
We’ve seen growth in all Invivo’s lead markets since 2010, as shown in the table below.
The Chair’s report in the 2017 New Zealand Winegrowers Annual Report states: “New Zealand wine continues to perform strongly on the global stage. We have now recorded over two decades of uninterrupted value growth. As a result, New Zealand wine now stands as our nation’s fifth largest export good…With diversified markets and a strong upward trajectory, the industry is in good shape to achieve $2 billion of exports by around 2020.“
According to the Deloitte report: “Export volumes of New Zealand wine to the ‘big three’ markets (Australia, UK and USA) grew 19% to crack 200+ million litres for the first time in 2017. Offshore markets outside of the ‘big’ three’ also grew in volume while experiencing a 34% higher price point than the ‘big three’.
In terms of volume growth, the UK lead the way increasing 27% y/y to nearly 75 million litres. Overall, the standout market remained North America, where total export earnings cracked the NZD $600+ million mark for the first time. Export volumes grew 17% y/y.”
The opportunity for Invivo was to create a brand with a great story and an innovative approach that would stand out from the crowd and appeal particularly to the new wine consumer, the millennials – the fastest growing segment of wine drinkers.
The Invivo customer doesn’t necessarily care for the complex terminology of winemaking. They want to know if the end product tastes good and if the brand’s values align with theirs. Does the brand engage with them? Does the brand get involved in events they like? Is the brand authentic? Who are the people behind the brand?
As a small company with limited media funds, Invivo has had to innovate in the way we’ve connected with customers. So instead of simply making and running ads, we’ve sponsored the Graham Norton Show; launched Graham’s own GN wines; hosted live street art with graffiti artists in London; organised a barbecue and wine event in Tokyo with a Japanese singer (who wrote a song about Invivo!); had fashion label Zambesi design our label and partnered with Creative NZ to sponsor over 50 artists and ev and around the world.
Key underlying assumptions of the Company:
We expect that our FY18 turnover will be around $10m. Given the growth achieved since 2015 and our first capital raise, we feel confident that post this second raise the timing will be ideal to implement some major plans to help hit our growth targets. We feel our brands are positioned at a “tipping point” in our major markets and with investment we will see continued growth to $31m in sales revenue by 2022 with EBITDA of $3.6m.
Invivo is supported through working capital products with ANZ Bank, which consist of a flexible overdraft, 12-month term loan and trade finance facility for invoices. Each year these facilities have grown as the company has. All debt is current and in either of these three forms. The term loan is renewed each year and repaid monthly; this is primarily used to pay growers and processors in May/June (which are usually large bills) and so helps spread these expenses throughout the year.
|Reliance on key customers. Invivo relies on contracts and arrangements with distributors, agents or key buyers in New Zealand and its export markets for the sale of its products. A failure for any reason by any of these distributors/agents or key buyers to provide those services or continually place orders may adversely affect Invivo’s ability to provide product to its customers or hit sales targets forecasted.||Invivo works regularly with all its key customers ensuring quality of product and service. The senior management will mitigate this risk by developing with customers accurate sales forecasts along with ongoing monitoring of sales targets.|
|Exchange rate risk. Invivo forecasts further expansion into international markets. As such, it will derive some or most of its revenue from those international markets, implying significant exposure to foreign exchange movements.||Our business is about making and selling wine, not playing the global financial markets. At our yearly budgeting meetings we look at the FX rates of the time and take a view to protect them throughout the year as a “worst case scenario”. We do this by working closely with ANZ’s FX team and using a range of FX hedging tools.|
|Crop disease and annual grape harvest. Our industry is prone to disease pressures and annual changes in volume of grapes available. There is a risk due to adverse weather conditions that our sales volumes may not be meet due to a shortfall of supply.||Invivo has diversified the range to include wines from South Australia and Italy. Invivo also sources grapes in subregions in both Marlborough and Central Otago. This mitigates crop disease which may be concentrated in one specific subregion.|
|Social change. The demand for wine could be adversely affected by the social acceptability of alcoholic drinks.||Invivo’s innovative positioning along with market research and monitoring both domestic and international social trends keeps our finger on the pulse. Based on this we’ll continue to explore opportunities in other complementary beverage categories.|
|Product mix. Invivo’s sales margins differ between its products. There is a risk that a material change in the mix of products sold from that anticipated (where there is no change in overall volume) could adversely impact Invivo’s financial performance.||Invivo reviews pricing annually with all its distributors. There are contractual clauses in place in the event of cost of goods adversely affecting margins and a price change is required.|
|Funding. There is a risk the capital raise target is not reached or the Business needs to source further funding in the future.||Invivo is a growth business and the board will ensure it has an understanding of capital required along with meeting projected sales and profit targets. The company has in place strategies to account for various levels of capital raised. We plan to raise further capital in the future to help support our growth strategies.|
|Management and staff. If there are changes to management, there is a risk that sales targets will not be met.||The senior management are committed and motivated to driving the Business long term to achieve the sales targets projected.|
|Governance Risks. Invivo will need to ensure that it continues to have appropriate governance controls in place.||The board is responsible for ensuring compliance with laws and regulations as well as addressing specific governance matters, strategy.|
Valuation of the company before funds are invested
The cost of each share
The minimum investment amount for this offer
See the Subscription Agreement for details
The company may have rights to shorten or extend this period
The Company proposes to issue up to $6,500,000 of Shares (Offer). The Offer will be conducted as a Wholesale Offer (details below) of up to $4,500,000 of Shares, with up to $2,000,000 of additional Shares offered to retail investors (details below) (Retail Offer).
We have structured the Offer as follows:
The Offer is for Investment shares and Ordinary shares, both of which have the same economic value and protection mechanisms.
In the event that all of the Shares are not taken up under the Shareholder Offer (Excess Shares), but the Wholesale Offer is oversubscribed, the Company reserves the right to allocate some or all of the Excess Shares to the Wholesale Offer (subject to the Company’s Constitution and Shareholders’ Agreement).
At the end of the Offer period, the Shares will be allocated by the Board according to the available Shares and the applications made under the Offer. The final number of Shares will be issued within 20 business days of the end of the Offer period.
Executives are remunerated by Invivo through fair and reasonable salaries. All remuneration of key executives is reviewed each year by the board. The key executives remuneration is based on performance KPI’s being met from the previous year and also set out at the AGM. As and when independent director/s are appointed they will have responsibility for overseeing executive remuneration, this way we feel that this is always fairly and independently managed. No share options have been granted as yet and will be a decision for the board and agreed under the company’s constitution. The board reserve the right to appoint other directors from time to time, and if deemed in the best interest of Invivo, these directors or existing directors may be paid fees.
The three founding shareholders of Vern Dark, Tim Lightbourne and Rob Cameron started the company with $450,000 in 2008. Since then the three shareholders have provided $200,000 as unsecured shareholder loans. These loans are treated as equity by the Company’s bank when evaluating performance against banking covenants. These loans are interest bearing at 8% P/A and are to be repaid or converted to equity over the next 5 years.
This will be subject to the board determining that the funds are surplus to the company’s requirements and that payment in part or in full can only be made in the best interests of the company (which includes all shareholders).The interest rate for this loan was set in 2010 by the board and was set as a median of the current rate Invivo was paying for bank facilities and the 90 day bill rate at the time.
In 2015, Invivo ran an equity crowdfunding campaign and raised $2m securing 439 shareholders. This valued the company post money in April 2015 at $10m.
The current capital raise values the company at $24m pre-money.
The Company’s dividend policy is set by the Board on the 1st of July each year and is subject to applicable law, the financial performance by the Company, solvency tests, and all other obligations the Company may have, including, but not limited to, any banking covenants. To date, all surpluses have been reinvested as working capital apart from a small dividend in 2013. The company’s policy in the short term is to not pay dividends and reinvest any profits into the business.
Following the raising, the Company will continue to look for opportunities to enhance value for shareholders and, in particular, for methods of raising additional capital to fund more growth. The Board believes that, in the medium term, options to access additional capital could include:
There are no related party disclosures.
The distribution of this offer outside of New Zealand may be restricted by law. This is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside New Zealand. This includes, but is not in any way limited to, Australia and the United States. It is the responsibility of any Snowball Investor to ensure compliance with all laws of any country outside New Zealand relevant to their subscription, and any such Snowball Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities pursuant to each offer. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions. The securities in each offer have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States.
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