Overview

Roholm Limited develops, markets and distributes the world-first Inverse Hair Conditioning System. For years, women have used damaging heat and chemicals to try and achieve great looking hair, leaving their hair in poor health and condition and at considerable expense. Inverse uses sub-zero temperature to naturally lock in moisture, which is proven to restore the health, strength, condition and appearance of women’s hair. Inverse naturally sits between styling tools (heat) and conditioners, shampoos and treatments (chemicals).

The global hair care market is estimated to be worth US$83.1 billion in 2016. The global shampoo & conditioners market accounts for a significant portion of this, at US$34 billion in 2014. Our focus is on the emerging health and wellness segment of this market. Our target customers are women 25 – 65 years of age who are looking for an alternative, healthier approach to their haircare.

The ultimate market for Inverse is the mainstream customer, but we are utilising professional sales channels to educate the market about Inverse in conjunction with direct e-commerce to build a blended, high-margin sales approach. Distributors have been appointed in Brazil, Canada, France, Germany, The Netherlands, United Kingdom and New Zealand. First indent orders are in progress for the export markets and repeat distributor sales are already occurring in New Zealand. We have developed a directly controlled, sub-tier manufacturing supply chain and a logistics approach that is globally scalable, capable of supplying end customers along with our professional distribution partners.

The method of using sub-zero temperatures to condition hair, as well as the ice cores and a range of other potential applications are filed as an international PCT Patent. The NZ Patent was accepted on 31 August 2016, was published in the Patents Journal on 30 September 2016 and (barring opposition) will be granted by 31 December 2016. The international PCT examination (undertaken in Australia) is complete with a positive final report confirming novelty of the invention. International applications are being prepared for filing in key markets to meet priority filing dates. The trademark “Inverse” is registered in NZ and applications are progressing under Madrid protocol in all key jurisdictions. Roholm also produces “Ice Mist”, an accessory consumable product. It is an all-natural water based solution with a specific pH level to help induce a closing effect on the cuticle.

Roholm has identified a number of exit opportunities which can be broken down into device companies (such as GHD, Cloud 9), hair care brands (such as L’Oréal), diversified product companies (such as Proctor & Gamble, Unilever), and retailers (such as Sephora, Kendo Brands). Roholm has recently been approached by two multi-national industry participants interested in the product and technology, and discussions and trials are progressing with both.

Roholm was formed in 2013 and is based in Tauranga, New Zealand. Inverse launched into the New Zealand market in early 2016 and has been busy evaluating and establishing its international distribution networks.
Distribution agreements have been signed in Brazil, France, Germany, The Netherlands and Canada, with minimum volumes (related to exclusivity) totalling a combined 100,000 units in their first 12-months. Refer more detail in the section titled Sales by Region, the Strategy tab.

3,300 units have been sold to date which consisted of small trial indent export orders and online sales in New Zealand. The forecast for the current financial year (2016/17) is 33,000 units.

Roholm is seeking capital to support the continued growth of its distribution network, raise consumer awareness and build a strong e-commerce sales base. Inverse is a completely new product category, and Roholm wants Kiwis to share in this journey as we take Inverse to the world.

Notes on Investment

Nominee Shareholding Structure

The shares that will be issued by Roholm will be issued to Snowball Nominees Limited (“Nominee”). The Nominee will hold the legal title to the shares, which will be held on trust for the beneficial owner of the shares (i.e. the Snowball investor). The full terms on which the Nominee will hold the shares are set out in the Nominee Deed Poll (refer to the offer documents).

The Nominee must:

• Act in accordance with the beneficial owner’s instructions (e.g. in exercising the voting rights attached to the shares);
• Account to the beneficial owner for the amounts it receives from the shares (e.g. payment of dividends); and
• Deliver the notices, documents, reports and other communications that it receives to the beneficial owner.

The beneficial owner must pay for the shares and is liable for any other obligations that arise in relation to the shares. Under the Nominee Deed Poll, the beneficial owner indemnifies the Nominee against any costs or claims that the Nominee incurs as a result of holding the shares (unless the Nominee has been fraudulent or grossly negligent).