Further detailed information is contained in the Information Memorandum (IM)Download IM
Natural Paint Co is a kiwi owned and operated manufacturer of sustainable paints and wood oils. The company was created with an uncompromising promise; to make the world’s best paint that is healthier for people and the environment.
Natural Paint Co delivers on this promise by producing high quality finishes that are crafted from natural, renewable materials and release no nasty chemicals.
Consumer expectations increasingly favour natural products that are sustainably produced and free from synthetic chemicals. This is driven by an increased awareness of the adverse health and environmental impacts of exposure to a wide range of chemicals and toxins.
Natural Paint Co was established to address this growing global trend by providing a healthier, non-toxic alternative to harmful chemical-based paints. Founders James Mount and Grace Glass worked with leading chemists to create natural, plant-based paints and oils that are free from toxins and Volatile Organic Compounds (VOCs), and are kind to both the health of people and the planet. The paints are suitable for use in residential and commercial settings and exceed industry standards for coverage, quality and durability. The team at Natural Paint Co stand behind their products, providing an industry-leading 25 year guarantee to customers.
Founded in 2015, Natural Paint Co has grown steadily, achieving approximately 50% year on year growth with little marketing to date, and now generates annual revenue of $708k (FY21). This growth is a result of the company’s uncompromising focus on quality, first mover advantage, and clever brand positioning.
The company is now raising $1.2m to fund the expansion of their sales and marketing activities in order to drive growth in both direct-to-consumer and commercial trade sales, and to improve operational efficiencies.
The global market for commercial and residential paints is expected to reach US$99b by 2027, growing at 4.8% CAGR from 202011. Driven by global trends in ethical and environmentally-friendly consumption, and the growing awareness of health and wellbeing, the green coatings segment is growing faster than the market at 6.5% CAGR2.
The total value of the New Zealand paint market is around $720m, having experienced substantial growth in the five years leading up to 20203. Given the size and forecast growth of the combined construction and residential renovation market, the size of the paint market in NZ is expected to expand by 4% between 2023 and 20254. The continued growth of the green coatings segment within this market is supported by trends suggesting that sustainability is a mainstream concern for 87% of New Zealanders5 and more than one in three consumers will pay a premium for sustainable products6.
Natural Paint Co’s growth strategy involves expanding its share of the NZ paint market with a particular focus on cementing the companies leadership in online, direct-to-consumer sales, while also increasing their trade sales volumes. The company plans to expand its warehousing and logistics capacity to support future growth and efficiency, and will also commence a pilot entry into the Australian market. The implementation of this strategy is forecast to grow revenue by a 219% CAGR to over $7.2m by the end of FY23.
The company expects to complete a second capital raise in 18 months to help drive further growth in New Zealand and abroad.
Natural Paint Co is defined and led by these shared values:
Traditional paints have an adverse impact on human health.
Paints typically contain a large number of chemicals that are known to cause harm to human health including Texanol, Volatile Organic Compounds (VOCs) and Alkyd Phenyl Ethoxolates. When paint is applied, these chemicals are released and research shows that off-gassing can continue for up to 10 years, particularly in indoor environments7.
According to the Environmental Protection Agency (EPA), our indoor air quality is on average 2 - 5 times more polluted than outdoor air, even in the most polluted cities. A freshly painted room can have air that is up to 1000x more polluted than outdoor air which can result in a range of acute and chronic human health issues, particularly for people occupying a room for prolonged periods of time.
These harmful impacts are even more pronounced in people applying paint on a regular basis. According to the British Medical Journal, professional painters have a 20 percent higher overall risk of cancer, and a 30 percent higher risk of bladder cancer compared to the general population.
A freshly painted room can result in acute and chronic human health issues such as:
Traditional paints cause damage to the environment, polluting the air, water and land during manufacture, use and disposal.
Consumers are increasingly focused on the environmental impact of production and consumption, with a growing preference for products and their packaging to be environmentally friendly. 61% of global consumers say they would be less willing to buy a company’s product if they found it performed poorly against environmental standards8, with the Sustainable Business Network also reporting that sustainability is now a key purchasing concern for 87% of New Zealanders.
There are four key environmental impacts relating to the application and disposal of traditional paint:
Modern paint can trace its lineage back to developments made in petrochemicals during the years of the second world war9. Breakthroughs in synthetic compounds and plastic resins during the early 20th century led to improved paint formulations that dried quicker, were more colourful, and had better coverage rates. Paints haven’t changed much since then and continue to use many of these unsustainable raw materials, base chemicals and synthetic compounds.
Because of high petrochemical levels, waste paint entering natural habitats such as waterways either via a drain or through land-based leaching can have negative effects on aquatic life. Paint spills and pollution incidents caused by inappropriate disposal have been deemed so hazardous by councils in New Zealand that waste paint collection programmes are now in place in many regions.
In a typical paint formulation, a large portion of the content is released into the air during the drying process and this includes harmful VOCs. Once in the atmosphere, VOCs combine with nitrogen oxide (NOx) and sunlight and contribute to the formation of smog and harmful ozone.
It is estimated that 25% of materials associated with paint packaging waste is steel, and a further 6% is plastic10. Both materials are typically recyclable but the recycling industry in New Zealand considers paint-covered items too contaminated to be of use and many end up being diverted to landfills.
Volatile Organic Compounds (VOCs) are well known to be a significant contributor to harmful toxins being released during and after painting, and as a result VOCs have been targeted by the industry as a measure of toxicity. Low-VOC products are now produced by nearly all leading paint brands. But this focus on VOCs presents several challenges when it is considered in isolation as an indicator of potential human or environmental harm.
One of the biggest problems when it comes to VOCs in paints is that there is no standard list of what constitutes a low-VOC paint and regulations vary by country. Regulations often put limits on the acceptable volume of VOCs in a paint but these limits often do not apply to a consistent set of chemicals. In NZ for example, most low-VOC paints only measure the VOCs that negatively affect outdoor air pollution and this means paint producers can still include other VOCs and harmful chemicals which are toxic to indoor air quality while still labelling their product “low-VOC”.
There is no good reason why toxic chemicals need to be in paint and Natural Paint Co was created to offer kiwis a safer alternative.
Our NZ-made finishes are crafted using healthy ingredients that not only perform to the highest industry standards but are also free from nasty chemicals. We aim to challenge the traditional paint industry and have built our business around the following principles:
Six years ago, we identified leading paint chemists and worked together to develop a range of paints and oils that are free from the nasty chemicals.
What we produced is a hand-crafted range of products that utilise a mix of no more than 12 ingredients, all of which are carefully selected and harmless to people and the environment.
We disclose every ingredient in our products and source what we can in New Zealand. Our paints and oils are VOC-free, and free from the thousands of harmful chemicals found in traditional paints, many of which are known to impact allergies, respiratory systems, organs and reproductive function.
We constantly refine and improve our products to ensure they maintain the highest level of quality and performance.
Us: Water, Titanium Dioxide, Calcium Carbonate, Diatomaceous Earth, Castor Oil, Quartz Powder, Silica, Manuka Oil, Sodium Salt, Cellulosic Thickener, APEO free Resin, biocides (< 0.05%).
Them: Texanol, Volatile Organic Compounds, Phthalates, Alkylphenol Ethoxylates, Methyl Methacrylate, Polyurethanepo/Isocyanates, Mineral Turps, Toluene, Xylene, Benzene, Formaldehyde, plus many others.
Highest coverage rate in the industry
Natural Paint Co products use the highest levels of premium grade Titanium Dioxide in the industry, which gives us exceptionally high coverage rates. Our finishes achieve a coverage rate of 16 sqm per litre vs an industry average of 12 sqm per litre. Our paints also have better hiding power, allowing us to achieve coverage with two coats in situations where many leading brands require three coats to be applied. This means our paint goes further than our competitors'.
Durable and fully washable
Durability has been another important consideration for Natural Paint Co and our products are designed to be hard wearing and fully washable. Because we use the highest quality ingredients, we have confidence backing our interior paint system with a 25 year guarantee.
Diverse colour range
According to research conducted by Colour Communications Inc Australasia, the ideal number of colours for consumers to choose from is between 100 and 120. More colours than this causes decision fatigue by overwhelming consumers, while offering fewer colours risks not fulfilling customer expectations. We offer 100 colours in order to provide choice for individual expression, while making the decision of selecting a colour simple and enjoyable.
2. Health and Sustainability
Paints often contain thousands of different chemicals, with many being harmful to human health. Our ingredients, based on plants and minerals, are carefully researched and tested to ensure they have no negative health impacts during or after painting.
Sustainability is at the heart of everything we do. From sourcing our raw materials to considering how to reuse or dispose of any waste product, every aspect of our business and operations has been designed to limit our negative impact on the environment. In fact, we believe our business can be a force for good and have a long-term net positive environmental impact.
Our sustainability priorities include:
We assess our suppliers carefully and favour sustainability over cheaper options. For example, we use chloride-grade Titanium Dioxide instead of the cheaper sulphate grade alternative that is commonly used by paint companies because the production of this alternative is known to pollute streams and drinking water in Chinese villages, causing serious long term health impacts to local inhabitants.
Digital first platform
We have prioritised the development of a strong direct-to-consumer sales model as a core part of our growth plan. This strategy has always been important for us because, while paint is something that has historically only been purchased from a physical retail outlet, wider consumer trends suggest e-commerce will disrupt this operating model in the same way that it has for other industries.
Last year, online retail spend in New Zealand accounted for 9.8% of total retail spend, up from around 8.8% the year prior. Total retail spend grew 2.4% but this was eclipsed by online retail spend, which grew 13% during the same period11.
To capitalise on the continued growth of e-commerce, we have built our sales platform and marketing approach to be digitally-led. We’ve developed an in-house e-commerce platform that aims to deliver an exceptional customer experience and encourage users to seamlessly move from browsing our range to completing a purchase. Working alongside our website design partners we will continue to make improvements that enhance customer experience and improve conversion rate. Additional capital will enable us to deliver the necessary improvements faster.
The aim of our digital marketing activity is to both build long-term awareness and advocacy of our brand, and encourage online traffic to convert into a sale. Working with Mint Design, a brand and digital marketing agency, we have developed a comprehensive strategy that guides all digital marketing activity.
Our strategy is guided by the following principles:
We activate our strategy by utilising a range of paid and unpaid digital marketing channels, and apply best-in-class performance monitoring to ensure our efforts are optimised. With a digital-first approach we know that material growth can be achieved by:
We have applied for trademarks in New Zealand relating to our name, logo and emblem. We are yet to take this step internationally but the majority of offshore markets apply a first-to-use trademarking system that gives us protection based on our NZ registrations. The necessity of international trademarks will be considered further as new markets are explored.
Additional intellectual property is held in the formulation of our paints. The unique method for producing our paints has been developed and refined over the last five years by our manufacturer and his team, and is wholly owned by Natural Paint Co. Our manufacturer is a 7% shareholder in Natural Paint Co and we have exclusive rights to the production of all products.
We aim to source ingredients as locally as possible and purchase fair trade goods whenever we can. All Manuka Oils are sourced from growers based in the upper North Island, while we source our high- coverage Titanium Dioxide from various ethical importers based on spot pricing. Our China Clay is imported from Devon, England.
Our contract manufacturer is based in the North Island and holds responsibility for the production of all base products. We bulk-ship from the North Island to Christchurch where our sales and warehousing team takes responsibility for tinting, mixing and distributing all finished products to customers.
While we currently only require the production of 2,000 litres of paint per week, we have the capacity to produce more than 35,000 litres. We can increase this to well over 70,000 litres per week without needing to invest in additional machinery, which is sufficient production capacity to deliver the sales volumes forecast through to FY23.
Our 180 sqm warehouse in Christchurch is fit for purpose based on current sales volumes, but we have budgeted to upgrade to a 700 - 900 sqm facility within 6 months, which will enable us to more efficiently store and fulfil the $7.2m of orders we have projected in FY23.
We have implemented a number of steps to reduce the environmental impact of our production process. We are actively reducing waste wherever we can and have created our products to be fully compostable. We have a paint recycling programme where unused paint can be returned to us to be redeveloped into new paint and subsequently re-sold at a reduced price, or donated to community groups in need. Additionally, we are working on transitioning all of our paints and oil packaging to be manufactured from 100% recycled plastic; a New Zealand first. The specific plastic used in this initiative is Type 5, the most readily recyclable plastic in use, allowing our recycled packaging to be recycled again after use. This will conservatively result in diverting 5 tonnes of single use plastic away from landfill in FY22.
We operate as a lean team of four full-time equivalent employees (FTEs), with a flat management structure. James and Grace are present in the Christchurch head office most days, overseeing the timely processing of customer orders and ensuring quality. We plan to expand our team to 10-12 FTE by the end of FY23.
Retail consumers served by our e-commerce channel account for around 80% of revenue (FY21). These customers typically have the following attributes:
Trade customers represent around 20% of revenue (FY21). While the decision to use a Natural Paint Co product will be made by a specifying architect, developer or homeowner the sales interaction is often with a builder or painting contractor who will typically have a strong preference for a particular paint brand based on prior experience. It is therefore not uncommon for a contractor to influence or alter the choice of paint used on a given project and it is for this reason that growth in the trade channel relies on having positive relationships with all stakeholders in the value chain. Customer attributes in this channel include:
Residential property developers often dictate the products used on their buildings and are increasingly aware of expanding trends in sustainability and wellness. Our health and environmental credentials allow us to appeal to developers looking for a solution to these growing customer demands. We have formed relationships with several large-scale developers and plan to expand our focus on this customer group over time. For example, Brooksfield Living has specified our paint systems in all of their 200 new builds in Christchurch during FY22.
Local and central Government agencies are also influencing purchasing decisions towards healthy, natural products. We have obtained status as a certified social enterprise and are recognised as an impact provider in the NZ Government’s Social Procurement program. This gives us favourability in a wide range of government-led contracts, including those relating to the build or renovation of hospitals and schools. Our social enterprise status is unique in the paint industry and gives us an advantage at a time when sustainable procurement is becoming a greater focus for large public sector projects.
Painting contractors are small business owners, whose primary motivation for choosing a product often comes down to a combination of cost, familiarity and rebate. Because of this, painters are often strongly loyal to a particular paint brand. In order to grow our presence with these customers we need to influence homeowners to specify our paint and then provide support to contractors to ensure they have a positive experience. We don’t offer rebates but instead have an opportunity to convert painters and contractors on the basis of cost (given our paint has a higher coverage rate) and the positive health impacts. While converting these customers is challenging, they often become loyal advocates for our products following their first use, and we have received overwhelmingly positive feedback regarding the performance of our products.
Absolutely love it that there is finally an amazing, NATURAL, safe and top quality range of NZ made paint! It really has a beautiful finish for the residential homes, interior and exterior, beautiful wood stains, all of it!
Tim - AMS Painters, Christchurch
The global paint and architectural coatings industry, which includes interior and exterior commercial and residential paints and oils, is reported to be worth US$70b1.
The industry is expected to reach US$99b by 2024, representing a CAGR of 4.8% from 202019. The construction industry is the largest driver of demand for paints and coatings, representing 40-50% of total consumption globally20 and is expected to grow strongly at 5.6% CARG between 2020 and 202721.
The growth of safe and environmentally-friendly paint products represents an emerging disruptive force within the construction industry. Research suggests the “green” products segment makes up around 23% of construction industry sales, including paint and coatings. The share occupied by environmentally friendly paints is expected to increase to 28% by 2027, growing at a CAGR of 6.5%22. Comparing this growth to the 5.6% CAGR of the overall paint and coatings market, it is clear that the green paint segment is growing faster. This growth is only expected to accelerate, driven by global trends in environmental sustainability, and health & wellness.
The awareness of health impacts and demand for safe and environmentally-friendly products is most pronounced in developed countries. In New Zealand for example, 71% of people actively research the sustainability of a brand before purchasing23, and 72% of consumers in North America, Europe, and Asia say that they are buying more environmentally friendly products then they were five years ago24. Capturing a share of this expanding segment represents a sizeable opportunity for proven and scalable early entrants like Natural Paint Co.
The New Zealand market for paint and coatings is large and consumer expectations are driving an increased focus on environmental protection and health.
Total New Zealand sales of paints and coatings is expected to exceed $720m in 202112, having grown from $500m in 200613.
According to IBISWorld, the country's construction activity is anticipated to recover from the effects of the Covid-19 downturn, with capital expenditure on construction forecast to increase over the next five years, which will in turn drive growth in paint sales. The market currently has an estimated 50% split between retail and trade sales, but this mix is changing as consumers focus less on do-it- yourself (DIY) efforts in favour of utilising contractors.
In contrast to the temporary dip in construction activity driven by Covid-19, the renovation market has performed strongly. Restrictions on travel, and lock- down confinement have resulted in a near 30% boost in home improvement projects in November 2020 compared to the same time in 201914, and 44% of people intending to spend on home improvement projects, compared to 37% pre-Covid-1915. IBISWorld also reports an expected increase in NZ household discretionary income over the next five years will further buoy renovation and home improvement projects.
The natural or green paints segment of the market is benefiting from the macro trend within New Zealand towards environmentally-friendly, healthy products, particularly products used in homes. A recent Consumer NZ survey found that between 2018 and 2019 there was a 4% increase in the number of people concerned about environmental pollution, and 3% growth in the number of people who actively consider what a product is made from, a concern now shared by 54% of the population. Our brand and products have been specifically designed to capitalise on these trends.
The Australian market is estimated to be worth $1.8b.
Although the industry as a whole has experienced -2.2% CAGR since 2015, the demand for eco-friendly products is projected to help return the industry to growth in the coming years16. We have closely observed the launch of a direct- to-consumer paint brand in Australia targeted towards millennial consumers. This business has achieved AUD$2.2m revenue in its first year of trading suggesting there is strong familiarity in that market with completing major purchases like paint online. As we consider international opportunities, the experience of this business is helping to validate our online-first model while the lack of a dominant natural paint provider makes Australia an attractive target.
The $12b paint and coatings market in the USA is expected to grow at a CAGR of 4% from 2019 to 2025, reaching US$15b17.
The wider home improvement industry in the USA is expected to grow from US$407b in 2019 to US$510b in 2024, a CAGR of 4.6%, partly driven by Covid-19 lockdowns.
Additionally, Globe Newswire has identified the growth of artisanal paint companies aiming to reinvent the paint buying experience with direct- to-consumer approaches, and the rise of green chemistry as key factors supporting continued disruption in the US paint industry. Companies like BackDrop and Clare are innovative paint businesses offering easy to use e-commerce platforms and efficient consumer support, turning the retail focused paint market on its head. These companies are proving that our proposed operating model works well in the US market but more research would need to be completed into the consumer appetite for natural paint products before this market can be validated as an expansion target.
The Chinese paint market is expected to grow at a CAGR of 6% until 2026, a substantially higher rate than the global market.
The Chinese market for interior paint alone is forecast to be worth US$11.4b in 2027, having grown at a CAGR of 7.5% since 202018. Although not an immediate priority, with its strong preference for healthy products and affinity for products from NZ, the Chinese market represents a promising long-term opportunity for Natural Paint Co.
The New Zealand paint and coatings market is highly competitive and share is concentrated around three competitors who account for around 95% of the market.
Dominant competitors largely produce their products in New Zealand and rely heavily on retail sales through a network of owned premises and distributors. While production barriers to entry remain high, the growth of e-commerce is enabling new entrants to access customers without costly distribution channels.
The natural paint segment in New Zealand has been largely ignored by the market leaders and their focus has instead been on marketing low-VOC eco-paints. As consumer awareness of the harmful effects of chemical-based paints continues to grow it is likely that market leaders will need to focus more on chemical-free solutions. However, brand inertia and a long heritage in the chemical industry makes the shift to natural paints difficult for incumbents.
We hold a strong leadership position in the natural paint segment and have a clear first mover advantage. Our relationship with our manufacturer has enabled us to secure a scale of production that most small players cannot achieve and we are able to capture market share through our efficient e-commerce channel. When compared to other brands, we claim one of the highest coverage rates because we use a very high volume of Titanium Dioxide in our paints. This means in most cases a painter can apply two coats of our paint to achieve a result similar to using three coats of a competitor’s product. Similarly, the durability of our products is supported by our use of high-quality, natural resins that ensure washability and longevity.
Our goal has always been to create natural, plant-based paints and oils that are free from harmful chemicals, without compromise. We’re proud of our high performing range of 100 colours of interior and exterior paints and stains, and we hold some clear competitive advantages:
I love your paint - what a fabulous product. Best paint I have ever used. Coverage wow, consistency wow - all round excellent quality and it even smells good too.
Georgia Mugan, Christchurch
Cannot recommend Natural Paint Co enough. The paint is of incredible quality and Grace and James are equally incredible to work with. They are passionate about their product and the value of it being aligned to help the planet and people! If you're looking for paint look no further!
Bridget, Bead & Proceed, Christchurch
We absolutely love Natural Paint Co at Innate Furniture and exclusively use their products for all of our furniture because we love to look after the health of our staff, our customers, and our beautiful planet :)
Innate furniture, Christchurch
We have pioneered the natural and alternative paint market in New Zealand and maintain leadership.
Customer feedback is strong and we have been able to achieve year on year growth of over 50% since inception. With revenue of over $708k in FY21, our current share of the wider New Zealand architectural coatings market is around 0.1%. Our key priority is to capture a greater share of the NZ market and we have forecast to achieve 219% compound annual growth (FY21-23). We see a clear pathway to delivering this growth, which would see us capture around 1% of the New Zealand market in FY23. A number of strategic opportunities will continue to be explored in order to materially grow our market share beyond the end of our forecast.
Our growth strategy is focused on lifting brand awareness and sales in our direct-to-consumer channel by expanding our digital marketing efforts, while also materially growing sales in our trade channel. We also plan to complete a pilot to test the viability of entering the Australian market and will make a number of changes to our facilities and warehousing in order to create efficiencies to support future growth.
We will continue to focus on digital marketing and the effectiveness of our website as an e-commerce platform. Our marketing plan includes both campaigns to grow awareness and leads, and campaigns that will enable us to convert online sales at a higher rate. To support this plan we intend to:
Trade sales represent 20% of total sales volume in FY21 and we plan to increase this to 25% by the end of FY23 in order to capture a greater share of the $250m trade segment. We will achieve this by:
The necessary improvements in our facilities and warehousing will include:
Shortly after this capital raise closes we will commence a targeted entry in the Australian market. Over the last 24 months we have sent occasional deliveries to customers in Australia, who have found us because they cannot find a suitable option locally.
Our FY22 pilot in Australia will rely on our existing manufacturing and distribution capabilities in NZ, and leverage our strengths in ecommerce and digital marketing to quickly gauge customer appetite in key East Coast geographies.
The groundwork of this trial has been laid, with an Australian customer service line and international domain name important for SEO performance) already established. Our first step will be to deploy a dedicated marketing spend of around $5k per month focused on affluent East Coast cities, and this marketing spend will be scaled if a positive return on investment is achieved. As Australian sales scale up, we will monitor operational efficiency, and consider establishing an Australian distribution center as appropriate.
This exercise will provide valuable insights to inform our expansion strategy as we consider entering markets like China and the USA.
This growth plan is designed to address the biggest opportunities for our business over the next two years and, while we know a number of other opportunities exist to drive additional growth, these are likely to be a focus of our next capital raise in the middle of FY23.
Covid-19 has strengthened our leadership in direct-to-consumer sales. With an existing focus on e-commerce, we were able to continue trading throughout levels 1-3 of New Zealand’s Covid-19 lockdown. Web traffic grew 73% in Q2 of FY21 and sales lifted by 140% (compared to FY20) as a result of consumers refocusing their spend on home improvements and at-home entertainment instead of travel and other out-of-home experiences.
This widespread normalisation of online shopping occurred globally and we believe it will continue to benefit businesses that leverage the potential of e-commerce and digital marketing.
James and Grace are currently Natural Paint Co’s only Directors. We recognise the importance of establishing a wider governance group that includes Independent Directors and with input from our advisors, we will appoint at least one Independent Director within six months of the completion of this capital raise. The remuneration of Executive Directors will not be adjusted until after the appointment of an Independent Director.
All financial projections contained in this document are based on our best assessment of future financial performance and assume that we successfully raise $1.2m of new capital this year. The assumptions on which the projections were prepared may prove incorrect and actual results may vary significantly.
The company’s total sales across all channels are forecast to grow from $708k in FY21 to $7.2m in FY23, representing CAGR of 219%. Growth is primarily driven by expanding the company’s share of the NZ paint market from c.0.1% to 1.0% by increasing sales volume in both e-commerce and trade channels. We have assumed an average revenue per sale of $254 and forecast this to increase by 2% per year, in line with inflation. Trade sales are forecast to make up 25% of total revenue by FY23, increasing from 20% in FY21.
We have built an extensive digital marketing model forecasting both cost and conversion factors for the next two years. It is assumed that our mix of website traffic will adjust in favour of high converting, cost efficient channels such as email, organic and direct while channels such as paid search and paid social media will reduce as a proportion of traffic and conversion. Our overall conversion rate is expected to improve from 2.8% in FY21 to 4.4% in FY23 as a result of ongoing improvements in both traffic quality and website user experience. We have not assumed any revenue from our pilot into the Australian market, given it is exploratory in nature.
Gross margin improves from 48% to 54% between FY21 and FY23 as a result of scale efficiencies achieved by increasing our production volume, particularly in relation to enabling our manufacturer to bulk-purchase raw materials. We have also forecast a modest consumer price increase from FY22.
The cost-per-click for paid website traffic is assumed to increase consistently by 15% and 13% YoY for paid social media and paid search respectively. These increases reflect historic performance and wider media industry trends. The agency cost of media management and strategic support accounts for 30% of overall digital marketing expenses.
Projected overhead expenses are based on historical figures, adjusted to reflect additional people and operating costs required to execute our business plan. The bulk of our non-marketing cost increases over the two years relate to the expansion of our team, with seven additional staff projected to join during FY22 and FY23 to support growth. We have also assumed an increase in leasing and operational expenses to reflect our need for a larger facility and expanded production capacity in order to fulfil orders.
All e-commerce sales are assumed to be collected at the time of purchase while revenue from trade sales is assumed to be received 20 days after it becomes due. Accounts payable are to be settled within 30 days of month end.
Valuation of the company before funds are invested
Amount required for the offer to be deemed successful
The maximum amount the company is looking to raise
Percentage of the company offered at the minimum target
Percentage of the company offered at the maximum target
The cost of each share
The minimum investment amount for this offer
See the Subscription Agreement for details
Natural Paint Co may have rights to shorten or extend this end date
We are seeking to raise $1.2m of new growth capital.
We require additional capital in order to take advantage of opportunities to expand our share of the total market in both e-commerce and trade channels, to support working capital requirements and to explore off-shore marketing opportunities.
We reserve the right to accept over subscriptions of up to $0.2m as part of this capital raising round and we expect to complete a further capital raise in the middle of FY23.
The existing shareholders of Natural Paint Co, having regard for the significant market opportunity and positive prior trading, have set the pre- money valuation for investment in the business at $4.3m.
The valuation has been determined by considering a combination of historical performance and the growth opportunities available to this business, and represents a 1.95x revenue multiple applied to an average of FY21 and FY22 (forecast) revenue.
The valuation is influenced by the following considerations:
Natural Paint Co is offering up to 21.82% equity based on the funding target of $1.2m and a share price of $4.00.
The following table summarises the projected sources and uses of cash, based on us successfully raising $1.2m of new capital. Key uses of cash include:
We are offering ordinary voting shares (Ordinary Shares) in the holding company NPC Holdings Limited. The Ordinary Shares, ranking equally with all other shares on issue, are to be issued to Snowball Nominees Limited (“Nominee”), who will hold legal title to those Ordinary Shares on trust for the relevant beneficial owner of those Ordinary Shares (i.e. the investor). Further detail on why we have chosen to use a Nominee is described under the heading “Nominee Shareholding Structure” below.
Holders of Ordinary Shares have:
Holders of Ordinary Shares are also subject to drag and tag along rights (as set out in the Shareholders’ Agreement).
The Subscription Agreement, Shareholders’ Agreement and Constitution set out other terms that will apply to a shareholding in Natural Paint Co. You should read these documents before subscribing for Ordinary Shares under the Offer.
We have no plans to pay dividends to shareholders. Our plan is to reinvest all profit into further growth and expansion in order to support capturing larger value in the future.
We plan to deploy a strong growth strategy over the next 3-4 years to position the company for a trade sale. We believe our strategy and approach will provide excellent returns for all investors.
We intend to use Orchestra’s Share Registry service.
We are making use of a nominee shareholding structure to simplify the share register. The Ordinary Shares being issued by Natural Paint Co will be issued to the Nominee, who will hold legal title to those Ordinary Shares in trust for the relevant beneficial owner (i.e. the investor). The full terms on which the Nominee will hold the shares are set out in the Nominee Deed Poll (which forms part of the Offer Documents).
In broad terms, the Nominee must:
Under the Nominee Deed Poll, each beneficial owner indemnifies the Nominee against any losses, damages, costs, actions, proceedings, claims and demands that may be made against or incurred by the Nominee as a result of it holding the Ordinary Shares under the Nominee Deed Poll (unless the Nominee has been fraudulent or grossly negligent).
James Mount and Grace Glass currently own 93% of shares in NPC Holding Limited, with the remaining 7% owned by our Manufacturing Partner. On completion of the capital raise, new shareholders will be included within a nominee vehicle managed by Snowball Effect. Requests to be individually named on the company’s shareholder registry will be considered on a case by case basis. The final shareholder structure may vary due to the actual amount raised and rounding of individual allotments.
Remuneration of current and future executives and team members will be reviewed and agreed by the Directors to ensure it is market- driven and reflects individual performance. The remuneration of current Executive Directors will not be adjusted until after the appointment of an Independent Director.
We will consider issuing share options to key staff as a means of retaining and motivating employees. The options will be on fair and reasonable terms at the time of issue as determined by the Directors. Under the Shareholders’ Agreement, the Directors have the right to issue such employees options up to 5% of the total shares on issue at the time that the ESOP plan is established.
We plan to raise additional funds around 18 months after this first funding round. However we may elect to raise additional capital sooner in order to accelerate growth plans or take advantage of other opportunities that will increase investor value.
There are no past or current litigations or disputes known to the Directors or Management.
We intend to keep our investors updated through:
Snowball Effect charges a fee, if a company successfully reaches its minimum funding target, of the greater of $25,000 or 7.5% of the funds raised.
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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It's crucial for you to understand the characteristics and risks of this investment opportunity. New Zealand law normally requires people who offer financial products to provide in-depth information to investors before they invest. The usual rules do not apply to offers by companies through Snowball Effect. As a result, you may not be given all the information you need to make an informed decision. Investing is risky. Some of the key risks include loss of capital, illiquidity, lack of returns, dilution, loss of key people and customers, and lack of control. You should only invest money that you can afford to lose.