Thursday 11th October 2012
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Moa Group will pay $1.6 million for the boutique brewer to raise $15 million and list on NZX.
Offer documents released on Thursday reveal interest-free-loans to directors and management to buy shares and a $240,000 fee paid to Business Bakery for the services of chief executive Geoff Ross.
Sex is being used to sell the company as well as the product with pictures of young women in skimpy outfits drinking from beer bottles used to illustrate the offer document.
The company is forecasting losses and will not pay dividends for the period covered by the prospectus. Revenue is expected to double between 2013 and 2014.
Gross proceeds of $15 million are expected from the sale of 12 million shares, or 50.54 percent of the company, at $1.25 each. The minimum application is for $1,500 worth of shares.
The offer opens on Oct. 19 and closes on Nov. 8. The company will list on Nov. 13. Oversubscriptions can increase the amount raised to $16 million.
Once the money is raised the company will then pay float costs of $1.6 million, including for NZX firm brokerage and commission fees, NZX listing fees, share registry costs, legal fees, accounting fees, advertising and other costs.
The company expects to invest $6.1 million to build a new brewery.
The documents also detail limited recourse loans for the purchase of $1.1 million of redeemable shares under the offer issued at the offer price by Ross, and details $525,000 of similar arrangements for other employees.
Ross was the founder and chief executive of 42 Below, which was a listed company for three years prior to its sale to Bacardi in late 2006.
The redeemable shares vest subject to the share price performance test and Ross remaining with the firm for three years.
There are also $400,000 of non-recourse loans to the independent directors for the purchase of redeemable shares under the offer.
The company is being marketed to investors as a growth stock.
"Moa is a growing super-premium craft beer and cider brewer with a short operating history," the prospectus says.
"Moa is currently a loss-making entity; it is not anticipated to make a net profit in the near term as the business invests in growth.
The document also says that while revenue growth over the past two years has been substantial in percentage terms, that increase is from a low revenue base and revenue cannot necessarily be expected to increase at the same rate in the future.
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