THINK BIG! OWN A SHARE OF A SPIRITS COMPANY. BE RON

Transcription

THINK BIG! OWN A SHARE OF A SPIRITS COMPANY.
BE RON JEREMY’S BUSINESS PARTNER.
Part A | Own a part of Ron
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DISCLAIMER
THIS INFORMATION IS INTENDED ONLY FOR
RECIPIENTS WITHIN THE EUROPEAN ECONOMIC AREA
AND IS NOT A PUBLIC OFFERING OF SHARES.
This information is not an offer for sale of securities outside the
European Economic Area. This information is only directed at (a) persons
residing within the European Economic Area and who are qualified
investors (registered in the relevant national register of qualified
investors) or (b) other persons to whom it may lawfully be
communicated. The Shares have not been, and will not be, registered
under the Securities Act of the United States and will not be offered or
sold in the United States, except on the basis of applicable exemptions
from registration (such as the JOBS Act of 2012).
These materials and the information herein are provided in connection
with a restricted subscription offer and do not constitute a public offer
or an invitation to make offers or to purchase, sell, exchange or transfer
any securities, and do not constitute an advertisement of securities. The
information is not for release, publication or distribution, in whole or in
part, in or into any restricted jurisdiction.
We specifically note that any financial information presented herein
may not be indicative of future performance or results.
copyright 2012 – One Eyed Spirits Holding Oy
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RON de JEREMY
crowd
investing
Part A
Part B
Part C
Part D
Own a part of Ron
Risk factors
Terms and conditions of the Share Offer
Additional information
Important
Potential applicants should not only read the
summary when considering an investment in
Ron de Jeremy, but should read the whole
of this document and documents included by
reference.
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INTRODUCTION TO RON de JEREMY.
Most great ideas start in a bar. Some end up there too.
Best of all, this story is true. We were sitting in
a bar in Amsterdam and saw a poster on the wall
for some obscure rum brand. It had a picture of
the bottle and brand name Ron de something.
Then we met another legend. His name is Francisco
“Don Pancho” Fernandez. He is a 74-year old, Cuban
born and trained Master Blender of the highest pedigree and the genius behind Ron de Jeremy rums.
We burst out laughing realizing Ron is the Spanish
word for rum. There is Ron Zacapa, Ron Rico, Ron
Abuelo, Ron Bacardi...
And who is the biggest RON in the world –
Ron Jeremy! Well, he is not just BIG, he is actually
HUGE. Larger than life!
Pretty stupid. Pretty funny. Pretty recognizable
across the world. Hey, we thought, all great
building blocks for a successful brand! We were
excited and started crafting the brand immediately.
After a few more drinks, the bottle layout and
marketing plans started to take shape. We got
intoxicated…on the idea!
Now, two and a half years after meeting Ron
Jeremy, the Ron de Jeremy rums are in 15
countries. They have won a bunch of awards, most
recently a Gold medal at the International Rum
Conference in Madrid and Gold for Reserva and
Platinum for Spiced at the SIP Awards in California.
And we barely have time to go to a bar anymore.
So welcome to Ronland.
We’re glad you’re here!
Cheers,
A little later we contacted Ron Jeremy and met him
in Los Angeles. He said: “You know, I’ve been in
business for 35 years and nobody came up with
this idea Let’s do it!”. So we did.
Olli Hietalahti
Jouko Laune
Co-founders One Eyed Spirits
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INTRODUCTION TO THE OFFER.
Own a share of a spirits company. BeRon Jeremy´s business partner.
One Eyed Spirits AB owns the exclusive global perpetual rights
to represent Ron Jeremy in the alcohol category and a nonexclusive right to market and sell related merchandise. That’s
all types of alcohol, not just the rums we are currently making.
And we would like you to be part of the fun.
We already have a good network of investors and have
always received a lot of interest from potential investors.
“Hey that’s cool, how can I get in?” To answer that question
and to lower the minimum investment from € 50 000 to
€ 3 000 and less, we have created the RON de JEREMY
Crowd Investing Opportunity. Crowd investing, or crowd
funding, simply means a larger pool of people have the
possibility to invest in ideas that they believe in. Exciting
ideas and start ups are no longer reserved to institutions or
individuals with very deep pockets. They are also for you.
Of course, we are not talking about an ordinary run of the
mill boring investment here. This one has some cojones.
It is something bigger. You have a unique, once in the
lifetime chance to be a part of something legendary. You all
know Ron Jeremy and his legacy. So think BIG. Be a part of
something big!
OWN YOUR OWN BOOZE. How cool is that? Walk into
a bar and order your own rum. “No, not Bacardi, I’d rather
have my own.” “What are you guys drinking? Oh, well I’ll
have some of mine.” Yes, being part of any spirits brand is
cool but when Ron Jeremy is involved the experience rises to
a whole other level.
After all, you are now Ron Jeremy’s business partner. You
will not only own your booze, you own lifetime bar bragging
rights. Trust us, we know what we’re talking about on this
one.
As business partners go, Ron Jeremy is probably one of the
coolest ones in the planet. Can you imagine a shareholder’s
meeting with him? Yeah, we know what you’re thinking.
Besides that, he is one of the funniest and friendliest guys
you’ll ever meet. And meet him you will if you become an
owner of RON de JEREMY brand.
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SO WHAT DO WE NEED YOUR MONEY FOR?
Simply speaking, to grow bigger and bring RON de JEREMY
to as many people as possible across the world. To bring
RON de JEREMY to you! To your friends! Or as marketing
people say, to penetrate as many markets as possible (pun
intended). This requires money. We are a small player in a
market dominated by large, faceless multinationals. We are
competing with the big boys like Bacardi and Diageo who
can buy their way into bars and liquor stores and the hearts
of customers, so we need help from guys like you.
cool RON de JEREMY merchandise. Speaking of which,
there are some pretty neat things coming out soon. These
shares entitle our shareholders to business partnership with
a legend, lifetime bar bragging rights, potential dividends,
potential capital gains if One Eyed Spirits is sold, and a great
rewards program depending on the amount of shares you
subscribe in the Offering. The more shares you purchase, the
better the rewards. Not to mention the soon to be legendary
shareholder meetings with Ron Jeremy.
So the questions to ask yourself:
Market expansion PLANS
- US: In 2012 we opened 5 new states in the US: Florida,
California, Massachusetts, Rhode Island and Tennessee
- In 2013 we aim to enter 15 new states
- Rest of the World: In 2012 we will have Ron
de Jeremy rums available in 20 importing countries
- In 2013 we aim to have RON de JEREMY available
in total 30 importing countries
Expanding to new markets requires building and maintaining
adequate inventory, creating marketing materials, hiring and
motivating a sales team and, of course, marketing actions to
gain consumers’ mindshare. As you can imagine, the RON de
JEREMY brand and Ron Jeremy himself create a lot of free
buzz and publicity. Thus we rely heavily on social media
instead of traditional bought (i.e., expensive) media.
Nevertheless, creating relevant social media content and
running on-going digital campaigns and dialogue requires
capital. In addition, when opening new markets we may need
to supplement social media with a boost from traditional
media.
- Ever wished you owned your own booze brand?
- Want to know what it is like to buy your own rums
in a liquor store?
- Want to know what it feels like when you lean over
the bar counter and point at the shelf and say
“I’ll have some of my own.”
- Want lifetime bar bragging rights in bars across the globe?
- Want the opportunity to buy our limited edition
rums before they go on general release?
- Want to share in the potential future growth of
RON de JEREMY rums?
- Want to share in the potential future gains of
selling One Eyed Spirits to larger companies?
- Want to be a partner with Ron Jeremy? Friends even?
“I have to say I’m impressed,
this is definitely my new
favorite rum and I can’t wait
to see this at the bars.”
We are on a mission to bring the RON de JEREMY brand to
as many people as possible. Everyone should have the right
to taste the award-winning RON de JEREMY rums and wear
- Feisty Flies blog
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RON JEREMY
a Global
Pop icon
In numbers:
“Let me tell you one
thing about Ron Jeremy.
We got all the world’s
most famous rock bands
here. And they ask for
His autograph.”
- Tony Vescio,
Manager, Rainbow bar & Grill,
the sunset strip, L.A.
Ron Jeremy. The one and only. The man who
taught you all you know about, you know. The
most famous global male adult entertainment star
of all time.
- Over 13,000,000 Google hits
- Over 600 fan groups on Facebook
- Over 75,000 people in the official
Facebook fan group
- Over 10,000 unique Youtube videos
- Appearance in recent LMFAO video
with approximately 300 million views
From a brand building perspective, Ron Jeremy is
the perfect marketing platform. The story is ready
and the audience is waiting. We don’t need to
invent the brand or fabricate a “back story.”
We have the legend!
This is a perfect story for social media and
the blogosphere and magazines craving for
interesting, sexy content. The product has and
will continue to create huge talk value in celebrity,
lifestyle, marketing, alcohol and sex related blogs.
People love to spread the word about Ron Jeremy
and RON de JEREMY rums.
Ron is a world wide cultural icon like Elvis or
Madonna. Unlike any other adult industry star Ron
has become a global cross-over star appearing in
movies, over 30 MTV music videos, talk shows and
reality shows.
His biography was a New York Times bestseller.
The documentary of his life has been shown
worldwide. Basically, he is recognized across the
globe.
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Two legends
Ron
& Don
When we started RON de JEREMY, many people
said it doesn’t matter what you put in the bottle,
it’s going to sell thanks to Ron Jeremy. We
thought, yeah, maybe the first bottle but we
wanted people to come back for more. So we
figured, a great concept needs to be backed with a
great product. Boy, were we right about that.
around the world. Along the way, he learned
the ways of vodka making in Poland, whisky
production in Scotland and wine making in
France. These skills have added to his personal
touch and have enhanced his final products. At
this point in his career, he was in charge of various
Cuban distilleries and Cuban breweries.
RON de JEREMY rums are hand crafted by another
Legend, 74-year old Francisco “Don Pancho”
Fernandez.
In the early 1990s, he worked as a master blender
in Panama and now runs his own distillery there.
Now after a successful 50-year career and at an age
when many are enjoying retirement, he considers
himself in his prime. Every product that has come
out of the hands of Don Pancho has won the most
important beverage industry awards and garnered
rave reviews.
Don Pancho began his career in Cuba working
with his father who was a liquor and wine
merchant. After earning a degree in Microbiology,
he began working in the Cuban Beverage Industry.
The Master of Masters, Don Ramon Fernandez
Corrales, taught him the ways of Carta Blanca rum,
the foundation of developing aged rums.
The recent International Rum Conference and
Rum Tasting Competition in Madrid gives a small
indication of Don Pancho’s talents. He was awarded
the Master Blender of 2011 title and his products
were entered in 6 categories and cleaned up at the
prize table: Gold for RON de JEREMY Reserva,
Double Gold for Panamonte Reserva Preciosa XXV,
Gold For Panama Red, Gold for Debonaire 5, Silver
for Debonaire 8, and Bronze for Alma de Bohemio
Honey Rum.
In the mid and late 1970’s, acting as a Master
Blender for Havana Club and the Director of the
Cuban Beverage Industry, Don Pancho assisted
in the training of master blenders at distilleries
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ron de jeremy
brand is fun but the rum is
seriously good
his own rum!” This is followed by wide grins and
knowing nods. When people taste our rums the
reaction is equally unanimous. “Hey this s*** is
good! Wow, this is smooth!”
“A lot of people will
probably buy RON de JEREMY
because of Ron Jeremy, but
they’ll buy their second bottle
because it’s a quality rum.
Highly recommended”
- Drink Spirits
RON de JEREMY provides a vehicle for the
consumer to make a relevant and compelling
statement about who they are. This is key for any
successful image brand, and highly relevant in most
settings where alcohol is consumed. You simply
are a different person when holding a bottle of RON
de JEREMY than a bottle of a boring white rum.
The RON de JEREMY brand will not please
everybody. Which is perfectly OK for us. The
absence of an indifferent “so what” reaction is
very noteworthy. Consumers either “love it” or
“hate it”, but either way they react strongly to it,
which from a marketing perspective can be a very
powerful situation.
Ron Jeremy is fun, edgy, very social and easily
approachable. The same attributes apply to his
rums. The rums are also of the highest quality with
a premium taste, and highly mixable or perfect
“neat.”
We have the perfect combination of an interesting
“front story” with Ron Jeremy, which creates
instant brand awareness and interest, coupled
with a convincing “back story” highlighting the
premium quality of the product, which gives the
brand both staying power and credibility.
The RON de JEREMY brand receives the same
reaction all over the world. “WTF! Ron Jeremy has
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enhanced with the brand’s unique “Adult Rum”
positioning. As a result RON de JEREMY is one
of the very few spirits brands that combine both
premium quality with edginess.
Most brands in this category lack either one
or both of these qualities. The Premium Edge
category includes recent success stories such as
Cabo Wabo™, Crystal Head™ and Conjure™.
Positioning-wise, RON de JEREMY Reserva and
especially Spiced are similar to brands with a
certain edge and appeal to the young or at least
young at heart drinkers. These brands include,
Captain Morgan™ and Sailor Jerry™ as well as
several brands outside the rum category such as
Jack Daniels™. For a large portion of our target
group, especially the younger adult segment,
Reserva and Spiced deliver more “edginess”
combined with a far superior product.
We see the RON de JEREMY brand as a potent
entry into what we call the “Premium Edge”
segment of distilled spirits. Our image is further
“If you want to buy
something that makes
for a good drink and a
great conversation piece,
you’d be hardpressed
to do better than
RON de JEREMY.”
In the premium rum category the Ron Jeremy
endorsement creates awareness and stimulates
trial tasting. Taste, quality and brand image win
customers away from traditional rum brands like
Mount Gay™, Appleton™, Brugal™,and Zacapa™.
All these brands concentrate solely on fostering
a premium image but lack marketing edge. It is
important to note that while RON de JEREMY is a
premium rum, the brand appeals to a much larger
target group than traditional rum drinkers.
Currently the portfolio consists of RON de
JEREMY Reserva and RON de JEREMY Spiced
rums. Volumes are estimated to be split 70%/30%
between RON de JEREMY Spiced and RON de
JEREMY Reserva respectively. In the future we may
expand to other alcohol categories. We have some
wild ideas!
- Complex Magazine
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DON’T TRUST US.
Trust these guys.
“Gorgeous product. Creamy and Smooth.” 93 points!
– Tasting Panel August 2011
http://digital.copcomm.com/i/49694/113
“This is a great sipping rum!”, Bottom line,
it’s a great rum that’s not afraid to have some fun
– Voda Magazine
http://vodamagazine.net/2011/05/13/
ron-de-jeremy-blended-rum
”I think they’ve got a winner. ”
– Pegu Blog
http://www.killingtime.com/Pegu/
2011/04/01/review-ron-de-jeremy
” All I know is the taste of RON de JEREMY was a
taste I didn’t know I had yearned for all my life.”
– Holy Taco
http://smokesandbooze.blogspot.fi/
2011/04/ron-de-jeremy-rumthe-review.html
“This is a cracking rum, and we have to say, not at all
what we’d expected. A very pleasant surprise, very well
presented, and with individually numbered bottles,
this is sure to become a collectors’ piece in no time flat.”
– Master of Malt
www.masterofmalt.com/rum/ron-de-jeremy-rum/
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“Admit it...
it brings either
a smile to your face
or something’s
wrong with you”
- Undertaking the bar blog, Nov 2011
Spirits blog Proof 66 sums up the RON de JEREMY brand nicely. They
usually taste rums against Bacardi 8. When Ron was on the table things
were different, like they usually are
“…So who won? We can’t say... for the first time in our tasting history,
people were pretty much uninterested in even trying the Bacardi 8.
Not because it was bad (it’s actually quite good) but because everyone
had more fun drinking and talking about RON de JEREMY. The final
summation from the group was, “I want to get a bottle because it’s such
a showpiece in a home bar!” The RON de JEREMY was so good that its
vastly superior marketing power carried the day... it was a win by mob
acclamation.”
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MARKETING & PR
We have invested € 0 on paid media. RON de JEREMY is
the perfect brand for today’s social media landscape: sexy,
controversial yet premium. Ron’s story is so strong that we
can use the owned and earned media to the fullest potential.
A quick Google search of “RON de JEREMY” demonstrates
how much public interest our brand has created and how
quickly this interest spread, even before our product was
publicly available for purchase.
RON de JEREMY has been mentioned in 500+ blogs, dozens
of radio shows and magazine articles and several TV shows.
It is virtually impossible to combine the total exposure but
for example the web episode with comedian Kassem G
generated 1,5 million Youtube views. Appearances in RTL
prime time in Germany, Swedish prime time talk show
Adam live and and Norwegian Big Brother were huge in
those markets.
Lifestyle media: Maxim, Voice, FHM, Papermag,
Viceland, Esquire, Fuse TV, Holy Taco, Trendhunter,
Complex, Voda Magazine, Coed Magazine, Perez Hilton, Pop
Crunch, Uncrate, The Dieline etc.
Spirits media: Imbibe, Proof 66, The Purveyor, Cocktail
Virgin, Drink Spirits, Drink Gal, Cocktail Enthusiast, Rum
Connection etc etc.
Mainstream media: Washington Post, NY Daily
News, Fox, Huffington Post, Zagat, Canadian Business, RTL,
Spiegel, Bild, Village Voice, NRJ etc etc. Dozens of radio
stations. Primetime talk show in Sweden, Big Brother in
Norway.
Ron Jeremy’s official Facebook group has grown from 20 000
to 75 000 and we have the admin rights to promote the Rum.
Twitter and Instagram communities are growing rapidly.
Bloggers continue blogging and buzz keeps buzzing.
RON de JEREMY has been a great success at these and many
other trade fairs: Imbibe Live in London and Tales of the
Cocktail in New Orleans, Rumfest in London and Whiskey
and Beer in Stockholm.
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Lemmy & Ron
Johnny Knoxville & Ron
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RON de JEREMY Reserva
RON de JEREMY Reserva is an exceptionally wellbalanced and smooth 7-year old rum from Panama,
hand crafted by another legend, 74-year old Cubanborn Master Blender Francisco “Don Pancho”
Fernandez.
AWARDS
- SIP Awards 2012 Gold Medal
- International Rum Conference and Tasting
Competition, Madrid 2012: Gold Medal
- UK Rumfest Golden Rum Barrel Awards 2011:
Nominated for Best New Golden Rum
-Tasting Panel Magazine August 2011: 93 points
- UK Rum Masters 2011: Silver Medal
RON de JEREMY Reserva has been aged 7 years in
American oak barrels previously used for Bourbon.
It has the aroma of carefully aged rum, with a
harmoniously balanced orchestra of oak, fruit and
spices.
- Huffington Post: The Best New Spirits Of 2011
It opens up smoothly, showcasing a high level of
craftsmanship. The oak comes through robustly
and satisfyingly, yet gently enough to show hints of
vanilla and raw sugarcane. The finish is elegant and
long.
RON de JEREMY Reserva creates a quality halo for
the brand and allows us to participate in the fast
growing aged rum segment. The Reserva retails
in the US for $29.99, in Europe for €30-45 and in
Australia for AUD 60.
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RON de JEREMY SPICED
RON de JEREMY Spiced is what you would
expect from Ron Jeremy, a bold flavourful
expression delivering on its signature long,
smooth finish. This amazingly smooth rum is
darker and more flavourful than most spiced rums.
With its use of premium rum and a rich blend
of vanilla, cinnamon and nutmeg, RON de JEREMY
Spiced creates a perfect flavour blend that stands
up above the rest in creating the ultimate cola
cocktail.
Crafted for richness, this dark spirit is the perfect
selection for both classics and signature drinks
as it delivers an intriguingly adult message for
serious rum drinkers and novices alike.
RON de JEREMY Spiced is produced in two proofs,
47% abv for the US market and 35% abv for the
European and Australian markets.
The Spiced retails in the US for $14.99-17.99, in
Europe for €20-25 and in Australia for AUD 40.
SIP Awards 2012
Platinum Best of Class
Catering to the palates and opinions of the
consuming public, the Spirits International
Prestige (SIP) Awards present a unique, spiritjudging competition, unaffected by industry bias.
Judges are consumers not spirits snobs, so the
winners are clearly a consumer’s choice.
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ron de jeremy
Merchandise
A cool brand requires cool merchandise. RON de JEREMY
gear now consists of t-shirts, other apparel and accessories.
You can now purchase them online but we are working on
expanding our distribution and introducing more funky
and fashionable items.
In the future the Ron de Collection will include also watches,
sun glasses and other fun merchandise. We’ve got some wild
ideas!
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Nice angle.
RON de JEREMY rum is a new brand. The first bottles of
RON de JEREMY Reserva were sold on March 13, 2011
through the Internet store Drink Up NY. The European
importers and our Australian importer started receiving their
first orders spring 2012. RON de JEREMY Spiced was first
launched in the US in March 2012. The first shipment arrived
in Europe in August 2012 and we already see the Spiced
selling more than Reserva in several markets. 2012 sales will
be approximately 60 000 bottles.
become more widely available as more people will have an
opportunity to get their hands on our rums!
Early results are very encouraging and sales are trending
nicely upwards as shown in the tables below. Consumer
response has been enthusiastic. Due to limited distribution
we unfortunately have not been able to satisfy current
demand and sales or distribution enquiries in many markets.
We expect sales to increase for both products as they
Our marketing expenditures are expected to be lower than
a traditional new spirits brand due to a heavy emphasis
on social media vs. traditional purchased media. Our cost
structure relies on a small paid staff supplemented by the use
of external importers as well as, product development, go-tomarket and logistics specialists.
The RON de JEREMY sales forecast is conservatively
modelled from 2011-Q1/Q2 2012 sales and historical success
of relevant brands sharing a similar edginess and celebrity
factor such as Sailor Jerry rum, Crystal Head vodka and
Conjure cognac. The forecast includes only current portfolio
(i.e. excludes potential future brand extensions).
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RON de JEREMY
Distributor Network
DISTRIBUTOR / IMPORTER
USA: Southern Wines & Spirits (Florida),
Western State Beverages (Southern California),
Ms Walker (Massachusetts, Rhode Island), Best
Brands (Tennessee), direct sales with Park Street
Imports in New York
We are available at many of the
top 50 cocktail bars in the world
For example:
Canada: Spider Beverages (Alberta), Michie
Wines (Atlantic provinces), Simplicity Wines
(other provinces)
Australia & New Zealand: Challenger Beverages
UK: Spirit Cartel
Germany: Selection Prestige
The Netherlands: Bottle Business
Switzerland: 360° Trading
Black Angels Bar (Prague)
Italy: Spirits of Independence
Sweden: Herida Aurum
Finland: Sky Cellar
Norway: Ström
Denmark: Juuls
Czech Republic: S&B Gastro Team
Belgium: Miraflor
Spain: The Water Company
Slovakia: Seldo
Employees Only (New York)
Cyprus: Barcode
St Barth: Absolutely Wine
IN NEGOTIATIONS
Hong Kong, Singapore, India, South Africa,
Middle East, Hungary, Russia, France, Baltic states
INTERNET SALES
Among others Master of Malt, Drink Up NY,
UrUrban Drinks, Bottle Business, Crown Wine
and Spirits, Hi-Times Wines.
Ruby (Copenhagen)
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HOW DO YOU BECOME A
RON de JEREMY RUM OWNER?
In a nutshell.
We’ve done our utmost to make the process
as straightforward and easy for you as possible.
1. First you read this brochure. You have to read also the boring legal
text that will put you to sleep. If you’re still awake and enthusiastic,
you decide to invest.
2. You let us know that you would like to own a SPIRITS brand. Send us
an email [email protected] SAYING how much you would like
to invest.
3. We will send you the agreement to sign.
4. You return the agreement signed to [email protected]
5. You pay the investment TO our account
6. THE BOARD ACCEPTS YOUR INVESTMENT AND You’re one of the owners.
Welcome aboard!
We are offering up to 250 000 J shares for € 4 per share. Shares are offered in the amounts of
250 (€ 1 000), 750 (€ 3 000), 1 250 (€5 000) and 2 500 (€10 000). Assuming all the shares in the
Offering are taken up, the Offering represents 6.56% of the total shares in One Eyed Holding Oy.
YOUR INVESTMENT WILL BE MADE IN ONE EYED SPIRITS HOLDING OY, WHICH IS A
FINNISH COMPANY OWNED BY ALL INVESTORS INCLUDIND THE FOUNDERS. One Eyed
Spirits Holding Oy controls One Eyed Spirits AB and invests your money into operations i.e.
selling the rum and building the RON de JEREMY brand.
One Eyed Spirits AB owns the intellectual property rights to the brand and has two wholly
owned subsidiaries: One Eyed Spirits Oy and One Eyed Spirits Inc. One Eyed Spirits Oy, based
in Helsinki, Finland and One Eyed Spirits Inc, based in Cupertino, California are the operating
companies responsible for selling and marketing RON de JEREMY rums and merchandise.
The Offering ends December 31, 2012. The board withholds the right to prolong the Offering
until June 30, 2013 if it deems it appropriate.
The RON de JEREMY Crowd Investing opportunity is available only in the European Economic
Area. Rest of the world, we’re sorry.
One Eyed Spirits Holding Oy will organize a general meeting once a year. We will send the
invitation to the email address you have provided and post it on our web page. In addition
you’re most welcome to attend the annual Owners’ meeting aka Party with Ron.
If you have any questions regarding the investment, please do not hesitate to drop us a line at
[email protected]. We love to talk about the RON de JEREMY brand.
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ONE EYED SPIRITS STRUCTURE
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This stock
is always
liquid
We are offering up to 250 000 J shares for € 4 per share. Shares are offered in the
amounts of 250 (€ 1 000), 750 (€ 3 000), 1 250 (€5 000) and 2 500 (€10 000).
Here’s your owner’s certificate. As you can see it is signed by
your legendary business partner.
Note. This certificate is not a legal document. It only grants the right to a good life.
.
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NOT ONLY EQUITY BUT ALSO
unique Shareholder only rewards.
You are not only the co-owner of a spirits company and a business partner of
Ron Jeremy. You are also entitled to unique shareholder only rewards.
The more shares you own, the better it gets!
€ 1 000 / 250 shares
- 250 shares RON de JEREMY Rum owner certificate.
- Special owner’s signed t-shirt.
- ID badge to Ronland. Status: Master of Ceremonies.
€ 3 000 / 750 shares
-
-
-
-
-
-
750 shares RON de JEREMY Rum owner certificate.
Signed bottle of RON de JEREMY Reserva.
Special owner’s signed t-shirt.
Special owner’s underwear.
ID badge to Ronland. Status VIP.
Invitation to owners’ meeting with Ron Jeremy.
We will throw one party in Europe and one
in the US. As a VIP Ronland citizen you can
bring your best friend aka PERSONAL
INVESTMENT ADVISOR to the party.
27
NOT ONLY EQUITY BUT ALSO
unique Shareholder only rewards.
€ 5 000 / 1 250 shares
- 1250 shares RON de JEREMY Rum
owner certificate.
- Owner’s 3 litre barrel filled with RON de JEREMY
Reserva.
- Special owner’s signed t-shirt.
- Signed life size card board Ron Jeremy.
- Personalized video greeeting from Ron Jeremy
- Status in Ronland: All Access Backstage Pass.
- Invitation to owners’ meeting with Ron Jeremy.
We will throw one party in Europe and one
in the US. As a VIP Ronland member you can
bring 5 friends aka PERSONAL
€ 10 000 / 2 500 shares
-
-
-
-
2500 shares RON de JEREMY Rum owner certificate.
ALL THE ABOVE
Plus private rum master class from Don Pancho
Plus 30 year old Grand Master limited edition rum
with your name on the label. This is a special blend
available only for the RON de JEREMY Owners
- Status in Ronland: The Grand Master.
We are also extremely excited to accept larger investments and will be happy
to discuss your personalized incentive package. Just let us know.
28
one EYED SPIRITS
premium spirits
WITH A TWIST
The world is full of spirits brands that take
themselves just a little bit too seriously. Boring!
One Eyed Spirits is dedicated to creating premium
spirits that really stand out. We believe having
great tasting spirits is not good enough. It needs
to be accompanied with a truly compelling brand
idea and story.
Our first brand is RON de JEREMY Rum. We have
had a great time creating the idea, nurturing it to a
growing brand and collaborating with Ron Jeremy.
It has been quite a journey.
We are now honoured to be also involved in
creating a rum brand called Origenes (“the
Origins”) with our Master Blender “Don Pancho”
Fernandez.
Don Pancho was so impressed with the success of
RON de JEREMY that he asked us to partner with
him now that he is creating his own rum label for
the very first time. One Eyed Spirits AB owns 25%
of the company behind Origenes. Through your
investment in One Eyed Spirits, you will also own
part of the Origenes brand.
29
GLOBAL TEAM OF EXPERTS
Olli Hietalahti CEO, Board member, One
Eyed Sprits. 15 years of experience in brand
building and marketing communications
including 6 years experience in developing
and marketing alcoholic beverages.
John Gomez Marketing. Plus Consulting
Corp. 25 years of marketing experience. Senior
VP and CMO for Bacardi USA. Marketing and
business development for Bacardi rum, Grey
Goose vodka, Dewar’s scotch, and Bombay
Sapphire gin.
Jouko Laune Chief Creative Officer, Board
member, One Eyed Sprits. 15 years of
experience in brand building and marketing
communications including 10 years
experience in developing and marketing
alcohol beverages.
Britt West Marketing. Founder, Plus
Consulting Corp, 5 years at the Bacardi USA
in marketing and brand management. Brand
Director of Grey Goose.
Jussi Harvela Chairman, One Eyed Sprits.
Over 20 years of successful global venture
capital / start-up experience.
Duncan Hayter Managing Director. High
Spirits, export consultancy for premium spirits
focusing on Europe. 20 years of marketing,
exporting and sales experience. Sales director
and commercial manager for Whyte & Mackay
and Jim Beam.
Luis Ayala VP Rum Creation, Rum Runner
Press. The leading rum consultant in the
world, product development expert, most
published rum author, rum competition
judge.
Bradd Levitan US Sales Director One Eyed
Spirits. 24 years experience in alcohol beverage
industry. Bradd has managed portfolios of
Jim Beam brands, Groupo Campari and Sidney
Frank USA.
Francisco “Don Pancho” Fernandez
President, Alcoholes Y Rones de Panama. 50
years of experience in rum creation and rum
business. Legendary creator of great rums:
Havana Club, Safra 21 years, Panamonte
Preciosa XXV and Origenes
Raul Marmol Marketing. Plus Consulting
Corp. 30 years experience: 14 years at AlliedDomecq, 16 years as Senior VP and CMO
at Bacardi USA leading global marketing
of Bacardi rum, Grey Goose vodka, Dewar’s
scotch and Bombay Sapphire gin.
In addition to these experts we have
enthusiastic importers and their staff
in 19 countries.
B. Joseph Kritzik West Regional Sales
Manager. 25 years in the beverage industry,
including suppliers such as the Hess Collection
Winery, and Coca Cola. 12 years experience with
spirits distributors such as Southern Wine &
Spirits in both Florida and Republic National. Laura Baddish Owner. The Baddish Group.
20+ years of experience from wine & spirits
PR and extensive media network.
Ron Jeremy 35 years of experience in
entertainment industry. Intimate relationships
with adult industry clubs. Extremely
enthusiastic about RON de JEREMY and
willing and able to promote it extensively.
30
HEY, WHAT IF THE BIG GUYS
buy Ron de Jeremy?
Rontourage hits Sydney
We are building the RON de JEREMY brand for the long
term, but you never know what will happen if a larger
company comes along with a large chunk of cash. That
would give us a huge boost in resources and give us a
pathway to larger distribution thus enabling us to faster
fulfill our mission: bring RON de JEREMY to everybody. Give
everybody the chance to taste these award winning rums!
A celebrity-endorsed spirits brand supported by social media
creates a unique opportunity for One Eyed Spirits and our
investors. The global owners of existing liquor brands do
not innovate but rather acquire start-up brands once their
potential is validated in the marketplace. Small independent
suppliers with balls and creative ideas have the opportunity
to build strong brands from scratch. Once a brand gets
traction, it may have large suppliers interested in an
acquisition or investment.
Acquisition prices in the spirits industry are driven by case
volumes. This trend has been increasing with recent
transactions: Sammy Hagar’s Cabo Wabo Tequila was sold
for $ 80, 000, 000 (annual case sales 58,000 9-liter cases),
Bethany Frankel’s Skinnygirl Margarita for $120,000,000
(120,000 9-liter cases), 42 Below Vodka for $90,000,000
(88,000 9-liter cases)…RON de JEREMY is still in its infancy
but it’s encouraging to see that great success stories are
possible in the spirits industry.
So when investing in RON de JEREMY not only will you own
your own booze, and all the fun that comes with it, you
actually have the opportunity of making a financially sound
investment and earning some cash. That’s double the fun.
31
WE’RE GETTING SERIOUS,
and so is the rum market.
Fortunately Ron happens to mean rum in Spanish and not,
say, cordial liquors. Rum has been hailed as the next hot
international spirits category. Globally the rum category
increased 4.4% in 2010. Rum is highly mixable as a cocktail
base, has more exotic associations than Scotch or Cognac
for younger drinkers, has references to glamorous lifestyle,
is relevant to the growing cocktail culture trend and has
potential for expansion to non-core audiences through the
introduction of flavoured and spiced variants.
The markets where rum is growing most rapidly have
a strong correlation with Ron Jeremy’s fan base. Ron’s
strongest following is in North America, Western and
Northern Europe and Australia. All these markets are
growing and attractive rum markets. In addition the RON
de JEREMY brand concept will also attract consumers who
are not interested in the rum segment except for the fact that
Ron Jeremy endorses the brand. Simply speaking, we believe
RON de JEREMY expands the category’s boundaries.
In the US rum is the second-largest distilled spirits segment
behind vodka. Rum grew again in 2011, its 16th straight year
of growth. Rum has grown because the category’s innovation
has captured consumers’ attention. As in many other spirits
categories, consumers are becoming more educated about
rum and discovering more uses for it while rum producers
are introducing new products and programs designed to
boost sales and bring new drinkers to he category. In 2011
the rum consumption in the US increased 3.1% to 26.3
million 9-liter cases.
The trend towards aged premium rums, spiced rums and
the growing spectrum of cocktails is expected to continue
to drive rum sales over the next five years. According to the
Beverage Information Group, total US rum consumption is
projected to grow at a 2.1% compound annual growth rate
from 2010 through 2014, when it is projected to reach a total
of 27.7 million cases in the US (from 25.0 million cases in
2009) and outpace overall US spirits market growth. Super
premium rums have grown 40% in the past six years and are
projected to continue to grow at a rate of 17% per annum
through 2015 in the US.
The large 8,000,000 case spiced rum category is the key
growth driver in the rum category in the US market. It now
represents approximately 40% of the total rum category and
has grown 68% over the last five years. Captain Morgan™
spiced rum is now the third largest-selling distilled spirit
brand in the US marketplace, generating over 6 million cases
annually and newer brand entries such as Sailor Jerry™
spiced rum are growing rapidly.
The core consumers for spiced rum are male entry-level
drinkers (21-24 year olds). This same consumer demographic
is among the most passionate followers and fans of Ron
Jeremy providing an attractive business opportunity to target
with our RON de JEREMY Spiced brand. RON de JEREMY
Spiced also provides a more approachable price entry point
for this demographic group who tend to be price sensitive
at this transitional period in their lives (going to college,
beginning careers, etc.).
Source: 2012 Beverage Industry Liquor Handbook.
FY09-013 Internal category forecast
32
europe is thirsty
for premium and spiced rums.
In Europe rum is a category that lately has been causing
quite a stir in the spirits market. With the category growing
each year, the constant arrival of new brands and the
emergence of a super premium sector, the rum market
continues to develop at a faster pace than many of its
competitors. The top five rum markets in Europe all saw
significant increases in 2010 and total volumes in Europe
have now reached over 22 million 9-liter cases.
Many of the larger rum markets are in Northwest Europe,
where total rum consumption grew at a rate of 4.7% in 2010.
The momentum in the market has been carried forward by
the increasing popularity of flavoured rums, including spiced
varieties. In 2010 the flavoured rum category saw volumes
increase by 38.5%. For example in Germany where the rum
market is flourishing, the flavoured category grew by 51.8%.
The consumer base for rum in Europe continues to grow
year over year, and optimism about the longer-term potential
across all rum segments abounds. One of the powerful
driving forces behind the expansion of the rum market in
Europe has been the growing cocktail culture.
Super premium rums are beginning to take sales from
scotch and cognac across a number of markets. This trend
is most prominent in Spain, followed by Italy, but there is
also evidence of growth in the UK, Germany, France and
Scandinavia. Nevertheless, the super premium rum category
is still underdeveloped and undefined, lacking a clear leader
with high volumes. The category leader Ron Zacapa™ has
very modest volumes (11,000 cases 2009) compared to
category leaders in vodka (Grey Goose™ 3,500,000 cases)
and tequila (Patron™ 1,740,000 cases).
Source: IWRS rum review 2011
33
why
Ron de Jeremy
Rum?
1. DISTINCTIVE IDEA WITH WORLD WIDE APPEAL.
2. IDEA IS PERFECTLY SUITED FOR SPREADING VIA SOCIAL MEDIA.
3. READY AND RECEPTIVE TARGET AUDIENCE.
4. EASY TO GET THE SALES FORCE ENTHUSIASTIC.
5.GREAT MERCHANDISING OPPORTUNITIES.
6. FUN BRAND CONCEPT WHICH SELLS THE FIRST BOTTLE & GREAT PRODUCT QUALITY WHICH WILL DRIVE REPEAT SALES
7. PROOF OF CONCEPT. SUCCESSFUL LAUNCH AND SALES IN SEVERAL MARKETS.
In addition, there are several favoUrable industry dynamics such as:
- Large, recession resilient spirits market. Continued growth in the popularity of rum.
- Attractive industry profit dynamics.
- Acquirors actively seeking the “next big thing.” We believe the brand concept will sell the first bottle but the
product quality and taste will pleasantly surprise consumers
34
A Few words from our
Chairman of the Board
Great to have you here! We sincerely hope you like what you’ve seen and maybe even tasted.
Together with Ron we look forward to having you as our partner. We have done our best to
make the investing process as simple as possible.
Your investment will be made in One Eyed Spirits Holding Oy. The holding company stucture,
has been recommended for ease of operations and financeial and tax optimization reasons by
our lawyers (Bird & Bird, Lexia) and verified by our auditors (PricewaterhouseCoopers), all of
whom are world-class operators.
The investment agreement that you will sign specifies your rights and responsibilities. It is
based on the Finnish corporate law with the sound principle of protecting the small guys.
Larger investors, and us the founders, bear more risks and responsibilities. You are well
protected. That is why we have 2 share classes, R and J shares. The role of our auditors at
PricewaterhouseCoopers is also to protect your interests and ensure that everything is done by
the book.
A few key points about the business agreement. The founders and the R shareholders
have decided early on to drive RON de JEREMY to become a major brand with world wide
distribution. The goal is to develop One Eyed Spirits and the RON de JEREMY brand long term
– bring the rum to every bar and store you visit. We would like to concentrate on selling the rum
and growing the brand instead of shifting papers and paying for administrative work. Hence
you’re in for the long term also and cannot sell the shares before 31.12.2013.
If one sunny day the big guys come and offer to buy the company and we see it makes sense to
help us expand our distribution and give people all over the world a better chance of enjoying
the RON de JEREMY brand, then the holders of R shares can decide to sell. In that case the
holders of J shares such as you must also sell. And hopefully make some money!
As a part owner of the RON de JEREMY brand you will obtain business information that is for
your eyes only. We ask you to honor the confidentiality. After all, you’re part of the club.
I have had great fun working with the team and see RON de JEREMY provoking smiles and
enjoyment around the world.
Welcome to Ronland!
Jussi Harvela
Chairman of the Board
One Eyed Spirits
Part B | Risk Factors
35
RISK FACTORS
OK, we know. This is the boring stuff. The small print that you
should always read. Try not to fall asleep. Have some rum!
An investment in the New Shares is speculative and involves
a high degree of risk. Prospective investors should carefully
consider the risks described below before subscribing for
any of the New Shares. The risks set forth below are not an
exhaustive listing of the risks regarding/facing One Eyed
Spirits Holding Oy and its group companies which all, for
the purposes of this part B, are hereinafter together referred
to as “the Company”. Additional risks and uncertainties may
also adversely impair the Company’s business operations. If
any of the following risks actually occur, the Company’s
business, financial condition, and/or results on operations
could suffer significantly. In such case, an Investor could lose
all or a substantial part of the money paid to subscribing for
the New Shares.
The company is an early stage Company
with limited operating history
The Company has recently launched its business and
therefore, it has only limited experience in determining if its
approach and business model are correct. Accordingly, the
Company is subject to all of the risks inherent in creation of a
new business. Specifically, to be a profitable and scalable
company, the Company must demonstrate that there is
indeed a sufficient demand for distilled spirits products
bearing Ron Jeremy’s likeness. The Company has not yet
fully implemented its plans, and there can be no assurance
that its efforts will be successful in the future.
The Company has only established some of the necessary
functions and systems that are central to conducting its
business. The likelihood of the Company’s success must be
considered in light of the problems, expenses, difficulties,
complications, competition, and delays frequently
encountered in connection with the development of a new
business. The Company is currently generating early income,
and there can be no assurance that the Company will be able
to generate sufficient funds from the operations or be able to
raise sufficient capital to enable the Company to continue
with its business plan, or, if sufficient capital is raised, that it
will be on terms that are acceptable to the Company. Any
factor adversely affecting the production, sale or distribution
of RON de JEREMY product(s) could have a material adverse
effect on the Company’s business, financial conditions, and
results of operation.
Risks with management and personnel
The management team employed to drive forward the
Company may not be as successful as expected, either
because the team was not in place on a timely basis or
because the team was not suitable to the Company and its
business. The completion of the management team may not
be achieved in the timing or at the cost currently envisaged.
The Company’s future success depends to a significant
extent on the services of its managers and directors. If they
were to leave the Company, for whatever reason, the
Company’s business could be adversely affected. There can
be no assurance that, in the event of the resignation, death, or
disability of these managers and directors, a successor could
be found to manage the Company’s operations.
Risks with company brand
It is important that the Company has the ability to maintain
and enhance the image of its existing products. The image
and reputation of the Company’s products may be impacted
for various reasons including litigation, complaints from
customers/regulatory bodies resulting from quality failure,
illness or other health concerns. Such concerns, even when
unsubstantiated, could be harmful to the Company’s image
and the reputation of its products.
Deterioration in the Company’s brand equity (brand image,
reputation and product quality) may have a negative effect on
its operating results, financial condition and prospects.
Risks associated with the general economy
Changes in the general economic climate could have a
detrimental impact on consumer expenditure and on the
Company’s revenue. It is possible that recessionary pressures
and other economic factors (such as declining incomes,
future potential rising interest rates, higher unemployment
and tax increases) may decrease the disposable income that
customers have available to spend on distilled spirits
products and wider on drinking alcohol and may adversely
affect customers’ confidence and willingness to spend. This
could lead to a reduction in the Company’s revenues.
36
An increase in the cost of raw materials or energy could affect
the Company’s profitability. Commodity price changes may
result in unexpected increases in the cost of raw materials,
glass bottles and other packaging materials used by the
Company. The Company may also be adversely affected by
shortages of raw materials or packaging materials. In
addition, energy cost increases could result in higher
transportation, freight and other operating costs. The
Company may not be able to increase its prices to offset these
increased costs without suffering reduced volume, sales and
operating profit.
From time to time, other external issues outside of the
control of the Company may have temporary effects upon the
Company’s profitability. These may include extreme weather
conditions across a large region, transport problems arising
from a worker strike, increases in the rate of inflation,
increases in taxes, significant increases in insurance
premiums, increases in borrowing costs and other statutory
charges or some other unforeseen problem. Performance
outside of the control of the Company of the raw materials
suppliers, distillery or other third parties may cause delays
and adversely affect sales and availability of the products.
Investors should anticipate that such issues could affect the
Company’s ability to achieve revenue targets and maintain
profitability.
Risks associated with the regulatory
framework applicable to the Company
The spirits industry is highly regulated at both national and
local levels. Distilled spirits related importing, distributing
and reselling operations in many countries require licenses,
permits and approvals. Delays and failures to obtain required
licenses, permits or approvals could negatively affect the
Company’s operations.
In many countries government sponsored campaigns
against excessive drinking, licensing reforms relating to the
sale of alcoholic beverages and changes in drinking laws may
reduce demand for the Company’s products and any change
in the sprits legislation in various countries could impact
upon future products which the Company may produce.
Additional financing subsequent
to this Offer
The Company will likely require additional financing
subsequent to this Offer in order to fully implement its
business plan. The Company expects that the proceeds it
receives from this Offer combined with cash flow from
operations will likely be sufficient to fund its operations to
profitability. Once the cost-related barriers to entry into the
marketplace are overcome, revenue is projected to be
sufficient to finance operations and alleviate debt in short
order. No assurance can be given, however, that the
Company will be able to generate sufficient revenue to fund
its operations without raising additional debt or equity
financing. In addition, The Company may encounter
unforeseen costs that could also require it to seek additional
capital. Should the Company raise capital through equity
financing arrangements, the existing shareholders of the
Company including Investors holding New Shares may
experience dilution in their percentage ownership. The exact
amount of capital required depends upon numerous factors,
none of which are within the Company’s direct control. The
Company cannot be sure that it will be able to obtain
additional financing in acceptable terms, or at all. Failure to
obtain such additional financing, if any, could adversely
affect the implementation of the Company’s business plan
and consequently, the value of the Company and the New
Shares.
There is no public market
for this investment
The New Shares are not marketable and their value is subject
to adverse economic changes, rising operating costs and
other associated business and financial difficulties. There can
be no assurance that if it becomes necessary to sell or transfer
the New Shares, a buyer could be found or a suitable
purchase price could be obtained. There is no public trading
market for the New Shares, and it is not anticipated that any
such public market will develop in the foreseeable future.
There are also no plans to seek a public quotation on any
recognized investment exchange or other market for the
New Shares. With no public trading market, it may be
extremely difficult or impossible for an Investor to resell the
New Shares. In addition, there can be no assurance that, in
the event an Investor is able to find a purchaser for the New
Shares, that such Investor will be able to resell the New
Shares at the price such Investor paid for the New Shares
pursuant to this Offer.
37
Immediate and substantial dilution
Investors purchasing the New Shares pursuant to this Offer
will experience immediate and substantial net tangible book
value dilution, because the subscription price will be
substantially greater than the net tangible book value of the
New Shares.
Limitations on Liability of Managers and
Directors
Although the managers and directors of the Company are
accountable to the Company as fiduciaries and must exercise
good faith in handling the Company’s affairs, the Business
Partnership Agreement includes certain provisions that are
intended to limit the liability of the managers and directors.
Therefore, the shareholders of the Company may have a
more limited right of action against the managers and
directors of the Company than the shareholders would have
if there were no such limiting provisions.
consequences relating to the purchase, ownership and future
resale or transfer of the securities being offered by the
Company. In addition to the other material tax aspects of a
subscription for the New Shares, potential Investors should
be aware that (1) the local tax authority may not agree with
all tax positions reflected in any of the Company’s financial
projections given to potential investors; (2) future changes in
tax laws and regulations could result in the reduction or
elimination of tax benefits derived under existing laws; (3)
investors in the New Shares will generally not be able to use
losses and deductions generated by the Company to offset
taxable income derived from other sources; (4) there is no
assurance that the Company will make sufficient cash
distributions to Investors to satisfy income tax liabilities of
Investors resulting from their ownership of the New Shares
in the Company; and (5) sale by an Investor of his or her or
its New Shares or sale or dissolution of the Company could
result in substantial tax liabilities exceeding the cash
proceeds of any such disposition.
Tax Consequences
The Company is a limited liability company. Because the tax
aspects of an investment in the Company are complex and
certain of the tax consequences may differ among the
Investors, prospective Investors should consult their
personal tax advisors in evaluating potential tax
Part C | Terms and conditions of the Share Offer
38
TERMS AND CONDITIONS OF
the Share Offer
Introduction
One Eyed Spirits Holding Oy (the “Company”) will issue up
to 250.000 J-series shares (the “New Shares”) in order to
raise gross proceeds of up to EUR 1.000.000 (approximately
EUR 970.000 net of expenses) by way of this limited offer
(the “Offer”). The Offer is an opportunity for a limited
number of new shareholders (the “Investors”) to apply to
subscribe for New Shares at the issue price (the “Issue
Price”) set out in this offer document (the “Offer Document”)
in accordance with the terms of the Offer.
Upon completion of the Offer, assuming all New Shares are
subscribed for, the New Shares will represent approximately
6.56 per cent of the share capital of the Company. YOUR
INVESTMENT WILL BE MADE IN ONE EYED SPIRITS
HOLDING OY, WHICH IS A FINNISH COMPANY OWNED
BY ALL INVESTORS INCLUDIND THE FOUNDERS. For the
avoidance of doubt it is stated that the Company owns 100
per cent of the share capital of One Eyed Spirits AB.
One Eyed Spirits AB owns the intellectual property rights
to the brand and has two wholly owned subsidiaries: One
Eyed Spirits Oy and One Eyed Spirits Inc. One Eyed Spirits
Oy, based in Helsinki, Finland and One Eyed Spirits Inc,
based in Cupertino, California are the operating companies
responsible for selling and marketing RON de JEREMY rums
and merchandise. These four companies form a group of
companies.
The New Shares to be issued pursuant to the Offer will have
the rights set out in the articles of association of the
Company (the “Articles of Association”) and the business
partnership agreement (the “Business Partnership
Agreement”) that includes terms regarding the ownership of
the Company, organizing and the governance of the
Company’s business as well as on the rights and obligations
of the shareholders of the Company in relation to the
Company and each other.
Each New Share shall have one vote in the annual general
meeting of shareholders’ of the Company. For the avoidance
of doubt it is stated that each R-series share of the Company
has 20 votes in the annual general meeting of shareholders’
of the Company. All shares of the Company have equal right
to profit distribution.
All existing shareholders of the Company have the right to
subscribe for their proportionate entitlement of the New
Shares available for issue at the Issue Price in preference to
any Investors.
A summary of the arrangements relating to the Offer is set
out below. This Offer Document and the Subscription Forms
(as defined here below) contain the formal terms and
conditions of the Offer.
The Offer
Subject to the terms and conditions set out herein and in the
subscription documents including the Offer Document and
the Business Partnership Agreement (together “Subscription
Forms”), potential Investors are being given the opportunity
to apply for New Shares at the Issue Price (payable in full on
application and free of all expenses) with the minimum
number of New Shares which can be subscribed for being
250 New Shares for an aggregate subscription price of 1.000
EUR. The maximum investment shall be 10.000 EUR / 2.500
New Shares, if not otherwise agreed separately by the board
of directors of the Company. The New Shares are offered in
the amounts of 250 ( 1.000 EUR), 750 (3.000 EUR), 1 250
(5.000 EUR) and 2 500 (10.000 EUR).
The New Shares will be issued as fully paid and will have the
rights attached to them under the Articles of Association and
the Business Partnership Agreement. The New Shares shall
not be made available in whole or in part to the public except
under the terms of the Offer.
Conditions of the Offer
The Offer is conditional upon the receipt of Subscription
Forms from Investors by 31 December 2012 (the “Final
Acceptance Date”) for an aggregate of 12.500 New Shares,
raising a minimum of EUR 50.000 (the “Minimum
Subscription Amount”) for the Company, before expenses.
Accordingly, if the Minimum Subscription Amount is not
fulfilled or it is waived, the Offer will not proceed and any
applications made by the Investors will be rejected. In such
circumstances, application monies will be returned (at the
Investor’s sole risk), without payment of interest, as soon as
practicable thereafter. Revocation of subscription for the New
Shares cannot occur after the New Shares have been issued.
Notwithstanding the foregoing, the board of directors of the
Company may at its sole discretion decide to continue the
subscription period of the New Shares until 30 June 2013.
No certificates in respect of the New Shares shall be issued
and the subscribed New Shares will be entered into the share
register and the shareholder register of the Company
without delay after the Final Acceptance Date. In case the
Company decides to continue the subscription period as
mentioned above, the already subscribed New Shares that
fulfill the Minimum Subscription Amount will be entered
into the share register and the shareholder register of the
Company without delay, and the any New Shares subscribed
after that will be entered into the share register and the
shareholder register of the Company without delay after
30 June 2013.
A shareholder register will be kept for registered shares, in
which the Investors are entered with name, address and
nationality as well as the place of business and bank
accounts. The Investors shall be obligated to inform of any
changes in their contact or bank information, as well as in
the ownership of the shares at their own risk.
If for any reason it becomes necessary to adjust the expected
timetable as set out in this Offer Document or if all the
offered New Shares are subscribed for before the Final
Acceptance Date (subject to the pre-emption rights of the
holders of the existing R-series shares of the Company and
otherwise on a “first come first served” basis), the Company
will make an appropriate announcement on its website. In
case of oversubscription (i.e. in case the Company receives
more applications than the amount of New Shares), the
Company (its board of directors) may also, at its sole
discretion, decide to offer for subscription additional 50.000
New Shares in order to raise additional gross proceeds of up
to EUR 200.000 (approximately EUR 185.000 net of
expenses) by way of this Offer at the same Issue Price in
accordance with the terms of the Offer. Upon completion of
the Offer, assuming all additional New Shares are subscribed
for, the New Shares and the additional New Shares will
together represent approximately 7.77 per cent of the share
capital of the Company. In case the Company decided to offer
for subscription the additional New Shares referred to in this
paragraph, the Company may at its sole discretion decided
39
to accept or reject Subscription Forms that have been
received by the Company no later than by 30 June 2013 and
the additional New Shares will be entered into the share
register and the shareholder register of the Company
without delay thereafter.
The Offer is suitable only for those investors whose business
and investment experience, either alone or together with an
experienced advisor (who must be neither affiliated with nor
compensated by the Company), makes them capable of
evaluating the merits and risks of their prospective
investment in the New Shares and who can afford to bear
the economic risk of their investment for an indefinite
period and have no need for liquidity in their investment
and/or registered in the relevant national register of
qualified investors, as applicable (the “Qualified Investors”),
or for those limited number of Investors not being Qualified
Investors (the “Accredited Investors”) the Offer is made
personally by the Company.
Subscription process
Investors shall complete the Subscription Forms if they wish
to subscribe for any number of New Shares. The instructions
and other terms set out in the Subscription Forms shall form
part of the terms of the Offer. Subscription Forms will be
send to the Investors by mail or email to the address
informed to the Company. The Investor shall personally or
on the behalf of the Investor sign the Business Partnership
Agreement and provide the Company with a signed copy
including fully personal and/or company details and
attached a copy of the passport or other official personal
identification document (including personal identification
number) verifying the identity of the person by whom or on
whose behalf the subscription For New Shares is made. If the
Investor is a company, a copy of the company register
document shall be attached.
The subscription price shall be paid into the Company’s
bank account informed in the Business Partnership
Agreement. No subscription shall be valid and acceptable by
the Company prior the subscription price is received to the
Company’s bank account. All subscription funds will be
deposited in an escrow account (until the earlier of the
closing of the Offer, the termination of the Offer, or the
rejection of the subscription).
If the Offer does not become unconditional and no New
Shares will be issued, or the subscription is not accepted,
the subscription price paid by the Investor will be returned
(at the Investor’s sole risk), without payment of interest, to
the Investor as soon as practicable following the lapse of the
Offer.
By completing and delivering the
Subscription Forms the Investor:
(i) represents and warrants that the Investor has the right,
power and authority, and has taken all action necessary, to
make the application under the Offer and to execute, deliver
and exercise the Investor’s rights, and perform his
obligations under any contracts resulting therefrom and that
the Investor is not a person otherwise prevented by legal or
regulatory restrictions from subscribing for New Shares or
acting on behalf of any such person on a non-discretionary
basis;
(ii) agrees that no person responsible solely or jointly for this
Offer Document including any documents incorporated by
reference or any part thereof, or involved in the preparation
thereof, shall have any liability for any such information or
representation not so contained and further agrees that,
having had the opportunity to read this Offer Document
including any documents incorporated by reference, the
Investor will be deemed to have had notice of all information
in relation to the Company contained in this Offer
Document;
(iii) requests that the New Shares be issued to the Investor
on the terms set out in the Subscription Forms, subject to the
provisions of the Articles of Association;
(iv) represents and warrants that the Investor is not, nor is
the Investor applying on behalf of any person who is, a
citizen or resident, or which is a corporation, partnership or
other entity created or organised in or under any laws, any
jurisdiction in which the application for New Shares is
prevented by law and the Investor is not applying with a
view to re-offering, reselling, transferring or delivering any of
the New Shares which are the subject of his application to, or
for the benefit of, a person who is a citizen or resident or
which is a corporation, partnership or other entity created or
organised in or under jurisdiction in which the application
for New Shares is prevented by law.
The Company reserves the right to reject any subscription for
New Shares in its sole discretion.
40
Money Laundering Regulations
To ensure compliance with any applicable money laundering
regulations, the Company may require, at its absolute
discretion, a further verification of the identity of the person
by whom or on whose behalf the Subscription Forms are
lodged with payment (which requirements are referred to
below as the “verification of identity requirements”).
Submission of Subscription Forms shall constitute a
warranty to the Company from the Investor that the
applicable money laundering regulations shall not be
breached by subscription of the New Shares.
Limited Offer
The information in this Offer Document is not intended as
an offer for sale of securities outside the European Economic
Area (EEA). This information is only directed at (a) persons
residing within the European Economic Area and who are
Qualified Investors or (b) other persons to whom it may
lawfully be communicated. The Shares have not been, and
will not be, registered under the Securities Act of the United
States and will not be offered or sold in the United States, or
other parts of the world (such as Canada and Australia),
except on the basis of applicable exemptions from
registration (in the Company’s sole discretion).
These materials and the information herein are provided in
connection with restricted subscription offer and do not
constitute a public offer or an invitation to make offers or to
purchase, sell, exchange or transfer any securities, and do not
constitute an advertisement of securities. The information is
not for release, publication or distribution, in whole or in
part, in or into any restricted jurisdiction. Persons (including,
without limitation, custodians, agents, nominees and
trustees) receiving a copy of this Offer Document and/or an
Subscription Forms, should not distribute or send either of
those documents in or into any jurisdiction where to do so
would or might contravene local securities laws or
regulations.
The comments set out in this paragraph 6 are intended as a
general guide only and any Investor who is in any doubt as
to their position should consult their professional advisers
without delay.
Closing and Issue
This Offer will terminate on Final Acceptance Date, unless
further extended by the Company as described. The result of
the Offer is expected to be announced on 15 January 2013.
The board of directors of the Company may at its sole
discretion decide to continue the subscription period of the
New Shares until 30 June 2013 in which case The result of
the Offer is expected to be announced on 15 July 2013.
The Company reserves the right to access funds during the
Offer once the Minimum Subscription Amount has been
attained and Investors of New Shares for are provided their
memorabilia membership certificates.
Governing Law and Jurisdiction
The terms and conditions of the Offer as set out in this Offer
Document and/or the Subscription Forms and any noncontractual obligation related thereto shall be governed by,
and construed in accordance with, the laws of Finland
excluding the choice of laws principles therein. The courts of
Finland are to have exclusive jurisdiction to settle any dispute
which may arise out of or in connection with the Offer and/or
any related document(s).
41
THE OFFER DOCUMENT IS NOT A PROSPECTUS AND
NOT APPROVED BY THE FINNISH FINANCIAL
SUPERVISING AUTHORITY. THE INFORMATION
PROVIDED IN THIS OFFER DOCUMENT IS INTENDED
ONLY FOR RECIPIENTS WITHIN The European
Economic Area AND IS NOT A PUBLIC OFFERING OF
SHARES.
The Company specifically notes that any financial
information presented in the Offer Document may not be
indicative of future performance or results and that
subscribing for New Shares of the Company might be risky
business or investment. The Company and its managers
shall not make any further warranty of the financial situation
of the Company.
SUBSCRIPTION FOR THE NEW SHARES INVOLVES
SIGNIFICANT RISKS, AND PROSPECTIVE INVESTORS
SHOULD READ CAREFULLY ALSO THE SECTION “RISK
FACTORS” OF THIS OFFER DOCUMENT.
Part D | Additional Information
42
ADDITIONAL INFORMATION
Definitions
Capitalized terms used but not defined herein shall have the
meaning given to such elsewhere in the Offer Documents.
Relation to Articles of Association and the
Companies Act
In case of a discrepancy between this Offer Document,
the Articles of Association and the Finnish Companies Act
(624/2006, as amended), this Offer Document shall prevail.
The Shares
The Company has R-series shares (the “R-series Shares”)
and J-series shares (the (“J-series Shares”). Together the
R-series Shares and the J-series Shares form the entire share
capital of the Company (the “Shares”) and the holders of the
Shares are together the shareholders (the “Shareholders”) of
the Company.
General Meeting
Each New Share is a J-series Share and thus has one (1) vote
in the general meeting of shareholders’ of the Company (the
“General Meeting”). For the avoidance of doubt it is stated
that each R-series Shares has twenty (20) votes in the
General Meeting.
A General Meeting or adjourned meeting may be held at
multiple locations. The notice of General Meeting will
specify the place at which the chairman of the General
Meeting will be present and a note accompanying the notice
will specify any other place(s) at which the General Meeting
will be held simultaneously (but any failure to do this will
not invalidate the notice of the General Meeting).
An annual General Meeting of Shareholders shall be
convened by at least twentyone (21) clear days’ notice. All
other General Meetings shall be convened by at least
fourteen (14) clear days’ notice.
The chairman (if any) of the Board or, in his/her absence, the
deputy chairman (if any) shall preside as chairman at every
General Meeting.
No business shall be transacted at any General Meeting
unless two Shareholders are present in person or by proxy
and entitled to vote and that shall be a quorum for all
purposes.
Notices
Any notices required by law or otherwise made by the
Company to the Shareholders shall not be provided by
regular post. A Shareholder who supplies an electronic
address shall be entitled to receive information including
notices to General Meetings at that address.
The Board may at any time without prior notice (and
whether or not the Company has previously sent or supplied
any documents or information in electronic form to that
electronic address) refuse to send or supply any documents
or information to that electronic address if it believes that its
refusal is necessary or expedient in relation to any legal or
practical problems under the laws of, or the requirements of
any jurisdiction.
It is the liability of each Shareholder to keep his/her/its
contact information up to date.
Asset Distribution
The General Meeting shall decide on any profit distribution
based on a recommendation of the Board. All Shares rank
pari passu in relation to any profit distribution. However, no
dividend shall be declared or paid on any Shares before 31
December 2013. The Shareholders agree not to demand the
Company to pay minority dividends as described in Chapter
13 paragraph 7 of the Finnish Companies Act.
On a return of capital on a winding up or otherwise, all
Shares rank pari passu.
Transfers
Within the context of this Offer Document “Transfer” means,
with respect to any Shares or any interest therein, (i) to offer,
sell, dispose of, pledge, encumber, grant any option, right or
warrant to purchase or purchase, any option or lend or
otherwise transfer or dispose of, directly or indirectly, any
43
such Shares or interests or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any
Shares or interests therein, whether any such transaction
described in clause (i) or (ii) above is to be settled in cash or
otherwise. A Transfer shall additionally mean (a) a
liquidation of community property between spouses, and (b)
transfer to a spouse or to an ascendant or a descendant.
When used as a noun, the term “Transfer” shall have the
correlative meaning.
General
The Shareholders acknowledge that the Company and/or its
Shareholders may occasionally consider and intend to
Transfer Shares to a third party, arrange a public offering of
Shares or make other such actions relating to the Company
and/or One Eyed Spirits AB (as applicable). The Shareholders
undertake not to hinder or restrain any such actions contrary
to the terms of this Offer Document.
In the event of public offering of Shares, the Shareholders
agree to comply with the offering terms negotiated by the
Company.
Transfer Restrictions
The holders of the J-series Shares undertake that they shall
not Transfer any J-series Shares or any interest therein
contrary to the terms and conditions of this Offer Document.
Until 31 December 2013, the holders of the J-series Shares
are not permitted to Transfer their J-series Shares unless the
Board decides otherwise. Thereafter transfers are subject to
the consent of the Board in accordance with the Articles of
Association.
Unless otherwise expressly agreed in this Agreement, no
transferee of the J-series Shares shall become a Shareholder,
and no such J-series Shares shall be transferred on the books
and records of the Company, until the transferee executes a
written agreement, in the form and substance satisfactory to
the Board, under which the transferee assumes all the
obligations of the transferring holder of J-series Shares
under this Offer Document and thereto related other
documents and agrees to be bound by and subject to all of
the terms and conditions of them, including any
amendments made. The foregoing applies, mutatis
mutandis, also to any new person or entity subscribing to
J-series Shares.
The Shareholders irrevocably agree not to use their right of
first refusal contained in the Articles of Association with
respect to Transfers made in accordance with this Agreement
(such as, but not limited to, a Transfer approved by the
Board).
For the avoidance of any doubt it is stated that a Transfer
decision (as applicable) with regard to the shares and/or
business of One Eyed Sprits AB, if any, shall be made by the
Board. After such Transfer the net proceeds shall be
distributed to the Shareholders in a manner proposed by the
Board and all Shares shall rank pari passu.
Drag-Along Option
If a third party offers in writing to purchase all or the majority
of the Shares by way of a bona fides sale and the majority of
the holders of the R-series Shares (calculated from the votes
of their R-series Shares) wish to accept such an offer, the
accepting holders of R-series Shares shall have the option
(the “Drag-Along Option”) to require all other Shareholders
to Transfer all of their Shares and instruments entitling to
Shares to the third party purchaser on a pro rata basis and
with similar or, with respect to instruments other than the
Shares, corresponding conditions, and the respective other
Shareholders shall have the obligation to accept the same.
The holders of the R-series Shares may exercise the DragAlong Option by giving themselves (or having the Company
to give on their behalf) a written notice to that effect (the
“Drag-Along Notice”) at any time before the transfer of
Shares to the third party purchaser. A Drag-Along Notice
shall specify that all other Shareholders are required to
Transfer all their Shares, the third party to whom they are to
be Transferred, the consideration for which the Shares are to
be Transferred and the proposed date of transfer. The
completion of the sale of other Shareholders’ Shares shall
take place on the same date as the date proposed for
completion of the sale by the accepting holders of the
R-series Shares.
This Offer Document constitutes an irrevocable power of
attorney to the Company to effectuate on behalf of the
relevant Shareholders any Transfer as referred to above in
this Section of Part D, which shall survive, to the fullest extent
permitted by law, death, bankruptcy or any other event
affecting the Shareholder(s).
44
Confidentiality
The Shareholders shall not at any time disclose or
communicate to any person, or to use for any other purpose
than for the interests of the Company or to monitor their
investment in the Company, the contents of this Offer
Document or any information or trade or business secrets
relating to the business of the Company and being of
confidential nature, which may be in or may come to their
knowledge (the “Confidential Information”) save for: i) such
information that at the time of disclosure is public
knowledge other than by a breach of this Offer Document on
the part of the receiving Shareholder; ii) when disclosure is
required by law, regulation or order of a court of a competent
jurisdiction or a competent governmental agency; or iii)
information rightfully received from a third party without
any obligation of confidentiality.
Enforceability
After the subscription of New Shares, the terms and
conditions of this Offer Document shall be binding upon
each Shareholder for as long as such Shareholder and any
other Shareholder or the Company is a holder of the Shares
or instruments entitling to Shares. For the avoidance of
doubt, a Transfer in violation of the terms and conditions of
this Offer Document or thereto related other documents
(such as the Articles of Association) or a failure to comply
with the obligations of this Offer Document in connection
with any Transfer does not release the Shareholder in
question from its obligations under this Offer Document.
Notwithstanding the above, governing law and dispute
resolutions provisions of this Offer Document shall be
binding upon any Shareholder that has ceased to be a
Shareholder.
Other Terms, Amendments
In case of amending the Shareholders’ rights and obligations
as described in this Offer Document, such amendment may
only be made in case Shareholders holding Shares that
represent more than 2/3 of all the votes of the Shares of the
Company consent to such modification, provided that the
respective amendment does not treat the non-consenting
Shareholder(s) materially unfairly compared to the
consenting Shareholders.
Severability
Any term or provision of this Offer Document held to be
illegal or unenforceable in any respect will be interpreted so
as to be construed as valid, but in any event the validity or
enforceability of the remainder hereof will not be affected,
unless the business purpose of this Offer Document is
substantially frustrated thereby.

THINK BIG! OWN A SHARE OF A SPIRITS COMPANY. BE RON

Transcription

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