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Farmison & Co

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A leading online butcher; ethically sourced & sustainable produce helps the nation eat better meat

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Funded 4 Jan 2023
£2,000,006 target
£2,209,100 from 0 investors
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Business overview

Location Ripon, United Kingdom
Social media
Website www.farmison.com/
Sectors Food & Beverage Digital Mixed B2B/B2C
Company number 13922579
Incorporation date 24 Feb 2011
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Investment summary

Type Equity
Valuation (pre-money) £12.9M
Equity offered 13.44%
Tax relief N/A
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Business highlights

  • 500,000+ orders sent nationwide, with 40% repeat rate
  • FY’21 sales of £12m with produce margins of 50%*
  • Customers rate us excellent with over 25,000 reviews and counting
  • Proud suppliers of Harrods, Fortnum & Mason & Selfridges
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Key features

  • Secondary Market
  • Seedrs nominee min. £12.12 +
  • Direct investment min. £100,000.00 +

Idea

Introduction

Born in 2011 in North Yorkshire, we set out on a mission: to get the nation to eat better meat.

Farmison & Co is one of the UK’s leading online butchers. We’re dedicated to sourcing the best tasting, ethically farmed produce, maintaining superior supply chain control to ensure quality & sustainability.

We offer the largest British butchery range online and boast a tech-driven fulfilment operation with full product traceability. To date we have shipped over 500k orders, with cumulative revenues of over £40m+.

93% of the UK population consume meat, so it’s worth doing right. The UK market is worth more than £16bn, climbing to £23bn by 2030. The online UK meat market is expected to grow from £1.6bn in 2020 to £3bn by 2030.

Over the last 30 years, retailers have put price over quality, supporting unsustainable industrial factory farming and importing meat for profit. A clear opportunity exists to establish Farmison as a world-leading brand & champion of ethical, traceable and sustainable meat.

Substantial accomplishments to date

2011
• Ex. Asda CEO Andy Bond becomes a seed investor and Farmison & Co is born

2014
• Acquired ‘Balsdons Butchers’ bringing Andrew Carrington as Master Butcher
• Met with HRH Prince of Wales to discuss heritage breeds

2015
• 40,000 orders were dispatched since launch

2016
• Won our 1st major award – ‘Online Butcher of The Year’ at the Meat Traders Journals Awards
• Awarded multiple Michelin Star trade contracts & supply to Caprice Restaurant Group

2017
• Won ‘Online Butcher of The Year’ for the second year running

2018
• Won ‘Best Independent Retailer’ at the Observer Food Monthly Awards
• Supplied meat to the Wedding of HRH Princess Eugenie of York
• Our Steak & Bone Marrow Burger is voted ‘best burger for home-cooks’ in The Times
• Harrods and Fortnum & Mason’s supply contracts won

2019
• Moved into our new HQ - a 60k sq.ft state-of-the-art building!
• Won ‘Best Online Business 2019’ at the Meat Industry Awards
• Surpassed £1m Ecomm sales in 1 month*

2020
• Introduced next day & 7-day-a-week delivery to ensure supply to millions of self-isolating Brits – welcoming tens of thousands of new customers
• Over 300,000 orders were dispatched since launch

2021
• Our new website launches to make it easier than ever to eat better meat
• Secured over 15,000 5 star reviews
• Won ‘Online Butchery Of The Year’ for the 3rd time
• Awarded accreditations for STS and Salsa
• Selfridges supply contract won

2022
• Additional Harrods supply contracts won
• Industry-leading traceability capability launching this year
• On track for our biggest Christmas sales to date

*Based on unaudited management accounts

Monetisation strategy

Farmison & Co is predominantly an online direct-to-consumer business - >90% of revenue in 2021. Revenue streams are generated from;

Ecommerce:

• New Customers: acquired through various methods such as PPC, social & brand partnerships

• Existing Customers: strong retention rates, growth focussed on frequency and recency strategies, customer segmentation, 2nd shop optimisation

Premium Retail/Michelin Star Restaurants: Supplying some of the UK’s best retailers/ restaurants;

• Harrods

• Fortnum & Mason

• Selfridges

• Grantley Hall – Shaun Rankin

Cut by Farmison & Co - opened in 2021. Located at our head office in Ripon, the store is now generating around £300k per year*

Use of proceeds

With your support we will be investing in three key areas:

• Sales growth and customer service: 60% will be used to support brand marketing and customer segmentation to better serve our loyal customer base

• Operational continuous improvement: - 20% will be used to invest in operational efficiency inc. stock management and forecasting. Further technical registrations and B Corp application

• Product innovation: 20% will be used to invest in new product development lines and recipes, for example, our sous-vide range

We have identified additional exciting opportunities ahead and development of new revenue channels. These plans are in the pipeline but would be accelerated should we raise additional funding in this campaign.

Key Information

Share classes

The company has three classes of shares, A1, A2, and B1 shares with rights outlined below. All investors in this round will be receiving A1 shares.

1. A1 shares
a) Voting rights
b) Dividend rights
c) Rights to return of capital

2. A2 shares
a) Voting rights
b) Dividend rights
c) Rights to return of capital

3. B1 shares
a) Non-voting
b) Not eligible for cash dividends
c) Reduced return of capital rights (see below)
d) No transfer rights

Return of capital:
- No return of capital will be made prior to the Loan Notes (see below) having been repaid in full.
- When calculating returns of capital, holders of B Shares will receive a reduced distribution per share compared to holders of A Shares as follows:

Where the distribution per A Share is:
a) more than £3.50 per share, the B Shares will be subject to a deduction of £3.50 per share; and
b) equal to or less than £3.50 per share, the B Shares will receive nothing.

Ownership

The Company is majority owned (c.85%) by Inverleith 1B Limited Partnership and any exit would require their consent.

Management Incentive

On an Exit (asset sale, IPO, share sale or sale of subsidiary), directors and/or employees holding A2 shares shall (with Board approval):

1. be entitled to subscribe for a number of additional A2 shares at a price of £1 that would result in them receiving 10% of the amount payable to Inverleith; and
2. provided B1 shareholders will receive a distribution, John Pallagi and Gareth Whittle, will also be entitled to subscribe for A2 shares at £1 that would result in them receiving 2% of the amount payable to Inverleith

Specifically within the 10% as noted above, John Pallagi will be entitled to receive:
1. 71,250 A2 shares on the MIP scheme being enacted and prior to 26 February 2023;
2. 71,250 A2 shares on 26 February 2023;
3. 71,250 A2 shares on 26 February 2024;
4. 71,250 A2 shares on 26 February 2025;

It is the intention of the Board to propose a further 2.5% issue of A2 shares in addition to that already agreed. The company shareholders will have an opportunity to review and consent (as appropriate) to this proposal at the time the growth share scheme is put in place.

Outstanding debt

Loan note instrument:

The Company constituted the following loan note instruments on 26 February 2022. The loan notes under these loan note instruments were issued as consideration to the original shareholders of the Company’s subsidiary, Farmison Holdings Limited at the time the Company received its original investment from Inverleith 1B Limited Partnership. The key terms of these loan note instruments are as follows:

Director loans:

The Company owes the following amounts to Gareth Whittle, Christian Barton and Kieron Barton on the following terms:

External debt:

The following arrangements are currently in place between Santander UK Plc (“Santander”) and Farmison Limited.

The below Santander arrangements are secured by:
- debentures in favour of Santander dated 21 September 2020 and 26 February 2022 granted by Farmison Holdings Limited and Farmison Group Limited;
- a share charge in favour of Santander over Farmison Limited’s shares; and
- a cross-company guarantee granted by Farmison Group Limited and Farmison Holdings Limited to guarantee the group’s obligations.

None of the funds raised will be used to repay these loans.

Guarantees

Farmison Limited received a grant of £160,000 from the Let's Grow North & East Yorkshire Local Growth Fund programme provided by UMi Commercial Ltd in July 2019. The Company has provided a guarantee to UMi Commercial, guaranteeing Farmison Limited’s payment obligations under the Let’s Grow Grant Offer Letter dated 31 July 2019.

Investor Perks

Please note that any discounts, rewards and/or offers listed by a company in its campaign are subject to the terms and conditions applied by that company and listed above. It is the company’s responsibility to honour such discounts, rewards and/or offers and Seedrs does not take any responsibility for them.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This webpage has been approved as a financial promotion by Seedrs Limited ("Seedrs"), which is authorised and regulated by the Financial Conduct Authority. It is not intended to be a promotion of any individual investment opportunity and is not an offer to the public. The summary information provided about investment opportunities on this webpage is intended solely to demonstrate the types of investments available on the Seedrs platform, and any investment decision should be made on the basis of the full campaign. Full campaigns are available to investors who have become authorised to invest on the Seedrs platform. All investment activities take place within the United Kingdom, and any person resident outside the United Kingdom should ensure that they are not subject to any local regulations before investing.

Seedrs does not make investment recommendations to you. No communications from Seedrs, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Seedrs does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Seedrs, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from £12,877,500

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

Pitch type

There are 5 types of investment pitch available on Seedrs.

  • Equity
  • Convertible
  • Fund
  • Cohort
  • Secondary

Investing in a regular equity campaign is the simplest and most common way to invest in a startup. You decide which business you want to invest in, and if the campaign hits its funding target then you will become one of their shareholders. As the company becomes more valuable, so do your shares; allowing you the opportunity to share in the future success of the business.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Seedrs nominee

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Seedrs nominee.

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Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

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Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Seedrs Nominee). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

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Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

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None of the information in constitutes part of the campaign and it has not been approved or reviewed by Seedrs.

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