Innis & Gunn
We’re a leading craft brewer. We’re building Edinburgh's biggest brewery, and we want your help to do it!
|Location||Edinburgh, United Kingdom|
|Sectors||Food & Beverage Non-Digital Mixed B2B/B2C|
|Company number||SC 335320|
|Incorporation date||14 Dec 2007|
- 15 Years of consecutive double-digit volume growth
- We sold 21 million pints of beer in 30+ countries last year
- Our Lager is the No.1 craft beer in Scotland
- We secured £15m private equity backing in 2017
Since our launch in 2003 Innis & Gunn has led the craft beer movement and become one of the most successful modern craft beer businesses of its time, enjoying 15 years of uninterrupted volume growth. Our beers can be bought in over 30 countries and we have twice won the Queen’s Awards for International Trade. Our beers are amongst the most awarded in the world and Innis & Gunn is one of only a handful of modern, independent beer businesses that have grown beyond 100,000 hectolitres (1 hectolitre = 100 litres) without having been acquired by one of the big brewers. Innis & Gunn is unique and incredibly rare in the world of beer.
Many successful businesses create one signature product around which they build their success. At Innis & Gunn we’ve built two to date. Starting with our flagship beer, The Original in 2003, and then from 2013 with Lager Beer, these two core beers have achieved unparalleled success, are our bedrock at home and around the world and their growth remains our focus.
Since we started Innis & Gunn we have dreamed of building a large scale brewery in Edinburgh, to create a real home for our business, our people and our community. However, building a large scale brewery is expensive so we wanted to ensure that we had enough scale in our business to support the decision. So, for 16 years we brewed with our recipes in other people’s breweries, using our people, materials and yeasts, and instead concentrated on scaling our business and building our brand.
After 16 years with this production model we are now ready to realise our dream, and we're building the first large-scale new brewery in the city for over 150 years. In doing so we’ll cement Innis & Gunn’s place in Edinburgh’s modern beer landscape and leave an enduring legacy.
We are not building it in the hope of growth to come; we are building it already with the volumes, revenue and margins that we believe justify it. Bringing our brewing, packaging and warehousing operations in-house, under one roof, will simplify the business and we believe secure the growth of the Innis & Gunn business for the long term.
Substantial accomplishments to date
We are a Beer Company that generates revenue and gross profit from the beer we brew and the bars we operate; 90% of our turnover comes from beer sales and 10% from our pub operations.
Our flagship beer Original represents around a quarter of our volume and almost a third of our turnover. Thanks to its premium positioning and international footprint it provides a bedrock for our business; it is our lead international beer and has found success thanks to its multi award-winning taste and entirely unique qualities. It is the beer that leads our international charge and is at the forefront of our brand around the world.
Our recent growth has accelerated through the launch of our Lager Beer, which in 2018 grew by almost 40%. It is the most valuable craft beer in Scotland with a market leading rate of sale. Innis & Gunn lager now accounts for three of every four craft lagers sold in Scottish supermarkets and we’re beginning to see green shoots of potential in our other key markets.
Use of proceeds
All of your investment will go directly into the construction of a large scale brewery that will forever secure our long-term growth capacity and Innis & Gunn’s future in Edinburgh, and a home for our brand, our staff and our community.
Help us build something which you can visit and say, "I helped build this brewery, and this brand."
Investor Rights: Non Voting Shares
The terms of this campaign differ significantly from the standard approach on Seedrs, so please consider the following terms.
Investors in this investment round who invest less than £10,000 will be issued “B Investment Shares”. The B Investment Shares carry no voting rights.
Investors who invest more than £10,000 will be issued Ordinary Shares which do carry voting rights, delegated to the Seedrs Nominee in the standard way.
This was the same share structure applied in Innis & Gunn’s previous crowd fundraise and they wish to remain consistent and respectful to these existing investors.
The Seedrs Nominee will not be joining the Innis & Gunn shareholder agreement. Innis & Gunn management team and the private equity firm L Catterton currently owns over 90% of fully diluted share capital of the business. As a result, the Seedrs Nominee, as well as existing B investment shareholders will not have any influence over shareholder decisions.
A copy of the Company’s Articles of Association are attached under the “Documents” section of this campaign.
Share Classes - Preferential Rights
• The C Shareholders will enjoy a 1x non-participating preference, meaning the C Shareholders will receive the higher of: (i) 1x their original investment or (ii) their share of equity proceeds participating pro rata alongside the other equity shareholders.
• The D Shares have a preferential return ahead of other equity shareholders. The preferential return is determined in accordance with the equity valuation at the time of exit and is designed to incentivise value growth. The maximum impact the D Share preference would have on a return to ordinary shareholders would be a 3% reduction in the distribution to ordinary shareholders.
• The B Investment Shares, the Ordinary Shares and the A Shares, all participate in proceeds in the same way.
In 2015, Innis & Gunn raised £2,863,500 via a bond instrument (the ‘BeerBonds’). Innis & Gunn has now issued a redemption notice on the BeerBonds, with the intention to redeem all outstanding BeerBonds in January 2020.
As part of the current equity fundraise BeerBond holders are being given the opportunity to convert any outstanding principal under their BeerBonds to shares in Innis & Gunn on the same terms set out in this campaign. The amount converted to equity in this process will be included in the ‘amount raised’ on this campaign page prior to the end of the campaign.
Innis & Gunn will then redeem any remaining BeerBonds that have not been converted to equity, and pay the applicable interest, in January 2020.
As stated in the campaign, Innis & Gunn is raising funds for the purpose of building a brewery. The campaign includes details of the sources of financing for the brewery. While the intention is to secure debt funding, this has not yet been agreed. Innis & Gunn are in advanced discussions with a lender and hope to hear if they have funding agreed in principal subject to any due diligence, before the end of this month. We will update investors as this progresses.
If you are an existing BeerBond holder, you can access the dedicated bond conversion campaign here: https://www.seedrs.com/innisandgunn-bondconversion.
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