99th Monkey Pty Ltd Crowd-sourced funding offer document

99th Monkey Pty Ltd Crowd-sourced funding offer document

Dated 4 November 2021

Offer of fully-paid ordinary shares in 99th Monkey Pty Ltd at $1.00 per share to raise a maximum of $750,000.

This crowd-sourced funding (CSF) offer document relates to the Offer of fully-paid ordinary shares in 99th Monkey Pty Ltd. This Offer is made under the CSF regime in Part 6D.3A of the Corporations Act 2001 (Corporations Act).

Issuer: 99th Monkey Pty Ltd ACN 654 525 596

Intermediary: Birchal Financial Services Pty Ltd AFSL 502618

Contents 1.01.0

2.02.0

3.03.0

4.04.0

Risk warning

Information about the Company

2.1 Company Details 08

2.2 About the Company 09

2.3 Business Model 23

2.4 Business strategy 24

2.5 Aims for this funding round 25

2.6 Organisational structure 26

2.7 Team members 27

2.8 Advisors 30

2.9 Capital structure 31

2.10 Risks facing the business 35

2.11 Balance Sheet 37

2.12 Financial information 38

2.13 Management comments 39

Information about the Offer

3.1 Terms of the Offer 41

3.2 Use of funds 42

3.3 Rights associated with the shares 43

3.4 What can I do with my shares? 47

3.5 Investor rewards 48

Information about investor rights

4.1 Cooling-off rights 50

4.2 Communication facility for the Offer 50

4.3

Proprietary company corporate governance obligations

51

Glossary 54

Risk warning

1.01.0

99th Monkey crowd sourced offer document 03

Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks.

You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.

Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares.

Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money.

There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.

Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

Risk

1.0 Risk Warning

warningwarning


Delicious food Delicious food that is good that is good for your health for your health and kind to and kind to the planet.the planet.


Information about the Company

2.02.0


When I started building the concept of 99th Monkey back in 2012, I did so with a few key aims in mind.

I wanted to make a product that embodied the values I hold dear: bringing joy into peoples’ lives while also being good for their health and kind to the planet.I had no idea back then what this business would become. The past eight years have been an incredible ride. I have learned so much about building a business, a brand and a community. I am so grateful and humbled by all that has happened to bring us to this point.

That was just phase one of a much larger journey to build a business that still fulfils all of those aims I set out with back in 2012, but for lots – and lots! – more people.

I really hope you can join us for this next phase, as we build Australia’s leading clean energy for humans – powering lives with food that is good for your tastebuds, good for your health and good for the planet.

The past two years have been particularly exciting for 99th Monkey.

We have secured national distribution with Coles Supermarkets and become climate positive as a business. We’ve also agreed deals with new distributors both here in Australia and in multiple markets in the Middle East. Our nut butter business has gained an incredible momentum over this time.

We closed financial year 20/21 with nearly $1 million in revenues and we are on track to easily surpass that this year, with revenue growth of more than 60% in July/August 2021, compared to the same period last year.

This growth has come as a result of strong brand building activity and our deep understanding of, and networks in, the Aussie retail landscape. But it is also being helped along by the incredible growth in consumer demand for clean, plant-based foods.

The core of our business is self-sustaining and on an exciting upward trajectory, but we have bigger ambitions for 99th Monkey. We want to spread our message beyond the nut butter category and become the leading multi-category clean and sustainable eating brand in Australia.

And that is what your investment will make possible. Not only will you be buying into a successful nut butter business with an exciting future in the spreads category, you will be funding the growth of a beloved, purpose-driven brand into new and exciting categories such as snacks and ready-to-drink beverages, that are brimming with opportunity.

We are genuinely thrilled about the prospects for our brand as we take our offer of clean, delicious climate-positive food to the masses, and we really hope that you will join us on this journey, helping us to spread the joy and sharing in our success.

You could be the 100th Monkey, the one that helps catalyse our brand and our message to become an irrepressible force for good.

Welcome aboard!

Nick Sheridan Founder

A letter from

2.0 Information about the Company

the founder.the founder.


Company name 99th Monkey Pty Ltd

ACN 654 525 596

Date of incorporation 15 October 2021

Registered office 49 Robinson Street, Dandenong VIC 3175

Principal place of business 17/23-25 Bunney Road, Oakleigh VIC 3167

Company

2.1 Company Details

detailsdetails

This offer of shares is made by 99th Monkey Pty Ltd ACN 654 525 596.


The 99th Monkey story starts with running!In 2012, founder Nick Sheridan was training for his first (and so far, his only) marathon. He was looking around for healthy, high-energy snacks to get him through the training runs. Nothing quite worked for him, so he began to experiment in making his own nut butters.

The results weren’t half bad. The former journalist saw a story, a brand and a business.

Inspired by Michael Pollan’s lifestyle credo Eat food. Not too much. Mostly plants, he returned from Europe to his native Melbourne to get serious about this monkey business.

The 99th Monkey

2.2.1 About the Company

storystory

Our purposeThe company’s purpose has remained the same since its inception: to provide clean energy for humans – powering lives with food that is good for your tastebuds, good for your health and good for the planet.

Since 2019 we have also said nuts to carbon – making 99th Monkey the only carbon neutral nut butter brand in Australia.

In 2020 we decided to take that commitment even further, offsetting an addition kilogram of CO2 for every kilogram of nut butter sold and making us one of the few food brands in the world that is actually climate positive.


We are one of the few food brands in the world that is ‘climate positive’. With more than 250,000kg of carbon offset since 2019, this is just the beginning!

Nuts to carboncarbon


Milestones

2.2.1 About the Company

2012

Nick completes the Vienna marathon in an (allegedly) respectable time, powered by his own delicious nut butter.

2013

99th Monkey is founded in Melbourne. Nick works after hours in his friend’s pizza shop, creating his first products and selling these products at farmers’ markets at the weekend.

2014

The response from customers is amazing; the demand for simple, healthy plant-based proteins is really taking root amongst progressive and curious consumers. 99th Monkey secures its first deals with independent retailers.

2015

The brand is stocked in more than 80 stores across Melbourne.

2016

99th Monkey enters into a series of distribution deals, giving national coverage across independent retail channels, eventually reaching 700 stores around Australia.

2018

99th Monkey is one of just five food businesses selected to participate in the inaugural Chobani Food Incubator.

2018

99th Monkey secures a trial with Coles – products are ranged in a number of Coles Local outlets. The trial is highly successful and in 2019 the brand secures ranging across all of Coles Victorian outlets.

2020

Coles ranging is extended to give nationwide coverage.

2021

Annual revenues on track to pass $1m for the first time. 99th Monkey continues to extend its distribution with Coles and secures distribution agreements to export to Kuwait and the United Arab Emirates.


High-value, discerning and influential consumers are migrating to brands that offer superior quality, health, sustainability and authenticity. The migration towards plant-based proteins and healthy fats is impacting multiple food and beverage categories. Brands that are able to harness these changes (such as the plant-based milk brand Oatly) are able to achieve rapid growth and value creation.

Our brand story encapsulates a mission and ethos that resonate more and more with how consumers think about their diet, lifestyle and buying choices. It is a brand narrative that translates effectively across a wide range of categories. We have built an engaged community, primarily through our social media activity, of passionate, thoughtful and conscientious people who are enthused by our story and have helped us to spread the message.

We have secured distribution across more than 1500 outlets in Australia for our existing nut butter range. This footprint includes 800+ Coles locations. We extended our coverage with Coles significantly in September of 2021 and now have two of our products (Natural Almond Butter and Cacao Almond Butter) in close to 100% of Coles supermarkets Australia-wide. We have also recently entered into a new distribution partnership that consolidates and extends our coverage of independent retailers in Australia. We estimate that there is capacity to extend our distribution footprint amongst Australian grocery retailers to approximately 2.5 times our existing distribution. As we expand into new categories, we will be able to position our business as an effective supplier of scalable small-batch offerings and to build valuable long-term partnerships with major retailers.

2.2.2 Why invest

Why invest?invest?People are buying what we’re selling.

Our growing distribution footprint provides an excellent platform for growth.

An engaging brand story for a cross-category play.


“Successful companies through “Successful companies through the year 2030 will be those that the year 2030 will be those that improve the health of the planet improve the health of the planet and its population. The pandemic and its population. The pandemic will inspire consumers to look for will inspire consumers to look for food and drink that commits to food and drink that commits to reduce air or water pollution and reduce air or water pollution and maintain sustainable habitats.”maintain sustainable habitats.”

Source: How Covid-19 Accelerated The 2030 Food & Drink Trends, Mintel, July 2020


2.2.3 Products

Our ethosethos

99th Monkey’s core range of products have won the hearts (and tastebuds) of nut butter addicts across Australia. The secret to their popularity is in their simplicity – great tasting products made with just a few delicious and clean ingredients.

We have been guided by this ethos as we have developed the new products that will help us to grow 99th Monkey in the future.

Great tasting products made with just a few delicious and clean ingredients.

vegan gluten free no palm oil gmo free carbon neutral

Our product promisepromise


2.2.3 Products

Our core productsproducts Almonds are the new black and our Monkeys reckon it’s time everyone jumped on the bandwagon. They have been crushing on these spectacular nuts all night long to create a rich, smooth and incredibly moreish spread, ready to knock your socks off.

Just one ingredient: Roasted Australian Almonds.

It’s a delicious dark chocolate delight. Think scorched almonds with none of the guilt! With just 8% added (coconut) sugar, you’ll be scooping it straight from the jar!

Just four ingredients: Roasted Almonds, Coconut Sugar, Raw Cacao and Cacao Butter.

Natural Almond Butter

Almond Cacao ButterOur Monkeys crush the freshest, tastiest organic peanuts into a creamy yet crunchy consistency, sprinkling natural salt as they grind. We believe this creates the best peanut butter in the world - to spread or dollop on anything you like!

Just two ingredients: Roasted Peanuts and Natural Salt.

Organic Peanut Butter


2.2.3 Products

We love it when nuts are friends. In a jar together, crushed so hard they become one smooth, flavoursome spread. Just like these two!

Top Tip: The Monkeys chuck a spoonful of this creamy goodness in their smoothies for an extra kick-start to the day!

Just two ingredients: Roasted Australian Almonds and Raw Pistachios.

The Monkeys trekked to the tallest mountain, climbing through the night to gather these organic almonds, and boy it was worth it. With the same irresistible taste of our Natural Almond Butter, but with an unmistakable hint of pure, fresh organic-ness to it.

Just one ingredient: Roasted Organic Almonds.

As easy as 1,2,3, that’s going straight in my basket. But seriously, our Monkeys knew what they were doing when they combined this tasty trio. Providing all the health benefits of brazils and almonds and the creamy consistency of cashews, to create a delicious and energising nut butter.

Just three ingredients: Roasted Almonds, Cashews, and Brazil Nuts.

This stuff is legit. The freshest Aussie peanuts ground with love by our Monkeys and poured into a jar just for you.

Just one ingredient: Roasted Peanuts.

Pistachio Almond Butter

Organic Almond Butter

ABC Butter

Natural Peanut Butter


I tried 99th Monkey’s Almond Butter for the first time this week and wouldn’t be surprised if the jar’s empty by the weekend! Both the flavour and texture really hit the spot making it my new favourite nut butter!! The initial appeal of this product for me was that it contains 100% Australian almonds with no added ingredients and I also love 99th Monkey’s philosophy. I look forward to trying other nut combinations! Thank you for creating a great brand and product.

Ok so far we have tried the crunchy peanut butter, the almond, and the pistachio butters. Sooooo good! The taste is divine and strong! There’s no fillers in this goodness folks! As a bonus I LOVE the jars! I resue them all as storage jars in my pantry! They match and are actually amazing spice jars! Looking forward to trying more flavours and LOVE the meaning behind the name too.

AddictedDelicious

It’s fair to say that we are a family of almond butter addicts! We love it in the middle of our medjool dates, in our smoothies or on top of our apples! Hands down the best almond butter on the market! Do yourself a favour and try it today!

Almond butter addict


2.2.4 Product development

We are developing products for three exciting new categories. Our product development focuses on categories in which we see a natural progression from our existing nut-butter presence and the potential to create impactful points of difference around quality, taste, health and sustainability.

We see that entry into the categories we are targeting broaden and diversify our distribution profile, opening up channels such as health and convenience and enhancing our online business.

Productdevelopmentdevelopment Ready to Drink

• We see a gap for plant-based smoothies

• Healthier and made with a simple list of natural ingredients

• Our nut butters are already widely used for smoothies by the businesses that buy from us in bulk

Snacking• Health and provenance are effective

differentiators against incumbent offers

• Increases the presence and relevance of the brand within our customers’ lifestyles

Protein powders• Natural and plant-based credentials

are effective points of difference

• We see a gap for a more gender-neutral proposition

• Great potential for online distribution


Marketing

2.2.5 Marketing

Our customers are our most effective spokespeople.Our loyal customers have helped us to spread the monkey story. The advocacy of our customers has enabled us to grow our reach with low levels of investment in marketing. We are constantly impressed and humbled by the energy and eloquence with which our customers talk about our brand, products and philosophy.

Developing our marketing strategy.We built the business the hard way and have learned to be innovative and resourceful with our marketing investments. We have pursued a targeted engagement strategy; understanding that our brand resonates well with younger, metropolitan and conscientious consumers. We have used social media as a low-cost, yet effective channel – engaging our audience with content on themes such as health, lifestyle, sustainability.

Our engagement strategy replicates the interactions Nick had with our first customers at the farmers markets: conversational; identifying shared interests and overlapping perspectives. We are making friends with other monkeys!

This is how we have cultivated a social media following of more than 16,000 likeminded monkeys.

We plan to use some of the capital we raise to continue to build our reach and to develop deeper engagement with our growing audience. We will use this engagement to inform the development of our products. We are lucky because our clever customers have great intuition!

Because... when enough monkeys embrace an idea it becomes irrepressible.


We are seeing accelerating growth in core product volumes.We have sought to diversify our distribution channels from the outset. While the majority of our products are sold through grocery retailers, we also generate revenue through bulk sale, contract manufacturing and online channels.

The products we are currently developing will enable us to broaden our distribution base further, with a move into new retailer channels such as health and convenience.

A diversified

2.2.6 Distribution

Annualised revenues by distribution channelFY21/22 annualised revenues have been extrapolated as the revenues for the three months to September 2021 multiplied by four. Management do not consider that there are any seasonal or exceptional factors that materially impact on this extrapolation. The extrapolation excludes certain distribution gains that may impact on revenues after September 2021. The purpose of presenting the numbers in this way is to render revenues for this three month period more comparable with the preceding financial periods. This extrapolation is not a projection for the FY22 year as a whole.

Quarterly core product volumesTrailing three-month volumes of core products (units).distribution distribution

strategystrategy

FY 18 FY1 9 FY 20 FY 21 FY 22

20,000

40,000

60,000

80,000

100,000

120,000

140,000

FY 19 FY 20 FY 21 FY 22

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,600,000

1,400,000

Independent Online Export OtherColes

EX

TR

AP

OL

AT

ED


2.2.6 Distribution

International growth. In 2021 we entered into our first distribution partnerships in the Middle East, enabling us to begin exporting our products to the United Arab Emirates and Kuwait. We have also made some small forays into Malaysia and Singapore over the past five years. Our products are well suited to export, being compact, of higher value and having relatively long shelf-lives. We also anticipate that our brand will translate well outside of primarily English-speaking markets and are seeking to continue to seed and grow more export opportunities across Asia and the Middle East.

Developing our retailer proposition. The development of a compelling retailer proposition is central to our strategy.

Major retailers are looking to offer their customers authentic small-batch brands, to enhance their sustainability credentials and to bring new products to their customers that resonate with evolving attitudes to health and lifestyle. All of this is challenging for the larger retailers as it means they need to engage with small players and thereby fragment their supply chains.

We are working to position our business as an effective scalable small-batch solution and to build valuable long-term partnerships with major retailers.


2.2.7 Market & opportunity

Our target opportunity is defined by our purpose: to provide clean energy for humans. In the long-term we are interested in any food and beverage segment in which we can create great products that energise and nourish our customers with healthy plant-based proteins and good fats.

An opportunity that cuts across traditional categories.

Globally, we are seeing the acceleration of a series of powerful and inter-related market developments: a shift to plant-based proteins; emphasis on health, provenance, sustainability and brand authenticity. These developments are playing out across a wide range of food and beverage categories. Trends are powerful in Australia – 12.1% of Australians on mostly vegan diet by 2019.1

Ultimately, there is an ever-growing awareness of the need for humans to source far more of their protein intake from plants and far less from livestock. In 2019 global meat consumption was worth $1.2tn2 and Australian meat and fish consumption was worth $6.3bn3. The changes have considerable scope to continue to run.

Macro tailwinds.

We see significant opportunity for brands that can capture these tailwinds across a range of conventional categories. The migration to healthier, plant-based alternatives has seen a profusion of emerging propositions that are disrupting a wide range of individual categories. Few (if any) of these brands are well positioned to move laterally and become multi-category standard-bearers for changing diet and lifestyle.

Brand shares are fragmented.

We see the nut butter category as a microcosm for the wider picture. We estimate that the category is worth approximately $175m-$200m in Australia.The overall growth of the category has been steady, however the movement in brand shares has been more remarkable. Long-term incumbent brands have lost significant share to small entrants like 99th Monkey.

The nut butter market as a microcosm.

Market &opportunityopportunity

1. Roy Morgan 2. Global Industry Meat Almanac 2020 3. IbisWorld 99th Monkey crowd sourced offer document 22

2.3 Business Model

Businessmodelmodel

Scalable FMCG

We are building a business model that seeks to propel great new food and beverage concepts from the frontiers of changing consumer demands to mainstream distribution. We want to accelerate changes in the way people eat.

Partnerships Continue to scale with low capital intensity by developing effective long-term manufacturing and distribution partnerships.

Supply chainWe enjoy a simple supply chain because we make simple products. Work closely with our suppliers to maintain and build upon our commitments to quality and sustainability.

Product development

Develop products that align with our purpose and ethos and excite our new and existing customers. Trust in the insights from our discerning and influential customers.

Engagement Meaningful engagement through story telling. Enable our customers to shape the development of our products and the growth of our business.

Distribution channels

Operate across a broad range of channels. Develop a unique and compelling retailer proposition.

Our brandEnhance recognition and positioning for the opportunity. Our brand enables us to develop an engaging perspective on the changing thinking and attitudes towards diet and lifestyle.


2.4 Business strategy

Businessstrategystrategy

99th Monkey brings innovation from the frontiers into the mainstream. Our strategy is to grow the value of our brand by engaging targeted cohorts of consumers - building loyalty and long-term customer value. Our brand and products might not be for everybody, but some people really love 99th Monkey – we see this as a strength!

Our strategy has five components

Intense focus on the high value

consumer

Compelling brand story and identity

Deep audience engagement and insights

Prescient and nimble product development

Strong retailer

proposition


2.5 Aims for this funding round

Funding aimsaims

The capital that we are looking to raise will help us to develop across each of the components of our model. If we achieve the maximum raise we will look to achieve the aims set out on this page over the next 12-24 months. If we achieve less than the maximum raise, these aims may well need to be tapered.

Our brand • Continue to build the recognition of our brand and develop the identity and perspective of the 99th Monkey (see engagement)

Distribution channels

• Build out and diversify our distribution footprint, reducing the existing concentration with Coles

• Expand the retail distribution of our core nut-butter range from the existing level of approx. 1500 points towards the maximum of an estimated 3000 points

• Secure arrangements to distribute new products through additional retail channels such as health and convenience

• Continue to develop our online distribution, leaning heavily on the planned protein powder offer, that we see as a better fit for this channel than our nut-butter offer

• Grow our export sales through existing export partners and seek new partnership that open up additional targeted markets

Engagement• Begin to work with an agency to help us to develop our audience engagement

• Develop our content output and increase investment in online engagement

• Develop plans for a 99th Monkey app and content ‘membership’, potentially rolling out an MVP.

Product development

• Bring to market new products in the three categories outlined in section 2.2.4.

• Continue to build our pipeline of new product concepts

Supply chain• Engage manufacturing partners for the new products

• Continue to identify means of reducing unit production costs with scale

• Seek to extend pricing contracts that mitigate fluctuating nut prices and other movements in input costs

Partnerships • Continue to build relationships with the retail, export, brand agency and manufacturing partners outlined above.


2.6 Organisational structure

Organisationalstructurestructure

Nick Sheridan Managing Director

Sam Taylor Advisor / Director

Brian Dominiecki Operations Manager

Olivia Lamprill Brand Manager

Amanda Wong Food Technology


2.7 Team members

Meet the teamteam

Managing DirectorManaging Director

Nick founded 99th Monkey in 2013 after his nut butter obsession started to get a bit out of hand.

With a background as a journalist (The Age, The Sun, Global Coffee Report), Nick has faced a steep learning curve as he bootstrapped his business from the farmers markets to national distribution with Coles Supermarkets.

Nick is responsible for driving the strategy and growth of 99th Monkey, while also remaining involved in the day-to-day operations of the business.

Nick Sheridan


2.7 Team members

Meet the teamteam

Strategic Advisor & DirectorStrategic Advisor & Director

Sam has worked with 99th Monkey as an advisor and early investor for three years. He has really enjoyed watching the team and business grow.

Sam’s work focuses on growing enterprises. He has lived and worked in London, New York and Melbourne and has advised a number of consumer businesses on strategy, fund-raising, M&A and financial management. Sam’s experience includes a role as CFO to a consumer brand, operating across the UK and Europe. He holds a chartered accounting qualification.

Sam Taylor

Operations ManagerOperations Manager

Brian’s role with 99th Monkey has grown since starting with the company almost 5 years ago. Starting out working mainly as a production assistant in the manufacturing of nut butters, Brian now oversees the production staff as Operations Manager.

His responsibilities include ensuring we are fulfilling orders in full and on time, ordering stock, training employees, scheduling production and continually looking for and implementing ways to improve efficiency and communications amongst the staff. Brian has a Bachelor of Arts in Communication at Rutgers University.

Brian Dominiecki


2.7 Team members

Meet the teamteam

Brand ManagerBrand Manager

As head of Social Media and Brand Marketing, Liv takes care of spreading the 99th Monkey word near and far. Liv comes from a background of Social Media and Marketing at companies such as: The Chia Company, Minor Figures and Love Athletica. Liv enjoys the influencer marketing side of socials and is working on 99th Monkey’s digital and email marketing, as well as cultivating new social channels such as TikTok for brand awareness and growth.

Olivia Lamprill

Quality Assurance/Food TechnologistQuality Assurance/Food Technologist

Amanda’s role is to ensure that safe, consistent and high-quality nut butters are delivered to our consumers. Her daily responsibilities include conducting routine checks on our production floor to ensure that food safety standards and good manufacturing practices are complied.

Amanda also conducts market research and new product development to meet consumer demands.

Amanda Wong


2.8 Advisors

Meet our advisorsadvisors

Thrive CollectiveThrive Collective

With over 20 years of combined FMCG experience, the Thrive Collective founders, George and Christian provide end-to-end business management, inclusive of new business development, retailer negotiations, account and category management, long term business planning and full P&L responsibility. Operating for 18 months, Thrive Collective have added millions of dollars of incremental sales to businesses such as Bae Juice, BodyBlendz, East Imperial, Zero Food, The Kimchi Company and more.

Christian D’Andrea and George Gabriel


Capital structure

2.92.9


The company operates with a simple equity structure. We only have one class of shares, meaning that external investors will hold the same type of instrument as Nick, the founder.

As at the date of this Offer Document, the Company has 4,250,000 ordinary shares on issue. Table 1 sets out the issued capital of the Company before the Offer.

Table 2 sets out the issued capital of the Company following the Offer on a fully diluted basis (i.e. presuming all options are exercised).

Issuedcapitalcapital

2.9.1 Issued capital (before and after the Offer)

Table 1: Issued capital of the Company before the Offer

Table 2: Issued capital of the Company following the Offer

Shareholder Share Type Shares

Nicholas Sheridan Ordinary 4,016,250 (94.5%)

Samuel Taylor Ordinary 233,750 (5.5%)

Total 4,250,000 (100%)

Shares Minimum Subscription Maximum Subscription

Nicholas Sheridan 4,016,250 (89.3%) 4,016,250 (80.3%)

Samuel Taylor 233,750 (5.2%) 233,750 (4.7%)

Offer Shares 250,000 (5.6%) 750,000 (15.0%)

Total Shares 4,500,000 (100%) 5,000,000 (100%)


Rights and liabilities associated with securitiesassociated with securities

2.9.2 Rights and liabilities associated with securities

Registration of transfers.Under the Constitution, the Board has the power to refuse a transfer of shares to a third party. A more detailed description of the rights and liabilities associated with the shares is set out in Section 3 below. A copy of the Company’s Constitution is available on the Intermediary’s platform.

Ordinary shares.As at the date of this Offer, the only class of shares on issue are ordinary shares. There is no shareholders agreement between the existing shareholders and as such, the rights and liabilities associated with the shares are as set out in the Company’s constitution.


Sources of financingfinancing

2.9.3 Sources of financing

The company is currently funded by equity, debt (as set out in the table below) and by its underlying cash flows.

The business utilises multiple asset financing arrangements. Repayments on these contracts continue until October 2025 for the contracts that have the greatest unexpired terms. Interest rates applied to these facilities are between 9.4% and 12.4%.

Bank loans $37,453

Asset financing arrangements $117,960

Total debt funding $155,413


An investment in 99th Monkey Pty Ltd Proprietary Company should be seen as high-risk and speculative.

A description of the main risks that may impact the Company’s business is below. Investors should read this section carefully before deciding to apply for shares under the Offer. There are also other, more general risks associated with the Company (for example, risks relating to general economic conditions or the inability to quickly or easily sell your shares).

Cash flow riskThe Company’s operating activities involve a series of cash inflows and outflows. Although the Company seeks to manage its cash flow efficiently, there is a risk that the Company may not have sufficient cash or working capital, at times, to fund both its operations and its expansion plans. This could affect the Company’s profitability, future prospects, and its ability to meet its business objectives.

Funding risk

The Company is in the process of raising funds to achieve its strategic business objectives and to cover its projected operating expenses. The Company may not raise all of the required funding and therefore not achieve all of its business objectives. The Company may also need to raise additional funds in the future from investors or third parties. There is no assurance that the Company will be able to obtain additional rounds of funding on substantially the same terms as outlined in this Offer Document or at all. The Company’s value may be materially affected if the required additional funding is not available.

Competition riskThe Company operates in a highly competitive market, with several known competitors and moderate barriers to entry that could allow new and unknown competitors to enter the market. If the Company is unable to successfully compete with existing and/or new competitors, this would have a negative impact on the revenue, profitability and future prospects of the business.

Insolvency riskThe Company does not have a long-term track record of profitability. The company is seeking to obtain further funding to achieve its objectives. There is no guarantee that funding will be available on favourable terms or that the Company will receive any level of funding at all.

Risks facingthe businessthe business

2.10 Risks facing the business


Key person riskAs an early-stage business, the Company is susceptible to the loss of key team members as they are considered critical to the continued success of the Company. If a key team member was lost, due to illness for example, this could significantly affect the Company’s ability to continue its operations or achieve its business objectives.

Technology risk

The Company uses a number of sales, marketing and member communication technology solutions. Despite the Company’s measures to effectively manage these systems and risks, if any of these technologies were to fail without notice, it could interrupt the Company’s ability to sell or communicate with customers, which could have a direct impact on revenue and profitability.

Brand risk

If the Company does not maintain consistent levels of quality and service in its offering, the Company’s brand and reputation could be damaged. In an increasingly connected world, damage to a company’s brand and reputation can be catastrophic. The Company is acutely aware of this risk and is vigilant to ensure that it maintains a consistently high level of product quality and customer service.

Failure to secure/ loss of supplier or customer

At present, our supply deal with Coles generates the majority of our revenue. The development of new products for new categories will dilute the risk this poses to our business.

Input price fluctuation As our main inputs (nuts) are highly traded commodities, their price is subject to fluctuation. This can impact margins.

Risks facingthe businessthe business

2.10 Risks facing the business

An investment in 99th Monkey Pty Ltd Proprietary Company should be seen as high-risk and speculative.

A description of the main risks that may impact the Company’s business is below. Investors should read this section carefully before deciding to apply for shares under the Offer. There are also other, more general risks associated with the Company (for example, risks relating to general economic conditions or the inability to quickly or easily sell your shares).


Balance sheetsheet

2.11 Balance Sheet

Non current assetsPlant & Equipment $76,606

Goodwill $4,275,375

Total fixed assets $4,351,981

Current assetsInventory Totals $78,158

Accounts Receivable $149,801

Other debtors $17,632

Cash $33,830

Total current assets $279,421

Current liabilitiesAccounts Payable $(171,147)

Other creditors $(10,842)

Total current liabilities $(181,989)

Net current assets $97,432

Non-current liabilitiesBank loans $(37,453)

Asset financing arrangements $(117,960)

Total non-current liabilities $(155,413)

Net current assets $4,294,000

Share capital $4,294,000Total shareholders funds $4,294,000

The Company was incorporated on 15 October 2021 and acquired control of the assets and business of 99th Monkey from N Sheridan & T UM Pty Ltd as trustee for the N Sheridan & T Um Family Trust (the “Trust”) pursuant to a customary restructure agreement on 28 October 2021. Prior to this date the assets and business of 99th Monkey were held by the Trust. The Trust is controlled by the founder, Nick Sheridan.

In this section is the balance sheet of the Company as at 31 October 2021, which has been prepared in accordance with the Accounting Standards.

As at 31 October 2021.


The information presented is a summary of the management information of the 99th Monkey business.

The financial periods 2019-2021 represent the 12 months to 30 June in each of the years. The financial period Q1 FY22 represents the three months to 30 September 2021.

Financialinformationinformation

2.12 Financial information

FY19 FY20 FY21 Q1 FY22

Revenue 580,953 621,395 896,719 358,613

Gross profit 161,518 94,287 214,368 111,091

Operating costs (160,830) (182,203) (260,933) (46,500)

Marketing investment (5,295) (22,294) (79,458) (22,698)

EBIT (4,607) (110,210) (126,023) 41,893

Exceptional 17,197 90,043 91,442 10,733

Debt servicing (2,514) (3,272) (11,140) (3,385)

Net earnings 10,076 (23,440) (45,722) 49,241

Historic trading information

Notes: EBIT means Earnings Before Interest and Tax.


2.13 Management comments on historical performance and outlook

Management commentscomments

Revenues have grown steadily across the financial periods presented on the previous page. The business has succeeded in building its distribution footprint across these periods, as described in section 2.2.6.

The rate of growth accelerates into Q1 FY22, largely as a result of some strong organic growth in Coles sales. Revenues for Q1 FY22 annualise at $1.4m (assuming the quarterly sales are simply multiplied by four), which represents an increase of 30% on the same period in the previous year.

Looking ahead to the rest of FY22: the business has secured a number of distribution gains, the impact of which will fall overwhelmingly into the second quarter of FY22 and beyond. These gains include: extended ranging with Coles; a new national distribution partnership covering Australian independent retailers; and a nascent export partnership that provides coverage of retailers in the Middle East.

The business has sought to simplify its supply chain arrangements and lock in beneficial terms with key suppliers over the past twelve months.

Investment has also been made in capacity and efficiency at the business’s Melbourne production facility. These improvements, along with increasing production volumes, have enabled the business deliver better and more consistent gross margins.

A review of operating costs was conducted at the end of FY21 and a number of the less productive cost items were cut. The effect of these cost reductions is evident in the reduced level of operating cost for Q1 FY22. The management team see that the business is sufficiently well resourced for the next phase of growth.

However, the management team may well look to increase the levels of investment in marketing activity, to some extent depending on the level of investment secured in this funding round.

Exceptional income across FY20, FY21 and Q1 FY22 overwhelmingly relates to various government Covid 19 funding schemes. These sources of income will fall away as the support is due to be withdrawn in the coming months.


Information about the Offer

3.03.0


A description of the rights associated with the shares is set out in Section 3.3.

To participate in the Offer, you must submit a completed application form together with the application money via the Intermediary’s platform. The Intermediary’s website provides instructions on how to apply for shares under the Offer at www.birchal.com.

The Intermediary must close the Offer early in certain circumstances. For example, if the Maximum Subscription is reached, the Offer must be closed. If the Minimum Subscription is not reached or the Offer is closed but not completed, you will be refunded your application money.

Investors may withdraw their application during the Cooling-off Period. Further information on investor cooling-off rights can be found in Section 4 of this CSF offer document.

The Offer is not underwritten and there is no guarantee that these funds will be raised.

Term Details

Shares Fully-paid ordinary shares

Price $1.00 per share

Minimum Subscription $250,000

Maximum Subscription $750,000

Minimum parcel size $250

Opening date 4 November 2021

Closing date 25 November 2021

Terms ofthe offerthe offer

3.1 Terms of the Offer


3.2 Use of funds

Use of fundsfunds

The table sets out the intended use of funds raised under this Offer based on the minimum and maximum subscription amounts.

The Offer costs includes the Intermediary’s fees under the hosting agreement between the Company and the Intermediary. These fees are up to 6% of all funds raised by the Company through Birchal Financial Services Pty Ltd (Intermediary), plus $2,800 for administration and setup costs.

No other payments from the funds raised will be paid (directly or indirectly) to related parties, controlling shareholders, or any other persons involved in promoting or marketing the Offer.

We expect that the Maximum Subscription amount will be sufficient to meet the Company’s short-term objectives over the next 18–24 months.

If only the Minimum Subscription amount is raised, the Company may require further funding to be able to carry out our intended activities over the next 12–18 months. In such circumstances, the Company may consider undertaking a further CSF offer under the CSF regime. Until additional funding is obtained, we will scale back the number of new products to be launched to focus on just one category and continue to focus our cash resources on entering that new market.

Expense Minimum raise $250k

Maximum raise $750k

Product development $20,000 $120,000

Working capital $50,000 $170,000

Marketing $153,000 $380,000

Capital expenditure $10,000 $35,000

Offer costs $17,000 $45,000

TOTAL $250,000 $750,000

(Please note these figures are subject to change before final version)


3.3 Rights associated with the shares 3.3.1 Voting rights 3.3.2 Dividends

Immediately after issue, the shares will be fully-paid shares. There will be no liability on the part of shareholders and the shares will rank equally with the shares currently on issue.

The rights associated with the shares are set out in the Company’s constitution. These rights are described below. A copy of the constitution is available on the Intermediary’s platform.

Each shareholder has one vote on a show of hands and, on a poll, one vote for each share held.

All shareholders have a right to receive any dividends declared and paid by the Company. The directors have a discretion and may resolve to pay dividends, subject to their obligations under the Corporations Act (for example, they cannot pay dividends unless the Company’s assets are sufficiently in excess of its liabilities immediately before the dividend is declared and where it may materially prejudice the Company’s ability to pay its creditors).

Rights associated Voting Dividendswith the shareswith the shares

rightsrights


3.3.3 General meetings and notices 3.3.4 Election and removal of directors 3.3.5 Winding-up

Directors have the power to call meetings of all shareholders or meetings of only those shareholders who hold a particular class of shares.

Shareholders may vote to elect and remove directors at a general meeting by way of ordinary resolution (50%).

If the Company is wound up and there are any assets left over after all the Company’s debts have been paid, the surplus is distributed to shareholders after secured and unsecured creditors of the Company.

Meetings Election Winding& notices& notices & removal& removal upup


3.3.6 Restrictions on sale and transfer 3.3.7 Pre-emptive rights on issue of shares

Restrictions on Pre-emptive rightssale & transfersale & transfer on issue of shareson issue of shares

Pursuant to clause 8 of the Constitution, in the event that the Company wishes to issue new securities, any member holding at least 5% of the shares of the Company, as well as Nicholas Sheridan and Samuel Taylor, are entitled to participate in this issue of new securities.

In accordance with clause 10 of the Constitution and subject to clause 10.8 of the Corporations Act, the directors may refuse to register any transfer. They do not have to give reasons for a refusal.


3.3.8 Pre-emptive rights on the transfer of shares 3.3.9 Drag along rights 3.3.10 Tag along rights

Drag along Tag alongPre-emptive rightsrightsrights rightsrightson the transfer of shareson the transfer of shares

In accordance with clause 13 of the Constitution, a member, or group of members, holding at least 51% of the Shares (Shareholder Majority) in each case which must include the Founder Shareholder, may at any time, acting together, enter into an agreement (Share Sale Agreement) with a third party (Third Party Purchaser), for and on behalf of all members, to sell all of the Securities in the Company to the Third Party Purchaser, including the Securities held by any other members (Minority members). The clause provides that (amongst other considerations) all shares are to be sold on the same terms.

Where one or more members receive a bona fide offer from a third party to purchase at least 80% of the securities in the Company, those members must give each of the remaining members a written notice giving those remaining members the option to require the members in receipt of the offer to procure that the purchaser purchases all of the remaining members’ securities on the same terms and at the same time as the purchaser purchases the securities of the members in receipt of the offer.

Pursuant to clause 11 of the Constitution, in the event that any shareholder seeks to transfer all or part of their shares to a third party, these shares must first be offered to any shareholder holding at least 5% of the shares of the company, as well as Nicholas Sheridan and Samuel Taylor.


What can I dowith my shares?with my shares?

3.4 What can I do with my shares?

Shares in the Company are considered illiquid as they cannot easily be transferred or sold. However, there are numerous possible circumstances that may create an opportunity for shareholders to exit their investment in the Company. These include, but are not limited to:

There is no guarantee that any of the exit options will eventuate.

A trade purchase of the Company

A listing on a registered stock exchange (eg the ASX)

A private equity investment in the Company

A share buy-back by the Company


3.5 Investor rewards

Investorrewardsrewards

In addition to being a shareholder of 99th Monkey Pty Ltd Proprietary Company, a range of rewards are being offered for investors.

Reward $500 $1000 $2000 $5000 $10,000 Method of delivery

Lifetime 10% Discount (through our web store)

YES YES YES NO NODiscount code

Butter Bundle NO YES YES YES YES Post

99th Monkey Tote Bag

NO YES YES YES YES Post

99th Monkey Custom Butter Knife

NO NO YES YES YES Post

Lifetime 15% Discount (through our web store)

NO NO NO YES YES Discount code

Exclusive Co- Owner T-Shirt

NO NO NO NO YES Post


Information about investor rights

4.04.0


4.1 Cooling-off rights 4.2 Communication facility for the Offer

If you are a retail investor, you have the right to withdraw your application under this Offer and to be repaid your application money. If you wish to withdraw your application for any reason (including if you change your mind about investing in the Company), you must do so within five business days of making your application (Cooling-off Period).

You must withdraw your application via the Intermediary’s platform. You will be able to withdraw your application within the Cooling-off Period by following the link and the instructions within your portfolio on the Intermediary’s platform.

After your withdrawal has been processed, the Intermediary will refund the application money to your nominated account as soon as practicable.

You can ask questions about the Offer on the communication facility available on the Intermediary’s platform. You can also use the communication facility to communicate with other investors, with the Company and with the Intermediary about this Offer.

You will be able to post comments and questions about the Offer and see the posts of other investors on the communication facility. The Company and/or the Intermediary will also be able to respond to questions and comments posted by investors.

Officers, employees or agents of the Company, and related parties or associates of the Company or the Intermediary, may participate in the facility and must clearly disclose their relationship to the Company and/or Intermediary when making posts on the facility.

Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

Cooling Communicationoff rightsoff rights facilityfacility


4.3 Proprietary company corporate governance obligations 4.3.1 Annual report

While the Company is currently a small proprietary company that is not required to prepare annual financial reports and directors’ reports, if we successfully complete this Offer, then we will be required to prepare and lodge these annual reports with ASIC (within four months of the financial year end). The Company has a 30 June year end and its financial reports must be lodged by 31 October each year.

Our financial reports are currently not required to be audited as we are a small proprietary company. This means that the Company’s financial reports will not be subject to auditor oversight and, therefore, there will be no independent assurance of the Company’s financial statements. However, the directors are still required to ensure that the financial statements give a true and fair view of the Company’s financial position and performance and that the financial statements comply with the accounting standards.

We may be required to have our financial reports audited in the future if we raise more than $3 million from CSF offers (including this current offer and any future offers) or otherwise become a large proprietary company.

Company Annualobligationsobligations reportreport


4.3.2 Distribution of annual report 4.3.3 Related party transactions

The Company is not required to notify shareholders in writing of the options to receive or access the annual report. Shareholders will not be able to elect to receive a copy of the annual report by way of email or post. However, shareholders can access the annual report on the Company’s website at the following address 99thmonkey.com.au (free of charge) or can purchase the report from ASIC.

If we successfully complete this Offer, the rules on related party transactions in Chapter 2E of the Corporations Act will apply to the Company (for so long as we continue to have CSF shareholders). This means that the Company is required to obtain shareholder approval before giving financial benefits to related parties of the company (e.g. directors and their spouses, children or parents), subject to certain exceptions (such as reasonable remuneration provided to directors).

Distribution of Related partyannual reportannual report transactionstransactions


http://99thmonkey.com.au

Takeoversovers

4.3.5 Takeovers

If we successfully complete this Offer and have more than 50 shareholders, the takeover rules in the Corporations Act will only apply to the Company in a very limited way. If someone wants to buy more than 20% of the voting shares in the Company, they will be able to do so without complying with the takeover rules. This means a person may be able to get control of the Company without making a formal takeover bid to all shareholders or without seeking shareholder approval.

Shareholders will not have the benefit of the full protections under the takeover rules, which means you may not have the right to vote on or participate in a change of control of the company. However, the general principles of ensuring shareholders have sufficient information and time to consider a change of control, and all have a reasonable and equal opportunity to participate in any benefits, will apply to the Company. In addition, the Takeovers Panel has jurisdiction to hear disputes relating to control of the Company.


Glossary

Company Company means 99th Monkey Pty Ltd Proprietary Company ACN 654 525 596

Cooling-off PeriodCooling-off Period means the period ending five business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money

CSF CSF means crowd-sourced funding under Part 6D.3A of the Corporations Act

Intermediary Intermediary means Birchal Financial Services Pty Ltd AFSL 502618

Maximum SubscriptionMaximum Subscription means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer

Minimum SubscriptionMinimum Subscription means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer

OfferOffer means an offer of fully-paid ordinary shares by the Company under this CSF offer document

Retail investor Retail investor has the meaning given to the term “retail client” under the Corporations Act

Glossary


Documents

99th Monkey Pty Ltd Crowd-sourced funding offer document