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IMPORTANT INFORMATION Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
The information in this section is required under
Important Information Important Information
the Securities Act 1978.
Investment decisions are very important. They often have s I NFORMATION THAT MAY BE RELEVANT TO THE ADVISERS warrant to Ecoya that he, she or it is not in a jurisdiction (i) If you receive any payments in relation to the security or
long-term consequences. Read all documents carefully. character, including certain criminal convictions, that does not permit the making of the Offer or an invitation lNANCIAL PRODUCT THAT ARE NOT IN !USTRALIAN DOLLARS YOU
Ask questions. Seek advice before committing yourself. BANKRUPTCY ANY ADVERSE lNDINGS BY A COURT AGAINST of the kind contained in this Offer Document and is not MAY INCUR SIGNIlCANT FEES IN HAVING THE FUNDS CREDITED
the adviser in a professional capacity, and whether the ACTING FOR THE ACCOUNT OR BENElT OF A PERSON WITHIN SUCH A to a bank account in Australia in Australian dollars.
Choosing an Investment ADVISER HAS BEEN EXPELLED FROM OR PROHIBITED FROM JURISDICTION .EITHER %COYA NOR ANY OF ITS $IRECTORS OFlCERS
joining, a professional body; and employees, consultants, agents, partners or advisers accepts J ) F THE SECURITY OR lNANCIAL PRODUCT IS ABLE TO BE TRADED ON
When deciding whether to invest, consider carefully the s ANY RELATIONSHIPS LIKELY TO GIVE RISE TO A CONmICT OF INTEREST any liability or responsibility to determine whether a person A lNANCIAL MARKET AND YOU WISH TO TRADE THE SECURITY OR
answers to the following questions that can be found on the is able to participate in the Offer. lNANCIAL PRODUCT THROUGH THAT MARKET YOU WILL HAVE TO
pages noted below: The adviser must also tell you about fees and remuneration make arrangements for a participant in that market to
before giving you advice about an investment. The Warning Statements for Australian Shareholders SELL THE SECURITY OR lNANCIAL PRODUCT ON YOUR BEHALF )F THE
What sort of investment is this? information about fees and remuneration must include - lNANCIAL MARKET IS A FOREIGN MARKET THAT IS NOT LICENSED IN
pages 91 to 93 (a) This Offer to Australian investors is a recognised Australia (such as a securities market operated by NZX)
s T HE NATURE AND LEVEL OF THE FEES YOU WILL BE CHARGED FOR the way in which the market operates, the regulation of
Who is involved in providing it for me? offer made under Australian and New Zealand law. In
receiving the advice; and participants in that market and the information available
page 93 Australia, this is chapter 8 of the Corporations Act 2001
s WHETHER THE ADVISER WILL OR MAY RECEIVE A COMMISSION OR TO YOU ABOUT THE SECURITY OR lNANCIAL PRODUCT AND TRADING
How much do I pay? and Regulations. In New Zealand, this is Part 5 of the
OTHER BENElT FROM ADVISING YOU may differ from Australian licensed markets.
pages 93 to 94 Securities Act and the Securities (Mutual Recognition
What are the charges? of Securities Offerings) Regulations 2008.
An investment adviser commits an offence if he or she does K 4
HE lNANCIAL MARKET ON WHICH 3HARES AND 7ARRANTS
page 94
not provide you with the information required. issued under the Offer will be quoted is the main board
What returns will I get? (b) This Offer and the content of the Offer Document
pages 94 to 96 are principally governed by New Zealand, rather equity security market operated by NZX.
Important Notice
What are my risks? than Australian, law. In the main, the Securities
No Guarantee
pages 96 to 100 This Offer Document is for an initial public offer (“Offer”) Act and Securities Regulations set out how the
Can the investment be altered? of Shares and Warrants in Ecoya Limited (the “Company” Offer must be made.
No person guarantees the Shares or Warrants offered under
pages 100 to 101 or “Ecoya”).
this Offer Document.
How do I cash in my investment? C 4
HERE ARE DIFFERENCES IN HOW SECURITIES AND lNANCIAL
page 101 It is an investment statement for the purposes of the products are regulated under New Zealand, as opposed
Forward Looking Statements
Who do I contact with inquiries about my investment? Securities Act and the Securities Regulations, and has been TO !USTRALIAN LAW &OR EXAMPLE THE DISCLOSURE OF FEES
page 101 prepared as at, and is dated, 25 March 2010. for managed investment schemes is different under
This Offer Document contains certain statements that
Is there anyone to whom I can complain if I have New Zealand law.
relate to the future. Such statements are not a guarantee of
problems with the investment? The purpose of this Offer Document is to provide certain
future performance and involve known and unknown risks,
page 102 key information that is likely to assist a prudent but non- (d) The rights, remedies and compensation arrangements
uncertainties, assumptions and other important factors, many
What other information can I obtain about EXPERT PERSON TO DECIDE WHETHER OR NOT TO ACQUIRE 3HARES available to Australian investors in New Zealand
of which are beyond the control of Ecoya and which may cause
this investment? and Warrants in Ecoya under the Offer. However, investors SECURITIES AND lNANCIAL PRODUCTS MAY DIFFER FROM THE
actual results, performance or achievements of Ecoya to differ
page 102 should note that other important information about the rights, remedies and compensation arrangements for
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS
Offer, the Shares, the Warrants and Ecoya is available in the !USTRALIAN SECURITIES AND lNANCIAL PRODUCTS
In addition to the information in this document, important registered prospectus in respect of the Offer (“Prospectus”)
Risk and Suitability of an Investment in Ecoya
information can be found in the current registered prospectus and in the information available for inspection at the (e) Both the Australian and New Zealand securities regulators
for the investment. You are entitled to a copy of that REGISTERED OFlCE OF %COYA DESCRIBED FURTHER ON PAGE have enforcement responsibilities in relation to this
This Offer Document does not take into account each
prospectus on request. Offer. If you need to make a complaint about this Offer, investor’s investment objectives, financial situation
You should read all of this Offer Document and the please contact the Australian Securities and Investments and particular needs. Investors should read this Offer
Engaging an investment adviser accompanying documentation before deciding whether or
Commission (ASIC). The Australian and New Zealand Document in full before deciding whether to invest. In
not to invest under this Offer.
regulators will work together to settle your complaint. particular, investors should consider the risk factors that
An investment adviser must give you a written statement could affect Ecoya’s performance (including those set out
No person is authorised to give any information or make
that contains information about the adviser and his or her F 4
HE TAXATION TREATMENT OF .EW :EALAND SECURITIES AND under the heading “What are my risks?” on pages 96 to 100),
any representation in connection with this Offer, which is
ability to give advice. You are strongly encouraged to read lNANCIAL PRODUCTS IS NOT THE SAME AS THAT FOR !USTRALIAN particularly with regard to their personal circumstances.
not contained in this Offer Document, the Prospectus or
that document and consider the information in it when securities and products. Investors, who are in any doubt as to the action they should
in other communications from the Directors of Ecoya. Any
deciding whether or not to engage an adviser. take, should consult their stockbroker, solicitor, accountant
information or representation not so contained may not be
(g) If you are uncertain about whether this investment is or other financial adviser before deciding to invest.
relied upon as having been authorised by Ecoya.
Tell the adviser what the purpose of your investment is. appropriate for you, you should seek the advice of an
This is important because different investments are suitable APPROPRIATELY QUALIlED lNANCIAL ADVISER Definitions
Overseas Investors
for different purposes, and carry different levels of risk.
The Offer is only being made to members of the public in New H 4
HE /FFER MAY INVOLVE A CURRENCY EXCHANGE RISK 4HE Capitalised terms used in this Offer Document have the
The written statement should contain important Zealand and Australia or in other jurisdictions where lawfully CURRENCY FOR THE SECURITY OR lNANCIAL PRODUCT IS IN DOLLARS SPECIlC MEANING GIVEN TO THEM IN THE 'LOSSARY SECTION OF
information about the adviser, including - permitted. No person may offer, invite, sell or deliver any that are not Australian dollars. The value of the security this Offer Document.
Shares or Warrants or distribute any documents (including OR lNANCIAL PRODUCT WILL GO UP AND DOWN ACCORDING TO
s R ELEVANT EXPERIENCE AND QUALIlCATIONS AND WHETHER this Offer Document) to any person outside New Zealand or CHANGES IN THE EXCHANGE RATE BETWEEN THOSE DOLLARS AND Unless otherwise indicated, $ or NZ$ refers to New Zealand
dispute resolution facilities are available to you; and Australia without the approval of Ecoya. This Offer Document !USTRALIAN DOLLARS 4HESE CHANGES MAY BE SIGNIlCANT Dollars and all references to time are to time in New Zealand.
s WHAT TYPES OF INVESTMENTS THE ADVISER GIVES ADVICE may not be sent into or distributed in the United States.
about; and
s WHETHER THE ADVICE IS LIMITED TO INVESTMENTS OFFERED BY Unless otherwise agreed with Ecoya, any person applying Ecoya is an early stage business and an investment in Ecoya is inherently risky and may not suit all investors.
OR MORE PARTICULAR lNANCIAL INSTITUTIONS AND for Shares under the Offer will be deemed to represent and
4 5
TABLE OF CONTENTS Ecoya Limited Share Offer
25 March 2010
Table of Contents
Investment Highlights 6 - 13
#%/S ,ETTER
ecoya:
!PPLICATION )NSTRUCTIONS
0ROVIDER OF %CO ,UXE PRODUCTS 'LOSSARY OF +EY 4ERMS
Directory
114
Introduction to the House of Ecoya The term that Ecoya uses for a brand with an
environmental platform that contains strong
Ecoya manufactures and sells a broad range DESIGN WITH LUXURY ELEMENTS IS h%CO ,UXEv
of body & bath and home fragrance products. %COYA EXPECTS %CO ,UXE WILL BE A GROWING
segment within its home fragrance and
Ecoya uses natural ingredients to create body & bath categories.
environmentally friendly products that perform
for the consumer (e.g. soaps, hand & body Ecoya is also proud of its origins in Australasia
lotions and hand wash) and their home and the Board believes that this provenance
(e.g. scented candles and diffusers). ADDS TO THE BRAND STORY AS %COYA EXPANDS INTO
the Northern Hemisphere, as Australasia is
Worldwide, many consumer groups are PERCEIVED AS A FRESH AND @.EW 7ORLD REGION FOR
becoming more house proud, paying more fragrances and body & bath care.
attention to their home style and also
entertaining more at home. The Ecoya brand, %COYA PLANS TO MAXIMISE ITS INTERNATIONAL
packaging and merchandising will utilise a market opportunity. It is already selling its
strong sense of design and aesthetic, which is products across Australia and New Zealand
an important part of meeting the needs of this in selected gift stores, home stores and
developing consumer characteristic. DEPARTMENT STORES SUCH AS $AVID *ONES
STORES IN !USTRALIA AND "ALLANTYNES IN
.EW :EALAND AND IN .UANCE 'ROUP $UTY
Free in Australia.
$8.0 31.03.20
m 11 illi
201
1 pr
osp
on
ect This Offer represents an opportunity to invest annum and is forecast to grow at a compound
ive in a growing business with an international ANNUAL GROWTH RATE h#!'2v OF PER ANNUM
STRATEGY AND AN EXPERIENCED MANAGEMENT TEAM TO REACH A MARKET SIZE OF APPROXIMATELY 53
billion per annum by 20131.
The key features of this opportunity are:
The USA home fragrance market was estimated
1. A FAST START to be worth around US$5.1 billion per annum
IN AND IS PREDICTED TO GROW AT A COMPOUND
The business operated by Ecoya was established ANNUAL GROWTH RATE h#!'2v OF PER
IN !PRIL )T HAS EXPERIENCED STRONG GROWTH annum to reach a market size of US$6.0 billion
since the 42 Below founders invested in February per annum by 20122.
2008. During this time a skilled management
$3.9 31.03.20 team has been assembled, along with a platform %COYA IS TARGETING THE %CO ,UXE SEGMENT
m 10 illi
for continued growth. of these markets, because it considers this
201
0p
ros
on )N THE lNANCIAL YEAR TO -ARCH %COYA IS
segment is growing quicker than the markets
as a whole. This is discussed further on
pec
tiv forecasting to grow its revenue to NZ$3.9 million PAGES TO
e
AN INCREASE OF FROM THE PREVIOUS MONTHS
ending 31 March 2009) and is forecasting further Ecoya considers that its Australasian
GROWTH OF OVER IN THE lNANCIAL YEAR TO provenance, its focus on natural bases and its
March 2011 with revenue of NZ$8.0 million. environmentally friendly offering potentially
distinguish Ecoya from the large international
$2.2 31.03.20 Note: The 2009 revenue is for the pro forma cosmetic and fragrance companies, which are
m 09 illi
12 month period to 31 March 2009 (which is not typically based in the Northern Hemisphere.
200
9p on THE SAME PERIOD AS %COYAS AUDITED lNANCIAL
statements for the 14 month accounting year Accordingly, Ecoya considers there is an
ro-
for
ma ended 31 March 2009). opportunity for a well funded business to
capitalise on the market opportunity in this
Ecoya has developed a platform in Australasia, growth sector.
and the Board believes that this is the appropriate
TIME TO RAISE FURTHER CAPITAL TO EXPLOIT GROWTH 3. HIGH QUALITY TEAM WITH A PROVEN
opportunities for the business. TRACK RECORD
4HE TEAM INCLUDES 'EOFF 2OSS #HAIRMAN (soot) than conventional candles typically 5. HIGH MARGIN CATEGORY s 3ALES PERSONNEL n %COYA INTENDS TO CONTINUE
'RANT "AKER %XECUTIVE $IRECTOR #RAIG MADE FROM PARAFlN BASES generating New Zealand and Australian
3CHWEIGHOFFER #HIEF %XECUTIVE /FlCER AND A high value brand positioned for the affordable sales directly through its Ecoya sales staff
3TEPHEN 3INCLAIR #HIEF &INANCIAL /FlCER MOTIONAL CREDENTIALS INCLUDE THE BRANDS
% LUXURY SEGMENT AND EFlCIENT DISTRIBUTION ARE in those countries. Ecoya has ten sales
These individuals were all involved in the provenance on the shores of Botany Bay, two business dynamics that should assist Ecoya focused employees across New Zealand
growth of the 42 Below branded vodka Sydney, where Joseph Banks and Captain to achieve a strong gross margin as well as drive and Australia. Ecoya currently anticipates
company which was acquired by Bacardi #OOK lRST LANDED IN !USTRALIA THE %COYA sales growth. applying this sales model further abroad
IN 0RIOR TO "ELOW 'RANT "AKER AND factory is located on Sir Joseph Banks Drive). by appointing Ecoya personnel in its target
Stephen Sinclair were involved with the growth "ASED ON THESE DYNAMICS MEETING %COYAS international markets to generate sales.
of electricity retailer, Empower Limited, and Associations with brands in fashion, music EXPECTATION %COYA FORECASTS AN AVERAGE GROSS
point of sale business, NetCo Limited. Prior AND DESIGN IF SUCCESSFULLY EXECUTED SHOULD MARGIN OF AROUND ON SALES OF .: s ) NTERNATIONAL EXPANSION n %COYA PLANS TO
TO "ELOW 'EOFF 2OSS WORKED IN ADVERTISING also enhance the emotional attachment to million in the year ending 31 March 2011. sell its products internationally in leading
as Managing Partner and Board Member of %COYA 4HIS WAS A PART OF "ELOWS SUCCESS gift stores, home stores, department
$$"