Short Story
Offer Summary
MyBeehive (2018) Limited is currently a wholly owned subsidiary of NZ Honey Innovations Limited (NZHI).
NZHI holds 510 ordinary shares in the Company.
The Company is offering to issue between 50 and 490 new non-voting Investment Shares to investors at $1,840 per share.
This will raise a minimum of $92,000 and a maximum of $901,600 from the offer of new non-voting shares in the Company to the community. This makes up a collective ownership stake of between 5% and 49% for the community depending on the number of investments.
In order for the capital raise to be successful and for an investor to be officially accepted as shareholders in the Company, we will need to reach our minimum goal of $92,000.
The Company’s vision is to own and operate beehives to produce mānuka and other New Zealand honey.
The Company’s core business model is based on growing its inventory of beehives to produce premium quality New Zealand mānuka honey. The Company will generate income through honey sales and selling queen bees.
The Company is looking to raise between $92,000 and $901,600. The shares to be issued are new non-voting Investment Shares. Depending on how much new capital is raised the funds will be used for capital investment (buying beehives, erecting buildings, purchasing vehicles) and for working capital (including to pay beekeepers and lease land).
NZHI is willing to fund the Company through shareholder loans. However, the main purpose behind raising capital by crowd funding is to propagate the Company’s and NZHI’s core mission statement:
To connect the end users/consumers of New Zealand mānuka honey with the beekeepers and bees who produce them
(a) Minimum Subscription: $92,000 for 8.92% of the Company (50 Investment Shares at $1,840 per share). This means that in order for the capital raise to be successful and for you to be officially accepted as shareholder in the Company, we will need to reach our minimum goal of $92,000.
(b) Maximum Investment target: $901,600 for 49% of the Company (490 Investment Shares at $1,840 per share)
(c) Share class offered: Investment Shares. As set out in clause 3(c) of the Company’s constitution, Investment Shares are non-voting but have equal entitlements to receive dividends and any distributions from the Company. Each share however will be linked to the right of the investor to receive 10kg of Non-peroxide activity (NPA) or Manuka Honey Index (MHI) 5+ manuka honey per annum.
(d) Share price: $1,840 per share.
(e) Minimum Investment Amount: You may subscribe for a minimum of one Investment Share for $1,840. There is no maximum on the number of Investment Shares you may apply for.
2. Company
(a) Company name: My Beehive (2018) Limited
(b) Date incorporated: 29 August 2018
(c) Constitution: Please refer to Appendix B
(d) Companies Office Record: Please refer to Appendix C
3. Business
(a) Company history
The Company is currently a wholly owned subsidiary of NZHI. NZHI was founded by Wetex Kang, an Auckland based ex-health professional and health products manufacturer who is passionate about beekeeping and bees. NZHI operates a beekeeping business and will provide beekeeping, logistics, administration and distribution services to the Company on a cost recovery basis. A service agreement will be signed between NZHI and MyBeehive (2018) Limited, after the conclusion of this capital raising.
(b) Product/Service
The mission of the Company is to build and grow a mānuka honey production business. The Company wants to give its investors a stake in a business that owns beehives and transports them around different growing regions of New Zealand to harvest mānuka honey. Traditionally, if an individual is interested in keeping a beehive, he or she would have to learn about beekeeping. The Company allows investors to be involved in a business that owns and operates beehives in New Zealand (and gives investors priority access to the honey produced by those hives), without the hard work.
The Company’s core business model is based on selling premium quality New Zealand mānuka honey. The Company will generate income from honey sales and selling queen bees.
(c) Organisational Structure
The Company will operate as a stand-alone business and will own all of its beehives.
Until the Company develops sufficient scale, it will outsource beekeeping services, administration and mānuka honey sales and distribution to NZHI (on a cost recovery basis).
(d) Sources of income
(i) Honey and mānuka honey sales
Different areas in New Zealand produce different grades of mānuka honey. The values of mānuka honey are determined by their antibacterial activities. It is rated via an index called non-peroxide activity (), the higher the NPA, the more valuable the mānuka honey is.
The Company will place its beehives around different regions in New Zealand and these beehives will produce different grades of mānuka honey. Each beehive can produce around 10-20kg of honey per season. The Company will move beehives from one area to another because different regions have plants that flower at different time. So if hive management is done well, one beehive may produce 20kg of honey per year. Honey prices vary depending the type of honey and the grade of mānuka honey. Indicative whole prices for honey are shown below:
| Types of honey | Budgeted price per kg after processing NZD excluding GST |
| Clover Honey | $10.00 |
| Bush Honey | $12.00 |
| Mānuka Honey Blend | $20.00 |
| Mānuka Honey 5+ | $29.00 |
| Mānuka Honey 10+ | $46.00 |
| Mānuka Honey 15+ | $86.00 |
| Mānuka Honey 20+ | $140-$200 |
Note: Average revenue from honey sales is calculated at NZD$20+GST in the financial forecast.
(ii) Selling beehives and queen bees
There are increasing demands on commercial beekeepers and hobbyist beekeepers for quality beehives and queen bees. The current 2018 prices for beehives and bees are set out in the table below:
| Types of bees/beehive | Price exclusive of GST |
| Bee nucleus | $300- $400 |
| Beehive | $600-$700 |
| Beehive ready for honey | $800-$1000 |
| Mated queen | $65-$100 |
(iii)The basics of bee breeding
If the Company buys a new beehive in early August (bees hibernate and will not breed or multiple in numbers during the winter months of May, June and July), this beehive maybe split in October. The Company is aiming to raise enough capital to buy 490 beehives with the goal of splitting each beehive at least once per year (targeting 980 beehives by winter 2019).
Help our bees, help ourselves
(e)The Company’s Markets
New Zealand is the world’s third largest exporter of honey by value, behind China and Argentina. However, it is only the 16th biggest global supplier on a volume basis, reflecting the premium price for mānuka honey, which accounts for as much as 80 percent of New Zealand honey exports and is prized for its health benefits.
According to the Apiculture NZ market data, the 2016/17 season produced an estimated honey crop of 14,855 tonnes. The value of New Zealand’s pure honey exports increased by 5 percent in 2016/17 to $329 million, despite a drop in volume (of 4 percent) compared to the previous season. China was the largest market accounting for 25 percent of total honey exports by volume.
The prized honey originates from New Zealand, yet demand is so high that supply cannot keep up. The net result is that some producers appear to be substituting cheap standard honey. Mānuka honey is only produced by bees feeding on the mānuka tree which grows throughout New Zealand. Mānuka honey with its claimed health benefits and can have a retail price in the UK of as much as £90 (NZ$162) a pot.
(f)Use of funds
Tentative start date – Post Crowd Funding – 30 September 2018
| Minimum (50 Investment Shares) |
Maximum (490 Investment Shares) |
||
| Funds raised | $1,840/share | $92,000 | $901,600 |
| Purchase beehives (1 per share) |
$700+GST/hive | ($40,250) | ($394,450) |
| 6 Bay Shed | N/A | ($60,000) | |
| Vehicles | N/A | ($135,000) | |
| Capital raising costs | ($10,995) | ($107,751) | |
| Working capital | $40,755 | $204,399 |
Contributions by NZHI
● NZHI will supply beehives at a wholesale price of $700 + GST each.
●NZHI will provide outsourced administration and logistics services without markup to MyBeehive (2018) Limited. Nevertheless, MyBeehive 2018 Ltd will pay the wage of a beekeeper.
● NZHI will distribute the Company’s honey and nucs through its sales channels on a cost recovery basis only.
(g)Additional/Future Funding
NZHI has agreed to provide shareholder loans to fund the Company’s operations and to provide extended payment terms to match the Company’s cashflows from honey sales. The interest-free loans are repayable on 1 June 2021 at the discretion of NZHI taking into account the financial ability of the Company to repay the loans.There is currently no loan agreement between NZHI and MyBeehive (2018) Limited.
The Company does not have any plans to raise additional capital after this funding round as it should be able to generate sufficient cash to fund future growth.
(h) Exit Opportunities
Investors should understand that this is an illiquid investment and that shares are being offered to investors on the basis that they will generate a strong dividend flow. There are no current plans in place for the Company or its business to be sold within the near or medium term.
4. The Team
(a) Managing Director
Wetex Kang graduated at University of Otago in 1994 with a Bachelor of Pharmacy (with honours). Six months after graduation, Wetex’s honours research on Pharmacokinetics was published in the British Journal of Clinical Pharmacology. After his internship, he purchased a pharmacy at St Lukes, Auckland, New Zealand. It is at this pharmacy, he started his career within the health and wellness industry. Trading under the company name, New Zealand Low Carb Limited (), NZLC started manufacturing its own range of nutritional supplements sold through NZLC’s retail shop and online website. Between 1996 and 2014, Wetex has consulted on the health and wellness of over 80,000 individuals within New Zealand (many of them professional athletes). In 2004, he published his book on low carbohydrate/sugar nutrition. NZLC currently sells its products in Australia, Singapore and New Zealand.
Wetex also currently manages NZHI, a honey extraction and packing facility. NZHI operates under a Risk Management Plan registered with the New Zealand Ministry for Primary Industries. This credential allows NZHI to export honey to other countries such as China, Malaysia and Singapore.
Wetex’s passion for beekeeping has seen him excel within the industry, Wetex is also a queen bee breeder. Wetex leads the team of beekeepers within NZHI and is committed to transforming the beekeeping business landscape in New Zealand.
(b)Business Team
Marketing Specialist
Yu Li is an experienced high level executive, head hunted by Wetex to lead the team for NZHI and the Company. Yu Li holds a Masters in Business and has held marketing positions in a pharmaceutical company. Yu manages a team of sales consultants who have far reaching relationships across the globe and have been tasked with the mission of marketing honey for NZHI and the Company.
Beekeeping and Honey Team
Darryl Puckett, a commercial beekeeper with 11 years’ experience, is the Chief Operating Officer for NZHI and the Company. Darryl has previously worked for many apiculture giants. Darryl oversees the entire operation for NZHI and the Company, including the honey team, queen breeding team, land managers and breeding operation.
Roq Balcombe, a success story for our FutureBeez program*, holds the role of team leader for the beekeeping team. This team consists of Joseph Bray and Tony Porter (FutureBeez graduate).
Queen Breeding Team
The queen bee is the most important part of a beehive. Queens with good genetic produce more bees and honey than those of poor genetic. The queen team is leaded by Wetex Kang, Luciana Schwarz and Rawiri Iti.
Land Managers
Jack Korewha and Taame Iti are our Māori ambassadors and land managers. Their far reaching relationships among Māori land owners are the key to the Company producing premium quality mānuka honey.
Site Preparation Team
Kody Wrathall (FutureBeez graduate) and Ben Bray (FutureBeez apprentice) are part of the site preparation team, Kody and Ben are experienced in operating excavators and other heavy machinery. Their main tasks include creating access and site preparations for the honey and queen breeding teams, using heavy machinery for hard to access terrain.
External consultants
Daykel Apiaries, NZ’s carniolan and hybrid queen breeder specialist who produces artificially inseminated breeder queen bees. Daykel Apiaries supplies these breeders to our queen breeding team.
The relationship between the NZHI team and MyBeehive (2018) Limited
MyBeehive will pay for the salary of beekeeper(s) and the NZHI team described will provide outsourced administration and logistics without markup to MyBeehive (2018) Limited.
5.Shares and Shareholders
(a)The Company currently has share capital of 510 ordinary shares which are held by NZHI.
(b)After the crowdfunding capital raising, 510 ordinary shares will be held by NZHI and between 50 and 490 Investment Shares will be owned by new investors.
6. Share Details
(a)The shares being offered are fully paid Investment Shares. Investment Shares are non-voting shares. Holders of Investment Shares will not have voting rights or the right to appoint or remove directors.
You can read more about the rights attached to ordinary and Investment Shares in the Company’s Constitution.
(b) Shareholder Details
| Pre-offer | Post Offer (min raise) | Post Offer (max raise) | |||||
| Shareholders | Class | Number | % | Number | % | Number | % |
| NZHI | Ordinary | 510 | 100 | 510 | 91 | 510 | 51 |
| Investors | Investment | 50 | 9 | 490 | 49 | ||
| Total | 560 | 100 | 1,000 | 100 | |||
(c)Shareholder Discount/Benefits
The owner of one Investment Share will have the benefit of being allocated one dedicated beehive, with the shareholder’s name stamped on the side of the beehive, along with an unique QR code and monitoring with a smart phone APP (Android or iOS).
Each owner of an Investment Share will receive 10kg of Non-peroxide activity (NPA) or Manuka Honey Index (MHI) 5+ manuka honey per annum (during the month of February, following the purchase of a share. The return will be guaranteed by NZHI. Shareholders will also have the opportunity to buy the Company’s bulk honey (subject to availability) at a wholesale price.
Note to investors: The honey received annually may incur tax, please consult your accountant/tax agent for additional information.
(d)Dividends
Investment Shares also come with the right to an equal share in dividends and other distributions made by the Company (subject to the rights of any other class of share) as well as the right to an equal share in the distribution of surplus assets of the Company. The Company’s profits will be distributed as dividends as cashflow allows.
(e) Future capital raising plans
There is no immediate plan to raise extra capital from investors in the near future.
(f)Share Register
The Company will manage the share register using NZHI’s administration team.
7.How to Trade Shares
As there is no open market to trade, shares are illiquid. There may be instances where you would like to withdraw from your investment. Should this be the case, the directors will keep a register of current and prospective shareholders. Any shareholders wishing to sell their shares will be introduced to potential investors on the waiting list for shares. NZHI may also consider buying the share. It will however be the investor’s and potential investor’s responsibility to trade the shares at a value agreed between the parties. Accounting information to determine the value of the shares can be sought from the Company, but no responsibility will be taken by the Company or the directors on the deemed value of the shares traded. Legal and tax advice on any trading of shares should be sought.
8.Risks
We have highlighted what we think are the strengths of our business and the opportunities for growth and expansion we think are available. But there are certain risks that are inherent in running a business, so we thought you should know about the risks of which we are aware. We will try to mitigate those risks and to minimise their impact should they arise.
(a) Biosecurity Risks:
(i) AFB – American Foul Brood
Our experienced beekeepers will endeavour to check for AFB in our beehives but we cannot avoid AFB being spread from nearby apiaries. All of NZHI’s beekeepers are DECA or DECA 2 certified, both are qualifications (issued by AsureQuality, the government appointed agency) that assist to prevent AFB infecting beehives.
(ii)Varroa mite
Varroa mites arrived in NZ in year 2000. NZHI is diligent in applying varroa treatment twice a year in September and February. The breeder queens we use for queen breeding also have some mite resistance characteristics.
(iii)Other biosecurity risks
The managing director, COO and GM of NZHI are constantly monitoring current affairs within the beekeeping industry and other industries that are closely related to apiculture. NZHI will response to any biosecurity (for example the myrtle rust incident), by formulating alternative beekeeping strategies.
(b) Land Access
(i) The 490 beehives will be placed throughout New Zealand at our apiaries located within the Hokianga, Kaipara, Bay of Plenty, Taupo and Taranaki region. Ruawai will be used as the headquarter yard, the address is 4649 State Highway 12, Ruawai.
(ii) NZHI has secured manuka tree landblocks within the regions mentioned in above. Land agreements have been signed with land owners.
(iii)The risk of not having land access has also been lowered by good relationship with Maori families and most importantly with Manuka Whenua Holding company. Manuka Whenua is a land holding company owned by 5 shareholders of NZHI.
(c)Thieves
Beehive(s) may be stolen from our apiaries. In the event of thieft, we will lodge a claim with our insurance company (AON). AON will accept a maximum claim amount of $20,000 per claim.
(d)Climatic conditions
The honey yield of a beehive is highly dependant to the weather of the region when the manuka trees are flowering. Regular rainfall will reduce honey harvest. A dry spring/summer will maximise the amount of honey collected from beehives.
(e)Market risks
The managing director, COO and GM of NZHI are constantly monitoring current affairs within the beekeeping industry and other industries that are closely related to apiculture. NZHI will response to any market risks by formulating alternative marketing and beekeeping strategies.
9. Related party disclosures
(a)NZHI supplies beehives to the Company at a wholesale price of $700 plus GST each consistent with its sales to third parties.
(b)The managing director of the Company is also the managing director of NZHI.
(c)NZHI supplies administration and logistics services and honey distribution services to the Company. These will be made without markup from services prices consistent with dealings with third parties.
10.Financial Information
(a) The revenue for MyBeehive (2018) Limited will be derived from:
Year 1 (2018/2019 financial year)
·Honey Harvested from 490 beehives
·Queen bee sales from October to April, estimated at 50 queen bees sold weekly (over a 28 weeks period) at $60+GST
·Beehives will be split after honey has been harvested. Half of the splits (245) will be sold via existing channels of NZHI and the remaining will be used for honey collection during the 2020 season.
Year 2 (2019/2020 financial year)
· Honey Harvested from 735 beehives
·Queen bee sales from October to April, estimated at 50 queen bees sold weekly (over a 28 weeks period) at $60+GST
·Beehives will be split after honey has been harvested. Half of the splits (368) will be sold via existing channels of NZHI and the remaining will be used for honey collection during the 2021 season.
Year 3 (2020/2021 financial year)
·Honey Harvested from 1103 beehives
·Queen bee sales from October to April, estimated at 50 queen bees sold weekly (over a 28 weeks period) at $60+GST
· Beehives will be split after honey has been harvested. Half of the splits (552) will be sold via existing channels of NZHI and the remaining will be used for honey collection during the 2022 season.
Note: The forecasts have been calculated based on the full amount of $901,600 being raised.
The current forecast based on full subscription will not require any loan from NZHI to MBL so no loan draw down or repayment is in the forecast.
The exact amount of loan required will depend on the level of subscription but in any rate no repayments will be required prior to March 2021.
(b)Historical Financial Information
As it is a new company, the Company does not have any historical financial information.
11.Important information about the offer
Collinson Crowdfunding is licensed and regulated by the Financial Markets Authority and this offer is only able to be accepted on Collinson Crowdfunding’s website. Additional information about the offer and the Company may be added to the Collinson Crowdfunding website campaign page from time to time. The information about the offer is confidential and has been compiled by the Company from information believed to be reliable.
The offer does not constitute, and is not intended to be, an offer in any parties or to any persons outside of New Zealand where such an offer is not authorised or is illegal. Anyone receiving this offer outside of New Zealand must ensure that they fully comply with all applicable laws in their own jurisdiction before accepting an offer. Without limiting the previous statements, the Company and Collinson Crowdfunding reserve the right to decline any acceptance or notice of intention to make an offer from a person outside of New Zealand.
12.Warning Statement
Equity crowd funding is risky.
Issuers using this facility include new or rapidly growing ventures. Investment in these types of businesses is very speculative and carries high risks.
You may lose your entire investment, and must be in a position to bear this risk without undue hardship.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.
The usual rules do not apply to offers by issuers using this facility. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.
Ask questions, read all information given carefully, and seek independent financial advice before committing yourself.”
