Me Today – Opening of Offer to Retail Investors
Me Today Limited
General Retail Oer
10, June 2021
Lead Manager
Dear potential investor,
The Oer
On behalf of the Board of Me Today Limited (Me Today), I am pleased to oer you an
opportunity to participate in an oer by Me Today to purchase up to $50,000 of shares at an
issue price of 8.8 cents per new share.
Purpose of the Capital Raising
Me Today recently announced that it has conditionally agreed to acquire 100% of King Honey
Limited from interests associated with Terry Jarvis for a total consideration of $36 million.
King Honey is one of New Zealand’s premium Mānuka Honey producers, operating since 2016
with a vision to bring highly skilled beekeepers together to develop a fully integrated Mānuka
Honey business. It has a network of 18,000 beehives and 3,600 queen bee rearing hives situated
across the North Island of New Zealand and into the Marlborough region at the top of the South
Island.
King Honey operates two brands, the BEE+ brand and the Superlife brand. Me Today sees real
opportunity for the continued growth of these brands together with the ability to include
Mānuka honey products as an extension of the Me Today product range. Given the overlap in
category, there is also benefit in leveraging the distribution networks of both Me Today and
King Honey.
King Honey had revenue of $16.5 million and EBITDA of $3.87 million in the financial year to 31
March 2021, and it is expecting growth in revenue and EBITDA in the year to 31 March 2022,
with revenue forecast to be $21.5 million and EBITDA of $5.26 million .
To fund the King Honey acquisition, Me Today is raising $15.75 million of new capital, which
together with some external debt funding and equity investment in Me Today by the vendor of
King Honey, will be applied towards the satisfaction of the purchase price. Included in the
capital being raised is $3.25 million which will help accelerate the ongoing growth of the
current Me Today business and cover transaction and oer costs for the acquisition.
Me Today has secured firm commitments for $10 million of new capital from wholesale
investors and a range of market participants, and a firm allocation from a market participant
for a further $2 million of new capital for this round of the capital raising. The balance of $3.75
million is to be raised through a dual oer to retail investors, comprising existing Me Today
shareholders through this oer, and a share purchase plan made to existing shareholders of
Me Today.
King Honey has created an impressive Mānuka honey business which is well established to
provide a platform for future growth. The King Honey business complements the Me Today
brand and the acquisition will enable Me Today to expand its existing lifestyle, health and
wellness businesses.
We welcome the integration of King Honey into the Me Today group as it will provide Me Today
with additional scale and opportunities for new product development utilising the proven health
benefits of Mānuka honey.
The acquisition and this capital raising are subject to shareholder approval which Me Today
intends to seek at a shareholder meeting on 25 June 2021
The notice of meeting and other information has been released to the NZX and can be found
online at http://www.metodayinvestors.com. Completion of the transaction is expected to
occur on or about 30 June 2021 subject to the results of the shareholder meeting.
Further details about the oer and the terms and conditions are set out in this Booklet. You
should read these documents, together with the Notice of Meeting and accompanying
materials that have been sent to shareholders, and seek professional advice if you have any
queries about making an investment decision.
Further information about Me Today can be found on our website http://www.metoday.com.
The oer closes at 5pm on Friday, 25 June 2021. If you wish to participate in this oer, please
ensure that you complete an online application at www.shareoer.co.nz/metoday and make
payment to Computershare by the Closing Date.
On behalf of the Board, I would like to thank you for your ongoing support of Me Today and
welcome you to be part of the next phase of our exciting journey.
Terms and conditions and other important information applying for new shares are set out on
the following pages.
If you have questions arising from this document, please contact Me Today’s share registry,
Computershare Investor Services, at 0800 650034 (within New Zealand) or +64 9 488 8777.
Yours sincerely
Me Today Limited
Grant Baker
Chair
Key information
Dates
The Oer
An oer of up to $50,000 of New Shares per retail investor applicant.
Opening date
10 June 2021
5.00 pm, 25 June 2021
Allotment and Issue of New
Shares
30 June 2021
30 June 2021
Statements mailed
Quotation of New Shares
Closing Date
By 7 July 2021
Who can participate?
Retail investors located in New Zealand
Issue price
8.8 cents per New Share
New Shares
The same class as (and rank equally with) existing quoted Shares on the Issue Date
When to apply
Applications must be received by 5.00pm on the Closing Date (25 June 2021).
Amount of New Shares
being oered
Up to $3.75 million is being sought in aggregate under this Oer and a share
purchase plan being made to existing Shareholders of Me Today, but Me Today has
discretion to accept oversubscriptions.
How to apply
Application must be made online at www.shareoer.co.nz/metoday.
Payment must be by direct credit from a NZ bank account.
Dates are subject to change and are indicative only. Me Today reserves the right to amend this timetable (including
by extending the Closing Date) subject to applicable laws and the NZX Listing Rules. Me Today reserves the right to
withdraw the Oer and issue New Shares at any time before the Issue Date in its absolute discretion.
Me Today owns and operates the Me Today brand which produces premium quality supplements and natural
skincare products.
The Me Today product range was launched in November 2019 into the New Zealand pharmacy sector through the
Green Cross Health Limited (Green Cross) network of Unichem and Life Pharmacy stores. Green Cross has a
network of 361 stores nationwide. Me Today’s products are currently stocked in 280 Green Cross stores.
As well as selling through the Green Cross network, Me Today sells its products directly to consumers on its website
www.metoday.com.
The Company sees significant opportunity to further expand its product oering and take advantage of new trends
within the health, beauty and wellbeing spaces, particularly in markets such as Australia, North America, United
Kingdom, Asia and China.
Me Today also owns Good Brand. Good Brand was established to sell and market third party brands within the
health and wellness space. Good Brand represents the Me Today brand and other agency branded businesses
such as Life-space, Artemis and SleepDrops.
About Me Today
King Honey is one of New Zealand’s premium Mānuka honey producers. The business began operations in 2016
with a vision to bring highly skilled beekeepers together to develop a fully integrated Mānuka honey brand.
King Honey controls its supply chains with a high percentage of supply being its own. This production focuses on the
high value UMF Mānuka Honey representing approximately 90% of its total production.
The business has the capacity to produce more than 350 tonnes of honey per annum from over 18,000 hives, and
has 3,600 queen bee rearing hives, placed across the North Island and into the Marlborough region. It also has five
leased apiary facilities and a processing plant, bottling and storage facility, with capacity to bottle more than 60
tonnes of product per month.
As well as servicing the growing domestic market, the business now exports into Australia, UK, Europe, USA and
Asia. King Honey currently operates two brands – the established BEE+ brand, and the Superlife brand which was
launched in 2020.
About King Honey
The Transaction
Me Today is buying King Honey for $36 million, subject to shareholder approval at a meeting on 25 June 2021. The
acquisition is being funded through:
Bank debt of $8.5m (approved);
The issue of $10 million in new Me Today shares to the vendor at 8.8 cents per share. 50% of the shares will be
subject to escrow for one year and 50% will be escrowed for two years;
A subordinated note from the vendor of $5 million repayable in three years from completion of the transaction;
$10 million wholesale placement at 8.8 cents a share (completed); and
$5.75 million through a Public Oer and Share Purchase Plan at 8.8 cents a share.
$3.25 million of the new capital raised will help accelerate the ongoing growth of the current Me Today business
and cover transaction and oer costs of the acquisition.
King Honey has created an impressive Mānuka honey business which is well established to provide a platform for
future growth. The King Honey business complements the Me Today brand and the acquisition will enable Me Today
to expand its existing lifestyle, health and wellness business.
Me Today welcomes the integration of King Honey into the Me Today group as it will provide Me Today with
additional scale and opportunities for new product development, utilising the proven health benefits of Mānuka
honey.
The key drivers for the acquisition of King Honey include:
Access to new markets:
King Honey is already established in key target markets; and
The acquisition of King Honey supports Me Today’s international growth ambitions.
Increased customer base and cross-sell opportunities:
King Honey’s distribution channels and existing customers overlaps with Me Today’s target customer audience;
The acquisition provides Me Today with potential access to new distribution channels and a new customer base;
and
The acquisition enhances the Me Today product oering to existing customers, and also provides cross-selling
opportunities for both businesses.
Growth through core range and new product development:
The acquisition provides Me Today with the capability and opportunity to launch honey infused products, with the
Me Today brand (e.g. Vitamin C infused with Mānuka Honey), into the market; and
Me Today’s “new product development programme” can be implemented to extend and tailor the King Honey
Product range.
Strong strategic and premium brand alignment:
King Honey is an established company in an adjacent category within the health and wellness space;
King Honey has been operational since 2016 and is an established business; and
King Honey is a vertically integrated operation.
Robust financial profile:
King Honey achieved revenues of $16.5 million and EBITDA of $3.87 million for the financial year ended 31 March
2021; and
King Honey is forecasting revenue for the year to 31 March 2022, of $21.5 million and EBITDA of $5.26 million.
Realisation of revenue and cost synergies:
The acquisition provides an opportunity to leverage both businesses distribution networks and production
channels; and
The acquisition can facilitate increased buying power and cost savings for both Me Today and King Honey.
Rationale for the Acquisition of King Honey
1. Key Information and Important Dates
The Key Information and Important Dates sections above
form part of these terms and conditions.
2. Applying and paying for New Shares
To participate in the Oer you must apply at
www.shareoer.co.nz/metoday.
Payment must be by direct credit.
3. Discretion to accept or reject applications
Me Today has complete discretion to accept or reject your
application to purchase New Shares under the Oer,
including (without limitation) if Me Today considers that
your application does not comply with these terms and
conditions.
No interest will be paid on any application monies returned
to you. Any refunds for whatever reason will be paid to you
by direct credit to your bank account within 5 business days
of the Issue Date.
4. Significance of applying
If you apply to purchase New Shares under the Oer:
your application, on these terms and conditions, will be
irrevocable and unconditional;
you certify that your application will not be, or cause, a
breach of any law in any jurisdiction;
you authorise Me Today to correct any error in, or
omission from, your application;
you acknowledge that none of Me Today, its advisors or
agents has provided you with investment advice or
financial product advice; and
you irrevocably and unconditionally agree to these
terms and conditions.
5. The New Shares
New Shares issued under the Oer will rank equally with,
and have the same rights as, existing fully paid Shares in
Me Today.
The New Shares have been accepted for quotation on the
NZX Main Board. However, NZX accepts no responsibility
for any statement in this document.
6. Oversubscriptions and scaling
Up to $3.75 million is being sought in aggregate under this
Oer and a contemporaneous share purchase plan being
made to existing shareholders of Me Today, but Me Today
has discretion to accept oversubscriptions under Listing
Rule 4.5.1.
If your application is scaled, your application monies will be
greater than the value of the New Shares you will be
Terms and conditions of the oer
allotted. The dierence will be refunded to you by direct
credit to your bank account (if those details are held by
Computershare) within 5 Business Days of the Allotment
Date. No interest will be paid on any application monies
returned to you. Refunds will not be paid for any dierence
arising solely due to rounding or where the aggregate
amount of the refund payable to you is less than NZ$5.00.
7. Amendments to Oer
Notwithstanding any other term or condition of the Oer,
Me Today may, at its discretion:
make immaterial modifications to the Oer on such
terms and conditions it thinks fit; and/or
suspend or terminate the Oer at any time prior to the
issue of the New Shares under the Oer. If the Oer is
terminated, application monies will be refunded to
applicants without interest within 5 business days of
termination.
Me Today reserves the right to waive compliance with any
provision of these terms and conditions.
Me Today will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of the
Oer.
8. Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
9. Glossary
“Computershare” means Computershare Investor Services
Limited.
“Closing Date” means 5.00 p.m. on 25 June 2021, unless
extended.
“Issue Date” means 30 June 2021, unless extended.
“Issue Price” means 8.8 cents per New Share.
“Listing Rules” means the NZX Main Board Listing Rules.
“Me Today” means Me Today Limited (New Zealand
company number 1955467).
“New Share” means an ordinary share in Me Today oered
under the Oer and of the same class (and ranking equally
in all respects with) Me Today’s quoted existing shares at
the time of the issue of the New Shares.
“NZX” means NZX Limited.
“NZX Main Board” means the main board equity security
market operated by NZX.
“Oer” means the oer detailed in this document.
“Share” means one ordinary fully paid share in Me Today.
All references to time are to New Zealand time, references
to currency are to New Zealand dollars, and any references
to legislation are references to New Zealand legislation
unless stated or defined otherwise.
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 1
Section 1: issuer information
Name of issuer Me Today Limited
Class of Financial Product Ordinary shares
NZX ticker code MEE
ISIN (If unknown, check on NZX
website)
NZRLVE0001S2
Name of Registry Computershare
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
ꭓ
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 9/06/2021
Ex-Date (one business day before the
Record Date)
8/06/2021
Currency NZD
Section 6: Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
$15,000
Minimum application amount (if any) N/A
Exercise Price $0.088 per share
Scaling reference date By reference to holdings at Record Date
Closing Date 5pm on 25/06/2021
Allotment Date 30/06/2021
Section 7: Authority for this announcement
Name of person authorised to make this
announcement
Stephen Sinclair
Contact person for this announcement Stephen Sinclair
Contact phone number +64 21 330 053
Contact email address stephen@metoday.com
Date of release through MAP 07/07/2021
---
100452872/8622246.1
10 June 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
Cleansing notice for Me Today Capital Raising
Me Today Limited (Me Today) is undertaking an issue of fully paid ordinary shares of the
same class as already quoted on the NZX Main Board of NZX Limited by a direct offer to
investors and a share purchase plan to eligible existing shareholders (Offer).
The Offer is being made subject to shareholder approval at a special meeting of
shareholders on 25 June 2021 commencing at 12pm.
Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (FMC Regulations), and the Financial Markets Conduct Act 2013 (FMCA), Me Today
states that:
Me Today is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1
to the FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.
As at the date of this notice, Me Today is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in Me Today, and there is no
information that is “excluded information” as defined in clause 20(5) of Schedule 8 to
the FMC Regulations.
As at the date of the notice, Me Today is in compliance with its financial reporting
obligations.
The Offer is not expected to have any material effect or consequence on the control of Me
Today.
Yours faithfully
Stephen Sinclair
Director
Me Today Limited
---
10 June 2021
ME TODAY – OPENING OF OFFER TO RETAIL INVESTORS
Me Today announces opening of a $3.75 million offer to retail investors
As part of Me Today Limited’s (NZX:MEE) previously announced capital raising strategy to raise up to
$15.75 million to partially fund the acquisition of King Honey Limited, and to provide additional
growth capital for Me Today, the Board is pleased to announce that Me Today:
• has secured a firm allocation from a market participant for a further $2 million of new
capital;
• is opening a $3.75 million offer to retail investors, comprising:
- An offer to existing Me Today shareholders through a Share Purchase Plan (SPP); and
- A general offer to retail investors through a General Retail Offer.
On 2 June 2021, Me Today announced it had already secured firm commitments for $10 million of
new capital from wholesale investors and a range of market participants. All offers are subject to
shareholder approval, which Me Today intends to seek at a shareholder meeting on 25 June 2021.
Share Purchase Plan (SPP)
Investors with a registered shareholding as at 5pm on 9 June 2021 (Record Date) with an address in
New Zealand will be sent an offer to apply online for up to a maximum of NZ$15,000 of new shares
per shareholder (or beneficial owner for shares held in custody), at 8.8 cents per share. There is no
minimum subscription amount.
The SPP Offer Document can be found online at http://www.metodayinvestors.com.
The key dates for the SPP offer are as follows:
Record Date: 5pm, Wednesday, 9 June 2021
SPP Offer Opens: Thursday, 10 June 2021
Me Today shareholder meeting 12pm, Friday 25 June 2021
SPP Offer Closes: 5pm, Friday, 25 June 2021
Allotment of Shares: Wednesday, 30 June 2021
Commencement of trading
of shares on NZX: Wednesday, 30 June 2021
General Retail Offer
Retail investors may apply for up to a maximum of NZ$50,000 of new shares per retail investor, at
8.8 cents per share under the General Retail Offer. Applications may be made online or through an
NZX market participant.
The General Retail Offer Document can also be found online at http://www.metodayinvestors.com.
The key dates for the General Offer are as follows:
General Offer Opens: Thursday, 10 June 2021
Me Today shareholder meeting 12pm, Friday 25 June 2021
General Offer Closes: 5pm, Friday, 25 June 2021
Allotment of Shares: Wednesday, 30 June 2021
Commencement of trading
of shares on NZX: Wednesday, 30 June 2021
Other Documentation
A copy of the Cleansing Notice, the SPP Offer Document and the General Retail Offer Document
accompany this announcement.
For investor relations queries please contact:
Grant Baker
Chairman, Me Today Limited
021 729 800
grant@gbaker.co.nz
---
Me Today Limited
Share Purchase Plan Oer
10, June 2021
Lead Manager
Dear shareholder,
The Oer
On behalf of the Board of Me Today Limited (Me Today), I am pleased to oer you an
opportunity to participate in the Me Today Share Purchase Plan (SPP), where you can apply for
a maximum of $15,000 of shares in Me Today at an issue price of 8.8 cents per new share.
Purpose of the Capital Raising
Me Today recently announced that it has conditionally agreed to acquire 100% of King Honey
Limited from interests associated with Terry Jarvis for a total consideration of $36 million.
King Honey is one of New Zealand’s premium Mānuka Honey producers, operating since 2016
with a vision to bring highly skilled beekeepers together to develop a fully integrated Mānuka
Honey business. It has a network of 18,000 beehives and 3,600 queen bee rearing hives situated
across the North Island of New Zealand and into the Marlborough region at the top of the South
Island.
King Honey operates two brands, the BEE+ brand and the Superlife brand. Me Today sees real
opportunity for the continued growth of these brands together with the ability to include
Mānuka honey products as an extension of the Me Today product range. Given the overlap in
category there is also benefit in leveraging the distribution networks of both Me Today and King
Honey.
King Honey had revenue of $16.5 million and EBITDA of $3.87 million in the financial year to 31
March 2021, and it is expecting growth in revenue and EBITDA in the year to 31 March 2022,
with revenue forecast to be $21.5 million and EBITDA of $5.26 million.
To fund the King Honey acquisition, Me Today is raising $15.75 million of new capital, which
together with some external debt funding and equity investment in Me Today by the vendor of
King Honey, will be applied towards the satisfaction of the purchase price. Included in the
capital being raised is $3.25 million which will help accelerate the ongoing growth of the
current Me Today business and cover transaction and oer costs for the acquisition.
Me Today has secured firm commitments for $10 million of new capital from wholesale
investors and a range of market participants, and a firm allocation from a market participant
for a further $2 million of new capital for this round of the capital raising. The balance of $3.75
million is to be raised through a dual oer to retail investors, comprising existing Me Today
shareholders through this SPP, and a general oer to members of the public.
King Honey has created an impressive Mānuka honey business which is well established to
provide a platform for future growth. The King Honey business complements the Me Today
brand and the acquisition will enable Me Today to expand its existing lifestyle, health and
wellness businesses.
We welcome the integration of King Honey into the Me Today group as it will provide Me Today
with additional scale and opportunities for new product development utilising the proven health
benefits of Mānuka honey.
1
The acquisition and this capital raising are subject to shareholder approval which Me Today
intends to seek at a shareholder meeting on 25 June 2021.
The notice of meeting and other information has been released to the NZX and can be found
online at http://www.metodayinvestors.com. Completion of the transaction is expected to
occur on or about 30 June 2021 subject to the results of the shareholder meeting.
Further details about the SPP and the terms and conditions are set out in this Booklet. You
should read these documents, together with the Notice of Meeting and accompanying
materials that have been sent to shareholders, and seek professional advice if you have any
queries about making an investment decision.
Further information about Me Today can be found on our website http://www.metoday.com.
The SPP closes at 5pm on Friday, 25 June 2021. If you wish to participate in this SPP, please
ensure that you complete an online application at www.shareoer.co.nz/metoday and make
payment to Computershare by the Closing Date. To apply you will need your CSN/Holder
Number, which is printed on the most recent securities transaction statement for your Me Today
shareholding.
On behalf of the Board, I would like to thank you for your ongoing support of Me Today and
welcome you to be part of the next phase of our exciting journey.
Terms and conditions and other important information applying for new shares in the SPP are
set out on the following pages.
If you have questions arising from this document, please contact Me Today’s share registry,
Computershare Investor Services, at 0800 650034 (within New Zealand) or +64 9 488 8777.
Yours sincerely
Me Today Limited
Grant Baker
Chair
2
Key information
Dates
The Oer
An oer of up to $15,000 of New Shares per Eligible Shareholder.
Record Date for eligibility
5.00 pm, 9 June 2021
Opening date
10 June 2021
5.00 pm, 25 June 2021
Allotment and Issue of New
Shares
30 June 2021
30 June 2021
Statements mailed
Quotation of New Shares
Closing Date
By 7 July 2021
Who can participate?
Shareholders at 5.00pm on the Record Date recorded in Me Today’s share register
as being a registered holder of Shares and having an address in New Zealand.
Issue price
8.8 cents per New Share
New Shares
The same class as (and rank equally with) existing quoted Shares on the Issue Date.
When to apply
Applications must be received by 5.00pm on the Closing Date (25 June 2021).
Amount of New Shares
being oered
Up to $3.75 million is being sought in aggregate under this Oer and a general
oer to members of the public, but Me Today has discretion to accept
oversubscriptions.
If excess applications are received, scaling will be applied having regard to Eligible
Shareholders’ shareholdings on the Record Date.
How to apply
Application must be made online at www.shareoer.co.nz/metoday.
To complete an online application, you will be required to enter your CSN/Holder
number. Payment must be by direct credit from a NZ bank account.
Dates are subject to change and are indicative only. Me Today reserves the right to amend this timetable (including
by extending the Closing Date) subject to applicable laws and the NZX Listing Rules. Me Today reserves the right to
withdraw the Oer and issue New Shares at any time before the Issue Date in its absolute discretion.
Sale of less than Minimum Holdings
Under Me Today’s constitution and the NZX Listing Rules, Me Today is permitted to exercise its power of the sale of
shares held by any person with less than a “Minimum Holding” of $1,000.
If you currently hold less than $1,000 of shares, in accordance with clause 14.1 of Me Today’s constitution and NZX
Listing Rule 8.1.6(c), the Board gives you notice that at the expiration of three months after this notice, Me Today
may exercise its power of sale unless you increase your shareholding to a Minimum Holding of $1,000 of shares.
Me Today will pay the proceeds of any sale to you, after deducting reasonable sale expenses if the amount payable
exceeds $2.50.
3
Me Today owns and operates the Me Today brand which produces premium quality supplements and natural
skincare products.
The Me Today product range was launched in November 2019 into the New Zealand pharmacy sector through the
Green Cross Health Limited (Green Cross) network of Unichem and Life Pharmacy stores. Green Cross has a
network of 361 stores nationwide. Me Today’s products are currently stocked in 280 Green Cross stores.
As well as selling through the Green Cross network, Me Today sells its products directly to consumers on its website
www.metoday.com.
The Company sees significant opportunity to further expand its product oering and take advantage of new trends
within the health, beauty and wellbeing spaces, particularly in markets such as Australia, North America, United
Kingdom, Asia and China.
Me Today also owns Good Brand. Good Brand was established to sell and market third party brands within the
health and wellness space. Good Brand represents the Me Today brand and other agency branded businesses
such as Life-space, Artemis and SleepDrops.
About Me Today
4
King Honey is one of New Zealand’s premium Mānuka honey producers. The business began operations in 2016
with a vision to bring highly skilled beekeepers together to develop a fully integrated Mānuka honey brand.
King Honey controls its supply chains with a high percentage of supply being its own. This production focuses on the
high value UMF Mānuka Honey representing approximately 90% of its total production.
The business has the capacity to produce more than 350 tonnes of honey per annum from over 18,000 hives, and
has 3,600 queen bee rearing hives, placed across the North Island and into the Marlborough region. It also has five
leased apiary facilities and a processing plant, bottling and storage facility, with capacity to bottle more than 60
tonnes of product per month.
As well as servicing the growing domestic market, the business now exports into Australia, UK, Europe, USA and
Asia. King Honey currently operates two brands – the established BEE+ brand, and the Superlife brand which was
launched in 2020.
About King Honey
The Transaction
Me Today is buying King Honey for $36 million, subject to shareholder approval at a meeting on 25 June 2021. The
acquisition is being funded through:
Bank debt of $8.5m (approved);
The issue of $10 million in new Me Today shares to the vendor at 8.8 cents per share. 50% of the shares will be
subject to escrow for one year and 50% will be escrowed for two years;
A subordinated note from the vendor of $5 million repayable in three years from completion of the transaction;
$10 million wholesale placement at 8.8 cents a share (completed); and
$5.75 million through a Public Oer and Share Purchase Plan at 8.8 cents a share.
$3.25 million of the new capital raised will help accelerate the ongoing growth of the current Me Today business
and cover transaction and oer costs of the acquisition.
5
King Honey has created an impressive Mānuka honey business which is well established to provide a platform for
future growth. The King Honey business complements the Me Today brand and the acquisition will enable Me Today
to expand its existing lifestyle, health and wellness business.
Me Today welcomes the integration of King Honey into the Me Today group as it will provide Me Today with
additional scale and opportunities for new product development, utilising the proven health benefits of Mānuka
honey.
The key drivers for the acquisition of King Honey include:
Access to new markets:
King Honey is already established in key target markets; and
The acquisition of King Honey supports Me Today’s international growth ambitions.
Increased customer base and cross-sell opportunities:
King Honey’s distribution channels and existing customers overlaps with Me Today’s target customer audience;
The acquisition provides Me Today with potential access to new distribution channels and a new customer base;
and
The acquisition enhances the Me Today product oering to existing customers, and also provides cross-selling
opportunities for both businesses.
Growth through core range and new product development:
The acquisition provides Me Today with the capability and opportunity to launch honey infused products, with the
Me Today brand (e.g. Vitamin C infused with Mānuka Honey), into the market; and
Me Today’s “new product development programme” can be implemented to extend and tailor the King Honey
Product range.
Strong strategic and premium brand alignment:
King Honey is an established company in an adjacent category within the health and wellness space;
King Honey has been operational since 2016 and is an established business; and
King Honey is a vertically integrated operation.
Robust financial profile:
King Honey achieved revenues of $16.5 million and EBITDA of $3.87 million for the financial year ended 31 March
2021; and
King Honey is forecasting revenue for the year to 31 March 2022, of $21.5 million and EBITDA of $5.26 million.
Realisation of revenue and cost synergies:
The acquisition provides an opportunity to leverage both businesses distribution networks and production
channels; and
The acquisition can facilitate increased buying power and cost savings for both Me Today and King Honey.
Rationale for the Acquisition of King Honey
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1. Key Information and Important Dates
The Key Information and Important Dates sections
above form part of these terms and conditions.
2. Eligible Shareholders
You may participate in the Oer if you are an Eligible
Shareholder.
Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder.
If you are an Eligible Shareholder, your rights under this
oer are personal to you and you may not transfer
them.
3. Custodians
An Eligible Shareholder that:
is a trustee corporation or a nominee company and
holds shares in Me Today by reason only of acting for
another person in the ordinary course of business of
that trustee corporation or nominee company; or
holds Shares in Me Today by reason only of being a
bare trustee of a trust to which the Shares are subject
and is permitted to operate as a custodian under all
relevant laws,
is a Custodian under the Oer.
Custodians may apply to purchase New Shares under
this Oer but only up to the total value of New Shares it
is validly directed to apply for on behalf of each
beneficial owner for whom the Custodian acts as a
Custodian. Custodians must confirm to Me Today that
they are holding Shares as a Custodian for those
beneficial owners by providing the written certification
to Me Today described below and send an electronic
schedule of applications to Computershare. Each
beneficial owner may only direct the Custodian to apply
on behalf of that beneficial owner for new Shares.
If a Custodian applies to purchase New Shares on
behalf of one or more beneficial owners, the Custodian
must certify to Me Today in writing by validly completing
the online application or separately in writing to Me
Today that:
the Custodian holds Shares directly or indirectly as a
Custodian for beneficial owners;
the beneficial owner on whose behalf the Custodian
is submitting an application is not making a separate
application as an Eligible Shareholder for New
Shares under the Oer;
Terms and conditions of share purchase plan
each beneficial owner (or the beneficial owner’s
agent) has instructed the Custodian to apply for, and
accept, under the Oer the dollar amount of New
Shares set out in the online application or in a
separate schedule provided to Me Today; and
no other Custodian is submitting an application under
the Oer for that beneficial owner.
4. Applications
Eligible Shareholders may apply to purchase up to
$15,000 of Shares under the Oer. There is no minimum
subscription amount that you must invest. (ie delete the
words , with a minimum application of $500).
Application monies received will be held in a trust
account with Computershare until the corresponding
New Shares are allotted or the application monies are
refunded. All interest earned on the application monies
will be retained by Me Today. Any refunds of
application monies will be made within 5 business days
of the issue of New Shares (or such earlier date that the
decision not to proceed with the Oer is made).
5. Applying and paying for New Shares
To participate in the Oer you must apply at
www.shareoer.co.nz/metoday.
You will be required to enter your CSN/Holder number.
Payment must be by direct credit.
6. Discretion to accept or reject applications
Me Today has complete discretion to accept or reject
your application to purchase New Shares under the
Oer, including (without limitation) if:
it appears that the same beneficial owner is applying
to buy more than $15,000 (in aggregate) of New
Shares;
Me Today believes that you are not an Eligible
Shareholder; or
Me Today considers that your application does not
comply with these terms and conditions.
No interest will be paid on any application monies
returned to you. Any refunds for whatever reason will
be paid to you by direct credit to your bank account or
by cheque mailed within 5 business days of the Issue
Date.
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7. Significance of applying
If you apply to purchase New Shares under the Oer:
your application, on these terms and conditions, will
be irrevocable and unconditional;
you certify that you are an Eligible Shareholder
entitled to apply for New Shares;
you certify that your application will not be, or cause,
a breach of any law in any jurisdiction;
you certify that you are not applying for New Shares
under the Oer with an aggregate application
amount in excess of $15,000;
you authorise Me Today to correct any error in, or
omission from, your application;
you acknowledge that none of Me Today, its advisors
or agents has provided you with investment advice or
financial product advice; and
you irrevocably and unconditionally agree to these
terms and conditions.
8. The New Shares
New Shares issued under the Oer will rank equally
with, and have the same rights as, existing fully paid
Shares in Me Today.
The New Shares have been accepted for quotation on
the NZX Main Board. However, NZX accepts no
responsibility for any statement in this document.
9. Oversubscriptions and scaling
Up to $3.75 million is being sought in aggregate under
this Oer and a contemporaneous general oer to
members of the public, but Me Today has discretion to
accept oversubscriptions under Listing Rule 4.5.1.
If excess applications are received, scaling will be
applied having regard to Eligible Shareholders’
shareholdings on the Record Date.
If your application is scaled, your application monies will
be greater than the value of the New Shares you will be
allotted. The dierence will be refunded to you by direct
credit to your bank account (if those details are held by
Computershare) within 5 Business Days of the Allotment
Date. No interest will be paid on any application monies
returned to you. Refunds will not be paid for any
dierence arising solely due to rounding or where the
aggregate amount of the refund payable to you is less
than NZ$5.00.
10. Amendments to Oer
Notwithstanding any other term or condition of the
Oer, Me Today may, at its discretion:
make non-material modifications to the Oer on
such terms and conditions it thinks fit; and/or
suspend or terminate the Oer at any time prior to
the issue of the New Shares under the Oer. If the
Oer is terminated, application monies will be
refunded to applicants without interest within 5
business days of termination.
Me Today reserves the right to waive compliance with
any provision of these terms and conditions.
Me Today will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of the
Oer.
11. Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
12. Glossary
“Computershare” means Computershare Investor
Services Limited.
“Closing Date” means 5.00 p.m. on 25 June 2021, unless
extended.
“Eligible Shareholder” means a Shareholder who, at
5.00pm on the Record Date, was recorded in Me
Today’s share register as a registered holder of Shares
with a New Zealand address.
“Issue Date” means 30 June 2021, unless extended.
“Issue Price” means 8.8 cents per New Share.
“Listing Rules” means the NZX Main Board Listing Rules.
“Me Today” means Me Today Limited (New Zealand
company number 1955467).
“New Share” means an ordinary share in Me Today
oered under the Oer and of the same class (and
ranking equally in all respects with) Me Today’s quoted
existing shares at the time of the issue of the New
Shares.
“NZX” means NZX Limited.
“NZX Main Board” means the main board equity
security market operated by NZX.
“Oer” means the share purchase plan detailed in this
document.
“Record Date” means 5.00 p.m. 9 June 2021.
“Share” means one ordinary fully paid share in Me
Today.
“Shareholder” means a registered holder of Shares on
issue.
All references to time are to New Zealand time,
references to currency are to New Zealand dollars, and
any references to legislation are references to New
Zealand legislation unless stated or defined otherwise.
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.