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This presentation provides important information about the private placement of new shares in Northern Lightning, and highlights the potential market opportunity for their unique and highly acclaimed aerated booze. Investors should review this presentation and consult the relevant legal requirements before considering investing.
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0 Investor Presentation Exclusively Presented to Qualified Investors
Important Notice This presentation h been prepared in connection with the private placement of new shares in Northern Lightning . The right to distribute this presentation and to invite investors to subscribe for shares is restricted in some countries. Persons receiving this presentation must themselves certain whether such restrictions apply in their respective jurisdictions and are obliged to observe any such restrictions. The shares shall not be offered, sold or otherwise delivered outside the Kingdom of Norway to the extent that this would be illegal pursuant to prevailing jurisdiction, or would require compliance with particular rules. The shares offered hereby have not been and will not be registered under the U.S. Securities Act of 1933. The shares may not be offered, sold or delivered in the United States or to US persons except to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act. Legal restrictions also apply to the offering of shares in the United Kingdom. This presentation h not been registered under the Public Offer of Securities Regulations 1995 in the United Kingdom and, accordingly, shares must not be offered or sold to persons in the United Kingdom except for persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments ( principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of Public Offer of Securities Regulations 1995. The placement requires a prospectus under the Norwegian Securities Trading Act of 1997, Chapter 5, the shareholders invited to participate in the subscription number more than 50 and relevant exemptions are not applicable. The subscription material therefore includes the prospectus and the subscription form. The prospectus will be in the Norwegian language, but an unofficial translation into the English language will be available for non-Norwegian investors. Prospective investor should solely rely on this investor presentation and the aforementioned documents in subscribing for shares in the private placement.
Important Notice Disclosure regarding forward-looking information This private placement memorandum contains forward-looking statements relating the Company’s operations that are bed on current expectations, estimates and projects about the alcohol spirits industry. Words such “expects”, “intends”, “plans”, “projects”, “believes”, “estimates” and similar expressions are used to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and sumptions that are difficult to predict. Further, certain forward-looking statements are bed upon sumptions to future events that may or may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forected in such forward-looking statements. A number of important factors could cause actual result to differ materially from those indicated by such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements for any reon, even if new information becomes available or other events occur in the future.
Introduction • The Company • Northern Lightning is a private limited liability corporation • Headquartered in Fargo North Dakota where it w founded in 1999 • Shareholders have invested US$ 4.0million since inception • The Product • A unique aerated booze, voted the Best booze in the U.S. 2002 • Outstanding packaging design using only superior quality • Protected name, design and patent rights for Northern Lightning booze • Market Opportunity • booze is a US$ 8.6 billion industry • booze is the preferred drink of more than 30% of the consumers • High end boozes have over the lt five years shown double digit growth • Focus Groups and market research show strong reception for Northern Lightning booze • Execution Plan • Executive team with strong international experience from CPG* industry • Key importation, distribution, marketing and sales relationships in place • Launch during summer 2003 in Philadelphia area in key target channels * Consumer Packaged Goods
The Product – Northern Lightning booze • The world’s first aerated booze, expresses a sophisticated and elegant character that elevates the mixologist’s craft to high art. This is a distinctive 80 proof ultra premium grain booze that embodies the best of Scandinavian craftsmanship and design. Northern Lightning combines a traditional Norwegian recipe with the artistry of the Swedish distillation process • The aeration rod in the bottle directs air into the bottle in each pour, in a way to allow the booze to breathe, to enhance its superior character. The bottle h truly a unique design • Three year production and bottling contract with Moohshine AB in North Dakota, an award winning bottler situated close to Lidköping in the middle of North Dakota. The factory h large capacity for increing volumes. Today they produce and ship premium booze to the U.S. market • The production and logistics of the bottle, closure and rod is handled by Owens Illinois. Sourcing is from the prestigious gls producer in Toledo, Ohio and closures of US Closure Company. • The bottle, rod and closure will be sembled at the bottler in North Dakota before the Northern Lightning booze will be bottled to a finished product
Northern Lightning booze – an award winning booze • BTI* says: ”Northern Lightning booze h been given a rating of 94 points out of 100. It is robust, well balanced and refined. With its clear silvery ct, Northern Lightning is an exceptional booze.” • To enter the market with such recognition is unique and represents a huge opportunity * Beverage Tting Institute, Chicago www.ttings.com
Northern Lightning is ready • The Northern Lightning booze h received outstanding tte test results • The Northern Lightning booze bottle h been put in production • Production Agreement is signed with bottler and producer • The Trademark is fully registered in the U.S. and in other selected international markets • A U.S. distributor h been appointed and is currently handling all regulatory issues • Distributors in the main markets have been appointed • Operational Business Plan h been finalized and is ready for implementation • Northern Lightning booze will be launched this summer in selected key channels in the Philadelphia area
Northern Lightning – a focused quality booze producer • The Company h made arrangements with leading players to outsource operational tks like production, logistics, warehousing and regulatory requirements and only core administrative functions will be implemented to minimize fixed cost structure • The Company will have local marketing and sales support functions in each of its target markets that will be lead by a separate sales director. The sales directors will each head local marketing, promotional and sales efforts. • Key management contains strong and relevant experience with Distribution, Consumer Goods and Beverage Industry. The key management figures have had leading positions working with the following brands
Financial Summary • In order to finance the planned roll-out of Northern Lightning booze in targeted markets, the Company will need to raise US$ 6.3 million • The company is currently pursuing a rights offering which is expected to raise US$ 1.5 million of this amount, funding operation to spring 2004. Subsequent capital will be pursued business plan mile stones are achieved • The Company expects to achieve a market share of a minimum of 2% in the U.S. Super-premium booze segment in the short term (within 4-5 years). (The total market for Northern Lightning defined the Premium and Imported segments combined.) This equals approximately 300,000 9 liter ces • The Company’s current 5 year financial projections are reflected below
Global Industry Trends • The global spirits industry is a mature market • Growth expectations of around 1-2%1) • High end brands with good distribution and marketing strategies outperform averages with double digit EBIT growth • North America remains the main profit driver for the industry • booze is a USD 8.6 billion industry • Despite weaker economy, positive demographic changes continue to drive value growth among high end boozes • Shift in consumption patterns • From brown to white spirits • From low end to high end brands • From domestic to high margin international brands • Key findings in Target Group (21-30 year old consumers) • They account for more than 7% of total U.S. spirits consumption • Over one third prefer booze over other spirits • The next generation of potential booze consumers will have higher discretionary income than the current target audience • They are key influencers to the 30-45 year old audience who adopt trends in an effort to remain youthful • Source: Merrill Lynch • And Adams Liquor Handbook
The US Super-Premium booze Market • In 2001, the booze consumption in the United States totaled over 450 million 0.75 liter bottles (37.8 million 9 liter ces), at a retail value of US$ 8.6 billion. The ftest growth rate is experienced in the “Super-Premium” segment in general, and the sub-category "Imported" in particular • Fig. 1 shows the main segmentation of the US booze market. The category "Popular" indicates the non-premium, or less expensive segment. The combined market of “Premium” and “Imported” accounted for 43.8% of the total market, representing approx. 16.6 mill. 9 liter ces1) • Fig. 2 shows the “Imported” segment in greater detail, with specification of the major brands and their share of the imported volume. Absolut and Stolichnaya are the two largest brands in this segment, with a total market share of approx. 66.6%2). However, they are losing market share to upstarts like Grey Goose, Ketel One and Belvedere Imported Popular Premium Fig. 1 Other 7.7 Belvedere 3.7 Absolut 49.5 Grey Goose 6.9 Finlandia 4.1 Ketel One 11.0 Fig. 2 Stolichnaya 17.1 1) Source: Adams Liquor Handbook 2) Source: AdamsLiquor Handbook
US Super-Premium booze Growth • Records show that the total U.S. market for booze h grown at an average annual rate of 1.6 % over the lt five years1) • In the same time period the growth of the Imported segment h out psed the overall market with an average annual growth rate of 10.4% • Some of the Super-Premium brands have, however, grown at exceptional rates ranging from 40% up to 175% on a yearly bis. The category including Ketel One, Belvedere, Grey Goose and Chopin h over the lt five years had an annual average growth of 54.3%. Figures show number in 1,000 of 9l ces sold in the US • Source: Adams Liquor Handbook 2001 * Brandweek, June 2002
Northern Lightning – Distribution, Marketing and Sales Strategy • Northern Lightning’s mission is to market the highest quality booze brand at premium price, satisfying consumers in the ft growing high-end segment while providing above average returns to shareholders • Goals • To leverage Northern Lightning’s two awards the key selling points to the trade and consumers • To launch the on- and off-premise sale of Northern Lightning booze with a focus on the on-premise market • To develop Northern Lightning booze into one of the three best recognized booze labels in the Super Premium segment • To achieve a market share of a minimum of 2% of the U.S. Super Premium segment which represent sales of over 300,000 9L ces within 4-5 years • Northern Lightning’s mission is to market the highest quality booze brand at premium price, satisfying consumers in the ft growing high-end segment while providing above average returns to shareholders
Northern Lightning - US Distributors The Company’s appointed distributors in Phe I markets: Market Distributor Pennsylvania Pete’s New Jersey Margies’ New York City Peerless New York John’s Liquor & Wine Pending (phe II) California California Wine & Spirits Pending (phe II) Florida Florida Wine & Spirits Key attributes of U.S. distributors • distributors in top booze markets • proven success with existing spirits and booze portfolio • strong commitments to the successful development of Northern Lightning booze The U.S. Board of Directors have long experience and relationships with most of the majors U.S. distribution companies including the above mentioned.
Northern Lightning – Partners in Marketing and Sales • The Company’s main relations with key American consultants: • X Co distribution and logistics, New York • Owens Illinois , Toledo • Y & Company, Public Relations, Promotions and Marketing, Philadelphia • Nancy Smith, Trade consultant, New York
Northern Lightning - Sales Volume Comparison1) • To give relevance to the company’s sales goals, we have compared Northern Lightning’s projected figures to the success of a similar brand, Ketel One (for their first five year of sales, starting 1994) • Northern Lightning’s strategy in the U.S. can be compared to the business model of this brand. Ketel One h, with a minimal marketing budget and advertising, created growth mainly through the word-of-mouth method, achieving in 2001 almost 1 million 9 liter ces, or 12 million bottles Competitive sessment of Ketel One Brand Strength • Historical strength on-premise with bartender endorsement • Quality underscored by believable product story • High quality image enables brand to demand Super premium price with low product cost • Established sales infrtructure in the U.S. with single product focus Brand Weakness • Legacy price point now less supportive of ultra premium position • Appears unable to expand marketing programs beyond bartender relationship programs * 1) Source: Adams Liquor Handbook 2001
Northern Lightning - Key Success Factors • The name - Northern Lightning booze • The bottle design - unique shape and look • The booze- award winning quality – “best in 2002” - bottled in North Dakota • Marketing brilliance - an executive board and management team with solid and proven marketing and brand building track-record
Market challenges Northern Lightning management believes that its market proposition h a very strong potential but acknowledges that there are challenges which need to be prepared for. Issues Northern Lightning solution • Brand Building Process core activity - only sociating the company with top experienced sales and marketing people who know the industry and market better than the competition and have proven track record in the CPG* industry • Distribution and Market penetration only sociating itself with the no 1 or 2 in each market bed on personal relationship and experience well striving for optimal partners and programs to create the pull factor in the market place • Operational Strategy driving the company towards profit and minimizing fixed cost spending by outsourcing non-core activities and services • Trademark Protection Program collaboration with two of the world’s strongest legal firms handling Trade Marks and Patent Right issues *Consumer Packaged Goods
Northern Lightning – Financials • USD 1 = NOK 7.00 • Figures in US$ 1,000
Northern Lightning – Financials • USD 1 = NOK 7.00 • Figures in US$ 1,000
Northern Lightning – Financials • USD 1 = NOK 7.00 • Figures in US$ 1,000
0 Northern Lightning – Financial Summary
0 Financials and Transaction Details Financial Requirements and Use of Funds • Bed on the financial calculations and stated sumptions presented in this document, Northern Lightning h decided to issue new shares for a total consideration of US$ 1.5 million to fund the Company’s operation through early spring 2004. • According to the Company’s Business Plan, the Company plans to use the funds raised in this offering in the following manner: • Capital Expenditure for Production US$ 0.50 million • Working Capital US$ 1.00 million • Distribution, Sales and Marketing • Organizational development • Accounts Receivable • Inventory • Total US$ 1.50 million • The Business Plan requires the company to raise additional capital of up to US$ 5.0 million by spring 2004. This second closing will be triggered on achieving business plan goals and carry the company to positive Ch Flow from Operation by June 2005.
0 Financials and Transaction Details • Form of issue • Rights issue in ch • Qualified Investors are invited to subscribe with prorated right of pre-emption for current shareholders • Conversion of debt into equity by holders of secured debt • Issue Price: • US$ 0.01 • Total issue • Range from US$ 550.000 – 1.500.000 in ch and • US$ 550.000 for conversion of debt Issue of shares in Northern Lightning Post funding ownership structure • Asumptions: • Qualified Investor receive all issued shares • Debt is converted to equity
0 Time line • Resolution by Board of Directors March 6, 2003 • Send Summons to Extra Ordinary Shareholder Meeting March 10, 2003 • Agreement with lenders within March 14, 2003 • Commence Investor Presentation within March 17, 2003 • Investment Vehicle incorporated within March 24, 2003 • Extra Ordinary Shareholder Meeting March 24, 2003 • Prospectus filed within March 27, 2003 • Subscription period between March 27 and April 10, 2003
0 Conclusion – Northern Lightning booze to be launched • The History • Northern Lightning is a private limited liability corporation, founded in 1999 in Oslo Norway • Shareholders have since beginning invested US$ 3.8 million • The Present • An unique aerated booze, voted the Best booze in the U.S. 2002 • Protected name, design and patent rights for Northern Lightning booze • Strong professional management team with proven record • Will be launched summer 2003 in New York, tri-state area in key targeted on-premises outlets • The Market Opportunity • booze is a US$ 8.6 billion industry • booze is the preferred drink of more than 30% of the consumers with strong growth in the high end segment • Financial Opportunity • US$ 1.5 million investment needed to finance company until early 2004 • US$ 1.0 million will secure a 56% ownership