Financials

Matthieu Verstraete

Informations

• Publié par: tdebriey1
• Publié le: 18 février 2015
• Nombre de lectures: 150
• Langue: English

Extrait

Teonia SPRL

You will find in this document all extracts from the information prospectus making reference to the following subjects:

Historical financial ① Balance sheet Income statement

②

Deal structure

Existing shareholders Forcasted capital increase Basis of valuation

Financial Plan ③ Profit forecasts Forecasted Income statement

④

Appendix

This document should be read as an introduction to the information Prospectus. Every decision to invest needs to be built on an exhaustive examination of the information Pros ectus which can be downloaded on the company page.

Historical financial①

1.Balance Sheet The numbers presented below are expressed in EUR.

The consecutive losses of Teonia SPRL these past several years have as a result reduced equity to a sum less than half the capital.The company thus find itself in the situation described in article 332 of the Companies Lawand has undertaken the formalities required in this regard. An Extraordinary General Meeting of Shareholders decided on 5 November 2014 to continue the company’s activities based on a special report prepared by the CEO of Teonia SPRL in performance of the aforementioned article.

2.Income Statement The numbers presented below are expressed in EUR.

Deal Structure②

1.Existing shareholders At present, the capital of Teonia SPRL, comes to 18.600 EUR, entirely paid in. It represents 100 shares. The share par value (capital divided by the number of shares issues) is 186 EUR.

2.Forecasted capital increase The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of Teonia SPRL considered between 150.000 EUR and 700.000 EUR. This funding will be allocated as follow : Between minimum 88.000 EUR and maximum 352.000 EUR will be subscribed by MyMicroInvest Finance based on the results of the issuing Notes ; Maximum 612.000 EUR will be invest by other investors, i.e business angels. The value of the company before this increase in capital is presently estimated to be a maximum of 950.000 EUR. Following this increase in capital, the value of the company will be between 1.100.000 EUR and 1.650.000 EUR, meaning an estimated valuation of 950.000 EUR before increase of capital plus between 150.000 EUR and 700.000 EUR of new money brought in. Before the capital increase, the 100 existing shares will be replaced so that there is 950,000 shares, 950.000 EUR representing the value of the company before the capital increase, expressed in euros. This does not affect the present and future allocation of shares. This capital increase will therefore be done at a subscription price per share of 1,00 EUR. The capital will be between 168.600 EUR and 718.600 EUR, constituted as follows: 18.600 EUR present capital ; Between 150.000 EUR and 700.000 EUR of new capital. The table below presents the percentages of the capital held by the Teonia SPRL account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 88.000 EUR and maximum of 352.000 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a minimum of 0 EUR and maximum of 612.000 EUR).

According to the effective amount invested by the other investors, the percentage held by MyMicroInvest Finance may be different than stated above. * The table below presents the percentages of the capital held by the Teonia SPRL account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 88.000 EUR and maximum of 352.000 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a maximum of 612.000 EUR).

3.Basis of Valuation The value of the shares ofTeonia SPRL before the increase incapital via subscription by MyMicroInvest Finance has been established at amaximum of950.000 EURby the shareholders of Teonia SPRL. It may be revised before the planned capital increase, butMyMicroInvest Finance will proceed with the planned investment only if the valuation of the shares before the capital increase does not exceed950.000 EUR. In exchange for a lower valuation, a mechanism of correction of this valuation has been provided in the form of buy options or warrants. MyMicroInvest Finance has carried out a check on the methodology of this valuation and we set out the conclusions below. The method used is described inAppendix. MyMicroInvest Finance believes that Teonia SPRLis positioned in the category3. On this basis, the resale value ofTeonia SPRLin2018has been estimated on the basis of the figures projected for the year2017by applying a multiple of the sales turnover and a multiple of the ’EBITDA ofTeonia SPRL. The resulting values are: 1.4xthe sales turnover of2017using a multiple between 0.8x and 2.0x), all of(the market which gives a company value of about4.636.356 EUR) ; and 6.0xEBITDA of2017(the market using a multiple between 4.0x and 8.0x), all of which gives a company value of around4.319.436 EUR. The average of these two values was taken, i.e.4.477.896 EUR. This number was then put in present value at various discount rates depending on the rate of return that investors expect, which can vary between 5% and 25% depending on the type of investor. The rates for calculating the respective NPV ranges from33%and45%respectively as detailed in the table below: On the basis of these discounting rates and taking out the minimal amount of capital invested during the increase described in this Prospectus, i.e.150.000 EUR, the investor can find the theoretical value of the shares ofTeonia SPRL in the table below depending on the return that he expects (column on the left) :

MyMicroInvest Finance believes, on the basis of the methodology it has used, that the valuation conforms to market standards insofar as the financial plan is deemed feasible and realistic. The attention of the potential investor is once again directed to the fact that there is a risk that the objectives of Teonia SPRL may not be attained, which could result in a significant reduction in the hoped for revenue and thus to risk of insolvency or at least of low returns, even nil or negative returns for the investors.

Financial Plan③

1.Assumptions The business plan and the financial plan are based on the evaluations of the Entrepreneurs (Mr. Bernard Van Acker and Mr. Gabriele Gavazzi). a.Turnover assumptions The revenue scenarios on which Teonia SPRL has based its financial plan were built following the following reasoning: firstly the volume assumptions, secondly the price and margin assumptions. Volume assumptions 3 sales channels have been identified: Pharmacies and parapharmacies Beauty salons export For each distribution channel, sales assumptions were prepared based on the year 2014 (average monthly number of products sold per point of sale of 4 products). In order to prepare the revenues for the 3 next years, the company estimated the average sales turnover per point of sale on the basis of the results of 2014.

To obtain the sales turnover coming from the sale of products in pharmacies and parapharmacies, the numbers shown below were multiplied by the number of existing and new points of sale

Price assumptions Present prices have been taken into account

Margin assumptions The effect of economies of scale linked to the increase in production volumes was not taken into account The calculation of the operating margin was prepared based on the cost of goods sold as at 30/09/2014 noted by the management of Teonia SPRL

Revenue The figures provided below are expressed in euros.

The attention of the potential investor is directed to the fact that even if the objectives to be reached have been estimated in a realistic manner by Teonia SPRL, there is the risk that these objectives will not be attained, which could lead to a significant reduction in revenues hoped for and thus to risk of insolvency or at least of low return, even nil or negative return for the investors. b.Cost assumptions The cost assumptions of Teonia SPRL can be broken down into the four following categories: cost of sales and of production, wage costs, marketing expenses and general expenses. Cost of sales and of production: The present cost of goods sold has been taken into account in the financial plan Economies of scale were not taken into account The products are not subject to price increases in the coming years.

Wage costs: The foreseeable salary structure is as follows: Management: the manager will receive gross monthly compensation set at 4,000 EUR for 2015, 5,000 EUR for 2016 and 6,000 EUR for 2017. 2015 the company will have 2 fulltime employees. These are two experiencedEmployees: in sales personnel, one Frenchspeaking and the other Dutchspeaking. Their annual wages based on what competition offers has been estimated to be 75,000 EUR. For the functions of design and IT, the company will use outside service providers. Marketing expenses: The main marketing costs are as follows: Marketing materials and equipment for the Points of Sale: samples, testers, brochures, display cases, incentive programme, etc. Press Relations: Press Service, Press Activities, Press Events, etc. Communication: Marketing ATL & BTL General expenses: Since its creation, the management of the company has implemented the concept of “Lean Management” and till now it has restricted all general expenses to the bare minimum. No leasing of offices, minimal legal expenses, no GSM costs, no company car, etc. The details of total costs (cost of goods sold, wage costs, marketing expenses, general expenses) are shown in the table below

2.Forecasted Income Statement The financial plan below is the result of the assumption explained above.