(publ) partners ab we hereby invite you to invest in
TRANSCRIPT
MONTHLYCUP PARTNERS AB (PUBL)
We hereby invite you to invest in
Application periodSeptember 1st to November 30th 2018.
MonthlyCup Sweden AB with organization
number: 556978-1759
Menskopp Norge AS with organization
number: 919394005
Menskopp Danmark with organization
number: 38981935
Definitions
MonthlyCup Partners AB (publ) with
organization number: 559168-7651
MonthlyCup Partners, Partners, the
Company Swedish crowns.
SEK, kr or crowns
MonthlyCup AB with organization number:
559119-7727
The Holding Company
Offer to the public to invest in shares
according to the terms and conditions in
this memorandum.
Offering
Affiliated companies Memorandum refers to this document,
which has been prepared in accordance
with the investment offer.
Memorandum
MonthlyCup
The targeted issue of shares is 208 340 B
shares of 100 SEK per share. In total,
about 20,8 MSEK, before deduction of
share issue costs, at full investment.
The share issue
The share issue in MonthlyCup Partners
AB (publ).
The share issue in MonthlyCup
An investor should acknowledge
- This share issue refers to an investment in
MonthlyCup Partners AB (publ).
- That the investment is in MonthlyCup
Partners AB (publ) and not in MonthlyCup AB
(the holding company).
- Any dividends is not to be expected on
short or middle-long term.
- That MonthlyCup Partners AB (publ)
through its upcoming single asset (16%) in
MonthlyCup AB is correlated with and
exposed to the development of business in
MonthlyCup AB and its affiliated companies.
- That MonthlyCup Partners AB (publ) is
not the same thing as MonthlyCup AB.
- MonthlyCup Partners AB (publ) will own
16% of MonthlyCup AB when the share
issue is closed, provided that the share
issue is fully covered.
- The shares in this offer will not be traded
on a regulated market. .
- That an investment in shares is
associated with risks.
A collective name for the brand.
Investments are made in MonthlyCup
Partners AB (publ), that will, at the end of
the share issue, own 16% in the holding
company, assuming the share issue will
be fully invested in.
TABLE OF CONTENTS
1.2. Lisa’s vision 7
1.3. The very best of all menstrual protections 9
1.4. Economy, freedom and comfort 11
1.5. Here the menstrual cup gives women a new life
1.6. Development towards a global vision
1.7. Health is the most important thing
1.8. Medical device demands creates a secure product
ABOUT MONTHLYCUP
1.9. Menstrual protection – huge environmental problems
1.10. Sustainability creates competitiveness
1.11. MonthlyCup gets a lot of media attention
1.12. The next stop – USA
THE INVESTMENT
2.1. Why invest in MonthlyCup?
2.2. Selected financial information
2.3. Business summary
2.4. Share payment
2.5. Risk factors
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14
29
30
34
35
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TERMS AND CONDITIONS
2.6 Background and Purpose
3.1. Terms and Conditions
3.2. Articles of Association
38
42
43
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20
23
16
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1.1. The share issue in brief 5
4
AB
OU
T
MO
NT
HL
YC
UP
5
September 1, 2018
Application period
Investment post
1.1 THE SHARE ISSUE IN BRIEF
BEGINS
November 30, 2018
ENDS
Minimum investment post
10 SHARESThat are traded in units of 10 B shares per unit.
Investment rate
100 SEKPer share. One unit thus amounts to 1,000 SEK. No courtage is charged.
Volume of share issue
At most 208 340 B sharesMonthlyCup Partners AB (publ) is supplied (before deduction of share issue costs) 20,8
MSEK at full investment.
Number of shares before share issue
A shares: 500 000 shares
B shares: 0 shares
Join us on an amazing journey!We are going to give millions of women a better life while at the same time keep on building a truly sustainable company. We provide better economy, environment and health through a product that is so superior it is unstoppable. Become a part of our success – invest in MonthlyCup!
1.2 LISA’S VISIONIt all started with two people at the kitchen table that wanted to make a difference in the world. Today we have moved into a 650 square meter office, and have 12 employees. The company is growing rapidly!“Eight years ago I tried a menstrual cup for the first time. I immediately understood that it
was going to change my periods. That it would completely change my life, took some time
to grasp”, says Lisa.
With time, our vision keeps growing. We have constantly had to revise all future goals
because we grow faster than anyone could anticipate. To be able to do all the things we
dream of – we invite you to join us in a crowdfunding.
The idea of wanting to help women around the world to a better and freer life started to
grow. That became the foundation for what today is MonthlyCup!
The main focus of this issue of shares will be to invest in a solid launch on the American
market. We recently fulfilled all the requirements to sell our products there. Other projects
are to engage in youth sports, to educate regarding periods and menstrual protection and
keep going further with our product development.
Our potential in the US is enormous. Google searches for “menstrual cup” (menskopp in
Swedish) in Sweden are about 12,000 each month. In the US, the same search term
generates around 100,000 hits every month. The difference in population between these
two countries is huge (40 times larger), so one can assume that the knowledge about
menstrual cups in the US therefore is lower. Worth noticing, is that in Sweden we’ve only
gained about 2% of the market, and we are growing stronger every day. We are one of the
first menstrual cup companies to be found in supermarkets next to tampons and pads and
now we want to do the same thing abroad.
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8
We have proven that doing well by doing good is a working
concept! And to keep on growing further we now give you the
opportunity to become partners in MonthlyCup.
If you choose to invest with us we will give you and your friends 20 % discount on all of our
products on our webpages for a whole year. For each invested unit we will also donate a
cup to a woman who really needs it.
Our goal has always been to make the world a better place – one menstrual cup at a time.
Thank you for helping us make that possible!
Lisa Perby
CEO MonthlyCup Partners AB (publ)
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The cost of using pads or tampons becomes about 50 SEK each month, or 600 SEK per year.
By using menstrual cups, the cost will be lowered to around 5 SEK each month or 60 SEK
per year.
Pads and tampons are single use products, and as far from durability and sustainability that
you can come. The waste of these products amounts to an estimated 3 750 ton (in dry
weight) per year.
Single use protections can sometimes cause trouble for their users, such as yeast infections
or an overly dry internal environment. The menstrual cup does its job without being noticed
by you and using a menstrual cup is no more difficult than inserting a tampon.Usually it only
needs to be emptied twice a day.
With a menstrual cup you can do whatever you want whenever you want to - swim,
exercise or sleep. To meet our customers’ needs and wishes, MonthlyCup is available in
three sizes.
1.3 THE VERY BEST OF ALL MENSTRUAL PROTECTIONSThe menstrual cup is superior to all other menstrual protections in terms of economy, environment, health and convenience. And - it has a tremendous potential. One woman uses about 12,000 pads and tampons during her lifetime – or seven menstrual cups. The sustainability gives effect in our economy, our environment, our health and our convenience.
MonthlyCup is a proud sponsor of the Swedish Swim Team.
1.4 ECONOMY, FREEDOM AND COMFORT The monthly cost of pads and tampons is about 5 Euros in comparison to a menstrual cup that will cost less than 0,5 euros.
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The high costs of tampons and pads
are of course not as important in
Sweden and other prospering
countries as it is in developing
countries, but still the cost issue gives
the menstrual cup an advantage.
MonthlyCup has made a survey
through Facebook and almost 700
women answered. The selection is of
course not an average of the
population but when as much as
almost 40 % says that they sometime
haven’t been able to afford menstrual
protection –the conclusion comes to
that period poverty also exists in
Sweden.
How is it possible that tampons and pads still are, by far, the most used products? There are
probably two reasons for this: the force of habit and the big manufacturers’ dominated
marketing. These explanations are substantiated by the fact that young and well educated
women are overrepresented in the use of menstrual cups. They are not as susceptible for
superficial commercials and their force of habit hasn’t been able grow a deep grasp just yet
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1.5 THE MENSTRUAL CUP GIVES WOMEN A NEW LIFE
For millions of poor women in developing countries, the menstrual protections that they can afford are unhygienic and inefficient solutions like grass, leaves, old rags, chicken feathers or mattress pieces.
Besides that, most live in cultures where menstruation and everything concerning is taboo. All women are impure – which makes menstruating a difficult social disability.
But in Sweden and other developed countries freedom and comfort is at least as important as economy.To not have to change your protection more than morning and evening. To always be able
to have your protection with you if you are surprised by an earlier than expected period. To
be able do whatever physical actives you want – when you want.
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To stay away from school or missing work for a whole week each month,
when the margins are tight as it is, the results become a worse and even
poorer life. What is the solution?
"Give a woman a pack of pads and she has protection for a few days. Give her a menstrual cup and she's got protection for five years!"
Large multinational companies - among them the Swedish SCA - have driven marketing,
sometimes masked as "education" in order to gain the same market dominance as they
have in more developed countries. But these are markets where the conditions are
completely different. MonthlyCup has begun in a cooperation to help organizations in
Kenya, Tanzania and Nepal. The options there are very clear:
Young women get menstrual cups and
at the same time sexual education.
One of the most common reviews is:
"I've got a new life". In a broader
context, this is a first small step
towards a development that may be
breathtaking in the slightly longer
term. The road from poverty is
education. With a menstrual cup, the
girls in developing countries can stay
in school instead of being forced to
stay at home for one week each
month.
1.6 DEVELOPMENT TOWARDS A GLOBAL VISIONHans Rosling have in his book Factfulness, presented how “hopelessly poor countries” stepped to higher economic levels and how the number of children per woman rapidly subsidised from around 6 or 8 to about 2. This means that the part of a woman’s live that she is not pregnant – and not in need of period products – decreases.
PP. N
If one billion people goes from extreme poverty to a better economic situation at the same time as the number of children per woman decreases – it results in major changes for the market of period protection.
“Every pregnancy means roughly around 2 years of no menstruation” Hans Rosling wrote. A
decrease from 6–8 children to 2 means that the time where no menstruation products are
needed declines from between 12–16 years to only 4 years. An additional 8–12 years need
of period products. Multiply that with billions of menstruating women.
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Rosling means that this have been neglected by most of the big producers of hygiene
products here in the west. “When chasing new customers they dream about creating new
needs within the 300 millions of menstruating women at Level 4” (the most developed
countries).
“What if we were to market an even thinner pad for a bikini /…/ The best thing would be if all pads were so diluted that they needed to be changed several times each day”Rosling says that women in the “third world” who have risen from deep poverty will require
menstrual protection – but he had still mostly heard about pads – “that can last all day so
they don’t have to change when they are out working. If they find a product they like they
will probably stay with that brand all their life and recommend it to their daughters.
For women all over the world that brand can be MonthlyCup.
Photo: Zerokonferansen 2012, Flickr.com
1.7 HEALTH IS THE MOST IMPORTANT THING
The Swedish Chemicals Agency have on behalf of the government conducted a very thorough control of intimate hygiene products – normally referred to as menstrual protection.
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But “normal conditions” isn’t always
the case and MonthlyCup has made a
written proposal to the government
to suggest that all menstrual
protections should be classified as
medical devices.
The Chemicals Agency have searched
for 62 dangerous and suspected to be
dangerous chemical substances in
menstrual products and, of those 21
substances were found in the
analysis, almost only in very low
concentrations.
The result is very positive. The inspection concludes that “the risk of negative health issues
from chemicals in menstrual protections is very low”. We have no reason to question this
statement as long as it refers to the actual study and normal conditions.
MonthlyCup emphasized the following:
1. Numerous of the substances found
during the study are classified as
hazardous, cancerogenic and allergenic.
3. Menstrual protections are used during
a long time – altogether seven years of
one woman’s life – and comes during
that time in direct contact to the mucous
membranes very close to our
reproductive organs. The mucous
membranes can absorb chemical
substances up to 80 times more efficient
compared to oral intake.
2. On assignment of the Swedish
Chemicals Agency, the Swedish
Environment institute – IVL –, also
conducted a literature study, with the
conclusion that “the information that are
available today regarding chemical
substances in menstrual protections is
very limited”.
4. It’s almost offensive that condoms and
band-aids, but not menstrual protections,
are classified as medical devices with all
requirements and demands on safety and
security this brings.
5. With all this information, and since all
production processes entails mistakes
and mishaps there is a need to
substantially increase the safety for
consumers in this area.
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PP. N
1.8 MEDICAL DEVICE DEMANDS CREATES A SECURE PRODUCTAt first, Lisa Perby sold imported menstrual cups, but she soon realized that with a product that truly is all about intimacy, it definitely is necessary to have an effective quality control.
Therefore, after two years, she started Sweden's first production of menstrual cups made of highly qualitative silicone.
Even though menstrual cups in general is incomparably
much better than pads and tampons in terms of both
environmental and health aspects, there has in
Germany and France, occurred unexpected and
unwanted pollution in a menstrual cup. The fact that a
product is classified as a medical device implies a
safety for the user. It not only guarantees that the
product is tested and traceable back to its raw material,
but also that the manufacturer complies with standards
that do not even exist in the EU for intimate protection.
That something so close to the reproductive organs, for
a total of 7 years, day and night, counts as any other
item, is strange.
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In the US, menstrual protections, including menstrual cups, are classified as medical devices.
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These are some of the demands that MonthlyCup fulfills:
- Risk evaluation and analysis
- Evaluate user ability
- Biocompatibility- and cytotoxicity testing
- To define and classify the finished device and all stages before that
- To trace each and every product so that if wrong products are released they can be withdrawn
MonthlyCup has since the beginning consistently invested in high and safe quality. That is the primary reason for producing in Sweden: to be able to keep track of working conditions for all personnel involved and to make sure that the right material is used.
The raw material is a highly qualitative silicone, but true product safety demands more than
that. Planning, routines and control all the way from design and production to distribution.
Our company’s menstrual cups are FDA registered and are thereby fulfilling the demands
according to their acquis. In the USA, menstrual cups are classified as medical device.
This demands a great deal of responsibility from the producer, which thereby generates
safety for the consumer. Our products are traceable from raw-material to end product and
end customer. Each step in manufacturing and distribution are closely monitored. The whole
process flow and each change, no matter how small or big, are evaluated. That gives a
product the customer can feel safe to use.
MonthlyCup therefore follows medical device standards trough ISO 13485, and have completed and applied all tests and other demands that this complies with.
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1.9 MENSTRUAL PROTECTION – HUGE ENVIRONMENTAL PROBLEMSMenstrual protection – tampons and pads – are one of the world’s biggest, but at the same time most overlooked, environmental problems.Overlooked by of probably two reasons: When it comes to tampons and pads it’s difficult to
see any better solution then combustion and, in many parts of the world there is lack of
waste management that can handle this. That intensifies by the marketing made by the
producers, that sounds like they have high demands on sustainability – if they discuss
environmental issues at all.
PP. N21
A few facts about menstrual protection and the environment:
1. A woman buys and throws away 12,000 tampons and pads during her lifetime. She can instead choose to only need 7 menstrual cups.
2. A reasonable estimate is that tampons
and pads in Sweden alone creates about
3000 tons of garbage (in dry weight). The
biggest part of this is combusted but
some is also used as landfills – or ends
up in our water or in the nature.
4. The last few years all kinds of plastic
have been more and more referred to as
one of the world’s biggest environmental
problems. According to the British
environmental organisation City to Sea,
one pad at average contains as much
plastic as four plastic bags.
3. The environment is a global issue and, in
many countries, menstrual hygiene
products becomes part of massive
mountains of garbage. The total amount of
used tampons and pads globally ads up to
millions of tons.
5. Essity – market leading in Sweden,
states that their tampons and pads
contains polypropylene, polyethylene,
polyester, polyester fibers, polymers,
synthetic resins, polyester film and
polyethylene.
6. In Sweden, the government have
initiated a campaign that, at least
temporary, have decreased the use of
plastic bags. But the Swedish population
probably uses a lot more plastic through
menstrual hygiene products, mainly pads.
7. Another main ingredient in tampons and
pads is cotton. The production of cotton
requires, according to WWF, up to 29,000
litres of water. Cotton is often produced in
places where water already scarce.
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9. MonthlyCup menstrual cups are made of silicone. Silicone is a sustainable material that
consists of sand and charcoal. When combusting, the following substances are formed:
silica, water and carbon dioxide (in amounts that in comparison to other types of menstrual
hygiene products are almost neglectable).
8. The MonthlyCup’s sold so far has saved the environment over 14
million tampons and pads. (Visit www.monthlycup.com and follow this
through our counter that is directly connected to our sales).
The contradiction that sustainability limits the possibilities to reach a major mass, at the
same time as it is the greatest benefit of a menstrual cup – makes the fight of the buyers
actually a war between communications 2 greatest components, substance and form. The
menstrual cup is naturally superior when it comes to price, health and sustainability and is
up against the big companies possibilities to buy expensive marketing.
– It’s a huge empowerment to know that we work with a product where you can talk about real sustainability –
1.10 SUSTAINABILITY CREATES COMPETITIVENESSOne single menstrual cup replaces approximately 1 600 tampons or pads. These, the least sustainable options, brings enormous amounts of money to spend on marketing, that companies that work with menstrual cups never can compete with.
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With common sense and creativity Lisa Perby and MonthlyCup have turned this so called
problem into what it really is: A crucial advantage.
– at the same appearing at a market that is, so far, completely dominated by companies that
are as far from sustainability as possible, says Lisa Perby. There are hardly any products that
are more “single use” than tampons and pads. This gives us a natural potential for growth.
Picture: tampon mountain and 5 hours vs. 5 years.
1.11 MONTHLYCUP GETS A LOT OF MEDIA ATTENTION
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The menstrual cups strength – in all important aspects – makes it possible for MonthlyCup to reach out through conventional and social media.
With the strong argument sustainability as foundation, Lisa Perby and MonthlyCup, have
developed marketing strategies that step by step has changed the conditions to
compete with tampons and pads.
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For our establishing in Sweden, our availability and presence on social medias have been
very important. A menstrual cup is for many a product that raises a lot of questions. We
need to be able to answer those questions where our customers are – on social medias.
Through well thought out messages with high credibility regarding news- and reading is the
foundation for systematic efforts through digital and social medias. The company takes
good care of its digital infrastructure, continuously updates their webpage and owns the
menstrual cup domains in Sweden and Norway (www.menskopp.se and
www.menskopp.no). We also own the English equivalent, www.menstrualcup.com which is
very important to be able to reach out into the international market and mainly the
American one.
One of the results from this, is that the Swedish Chemical Agency has started to examine and run tests on menstrual hygiene products.
MonthlyCup has quickly become, due to debate articles among other
things, the “reference company” in Sweden regarding menstrual cups.
To create and add discussion and debate regarding menstruation in general has lifted the
brand. Debate articles and news material has as well increased the interest and attention
regarding menstruation.
Through solid marketing campaigns and close
contact with Facebook, MonthlyCup has
managed to widen our clientele and reach our
target groups.In order to grow, to reach resellers and to expand, our day-to-day monitoring have become
an important part of MonthlyCup’s strategy; it includes overseeing conventional and social
medias so see what customers are reached by to follow the debate and current trends.
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ICA and Coop. And in total, at over 1100 resellers, mainly in Sweden, but as part of the export
strategy in 6 other countries.
Resellers often know who we are when we get in contact, Lisa says, who in 2017 got to see her dream of selling menstrual cups in supermarkets fulfilled.
1.12 NEXT STOP – USAMonthlyCup now employs an export manager fulltime. The company has customers all over
Europe and will now strengthen their business in Norway, Denmark and Germany. The focus
lies on establishing in the USA. Something that started already in December 2017, and is
done in cooperation with Business Sweden. The plan is to work with both our own
e-commerce and sell through resellers.
- Strength when it comes to digital and above all social media
are crucial when you work with e-commerce, Lisa Perby says. But also that we through other
medias have focused on getting both debate and news articles published have made social
media very important.
MonthlyCup is now available through central agreements with two of the biggest supermarket chains in Sweden;
– The strategies that so quickly has made us the market leading company for menstrual cups in Sweden has given us the tools we need to get into the American market, says Lisa Perby.
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In Sweden the equivalent number for the word “menskopp” is 12,000 searches per month.
MonthlyCup owns www.menstrualcup.com and www.menskopp.se which is a great
advantage when it comes to climbing the search engines.
In the USA menstrual cups are classified as medical devices. FDA – Food and Drug
Administration – have high demands on everyone who wants to sell to American
consumers, and require a Quality Management System in accordance to CFR. Though,
this is not needed to sell in Sweden or EU, MonthlyCup has already invested in the
actions needed: following American legislation regarding medical devices, as well as ISO
13485l
Every month 100,000 Google searches are made for “menstrual cups” in USA.
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TH
E IN
VE
ST
ME
NT
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2.1 WHY INVEST IN MONTHLYCUP?We are a growing company that cares for the environment, sustainability and our customers. We have proven that a menstrual cup is a sustainable and competitive alternative. You are
now given a unique opportunity that has never been given on the menstrual hygiene
market. When you’ve read this you know that you have the chance to be a part of an
exciting journey. It is about being a part of something meaningful – to create a better life for
millions of women.
As an investor you will not only be given the opportunity to help us make the world a
better place, but as a thank you from us we will give you and your friends 20 % discount
on all of our products during a whole year. And also, for each invested unit we will give a
menstrual cup to one of our donation projects to a woman who really needs it. To see
your stocks, go to: www.monthlycup.com/partners
With this investment you contribute to:That we can reach out to millions of menstruating women all over the world.
Product development and therefore a broader market.
The customers that have used a menstrual cup for more than three months we have a
customer satisfaction of 90,8 %. That makes our customers very eager to tell others
about us which gives us exponential growth.
There are only a few big global competitors, which means that there is room for one
more company. 12,000 searches on Google for menstrual cups in Sweden every month in
comparison with 100,000 in USA.
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2.2 SELECTED FINANCIAL INFORMATIONMonthlyCup Partners AB (publ) was founded in close connection to the forthcoming share
issue and all key numbers and reports reflects the company that has been active since
2014, MonthlyCup Sweden AB. No business have been active up until 2018-06-30 in
Menskopp Danmark Aps or Menskopp Norge AS, because these corporations have been
resting up until that date. The revenue from the Norwegian and Danish websites have until
2018-06-30 been assigned to the Swedish company. From 2018-07-01 the revenue will be
distributed in Norway to Menskopp Norge AS, in Denmark to Menskopp Danmark Aps and
the rest of the world to MonthlyCup Sweden AB.
BALANCE REPORTMonthlyCup Sweden AB (556978-1759)
ASSETSFixed assets
Balance report (SEK) 2018-06-30
Intangible assets 1 908 388,00
Tangible fixed assets 265 778,74
Financial assets 500 000,00
Total assets 2 674 166,74
Current assets
Inventories, etc. 281 395,00
Receivables 383 085,32
Cash and bank balances 727 332,77
Total current assets 1 391 813,09
TOTAL ASSETS 4 065 979,83
Equity
EQUITY, PROVISIONS AND LIABILITIES
288 567,66
Untaxed reserves 20 000,00
Long-term liabilities 1 883 333,36
Current liabilities 1 874 078,81
TOTAL EQUITY, PROVISIONS AND LIABILITIES 4 065 979,83
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RESULTMonthlyCup Sweden AB (556978-1759)
OPERATING INCOME
Net sales 7 004 514,39
Other operating income 644 717,91
TOTAL OPERATING INCOME 7 649 232,30
OPERATING EXPENSES
Raw materials and consumables -1 112 460,90
Other external expenses -3 603 040,35
Personnel costs -1 953 852,92
Depreciation -425 512,00
Other operating expenses -13 002,85
Financial posts -76 451,74
Tax -1 733,00
TOTAL OPERATING EXPENSES -7 206 053,76
Profit for the year 443 178,54
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Result (SEK) 2017-07-01 / 2018-06-30
Allocations -20 000,00
KEY FIGURES & MULTI-YEAR SUMMARYMonthlyCup Sweden AB (556978-1759)
Net sales 7 005
Operating margin % 7,7%
Total assets 4 066
Return on employed capital % 24,7%
Return on equity % 152,8%
Solidity % 7,5%
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2 890
4,2%
1 483
8,2%
90%
7,4%
1 036
3,0%
1 004
3,0%
11,1%
3,5%
107
-
970
-
-
3,2%
Operating margin: Operating profit / Net sales
Return on employed capital: (Operating profit + financial income) / employed capital
Return on equity: Profit after financial posts / adjusted equity
Solidity: (Total equity + 78% of untaxed reserves) / Total assets
KEY FIGURES 2018-06 2017-06 2016-06 2015-06
Definitions:
Amount in thousand crowns (tkr)
2.3 BUSINESS SUMMARY
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*MonthlyCup Partners AB (publ) ownership of 16 % in MonthlyCup AB assumes that this
share issue will be fully invested.
B-shares4%
(100%*)
Crowdfunding Investors
(100%) (100%)
MonthlyCup AB
(100%)
Wileli Holding AB
Common shares
Common shares 16%
Common shares 84%
A-shares 96%(0%*)
MonthlyCup Partnes AB (publ)
Menskopp Danmark ApS MonthlyCup Sweden AB Menskopp Norge AS
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2.4 SHARE PAYMENT
Share issue 20,8 MSEK
The present directed share issue regarding 20,8 MSEK before share issue costs.
Shareholders invests in MonthlyCup Partners AB (publ) through this offer.
MonthlyCup Partners AB (publ)
208 340 new B shares, at full covered share issue, goes to the shareholders of MonthlyCup Partners AB (publ).
The share issue settlement will further be invested in MonthlyCup AB, which MonthlyCup Partners AB (publ) will own to 16% given a full cover of this share issue.
9520 new shares in MonthlyCup AB at share issue.
A total of 20,8 MSEK can be obtained before the costs of the share issue.
MonthlyCup AB
- This share issue refers to investment in MonthlyCup Partners AB (publ).
- That MonthlyCup Partners AB (publ) is not the same thing as MonthlyCup AB.
- That the investment is in MonthlyCup Partners AB (publ) and not in MonthlyCup AB (the
holding company). MonthlyCup Partners AB (publ) will own 16 % of MonthlyCup AB when
the share issue is closed, provided that the share issue is fully covered.
- Any dividends is not to be expected on short or middle-long term.
- The shares in this offer will not be traded on a regulated market.
- That MonthlyCup Partners AB (publ) through its upcoming single asset (16%) in
MonthlyCup AB, is correlated with and exposed to the development of business in
MonthlyCup AB and its affiliated companies.
- That an investment in shares is associated with risks.
An investor should acknowledge:
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2.5 RISK FACTORSAn investment in shares or similar securities is always associated with a risk.
There are various factors that may be within the company's control, but also factors that the company is unable to influence.
Such factors can directly affect sales
and earnings in MonthlyCup. For this
reason, investors need to be well
aware of different types of risks that
may adversely affect the company's
development.
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Suppliers and production
Our menstrual cup is manufactured in Sweden of silicone. Our suppliers achieve by agreements the high requirements that are set for selling in, among others, the United States. Lack of silicone, staff shortages or technical breakdown is acknowledged as several of those risk that can affect our ability to deliver menstrual cups to our customers. To counteract these risks we have good warehousing, a close dialogue with our suppliers and good system support to measure sales on a detailed level.
Logistics
The risk of significant logistical interruptions is judged to be low as we cooperate with several different suppliers regarding logistics solutions. But you should be aware that bankruptcy, strike or other interruptions may have a negative impact on MonthlyCup as a company.
Competition
The menstrual cup market is undergoing strong growth and is highly competitive. We are leaders in the Swedish menstrual cup market, and provides a premium product. Therefore, there is always a risk that other companies may compete through, for example, a lower pricing, but at the risk of a deterioration of quality. At the same time, we are dependent on our competitors in communicating a positive image of menstrual cups as a natural choice of menstrual products – if menstrual cups gets negative publicity it affects all who sell menstrual cups. In relation to other menstrual hygiene products.
IT system
A large part of our sales is dependent on our website. We have good system support to cope with high loads but risks such as malfunction, interruptions or data interference always exist.
The stock is not available as organised trading on an open market
As the stock is unlisted, there is no organized trading on an open market. This makes it difficult to market the shares in MonthlyCup Partners AB (publ), and partly that it is also difficult to divest the shares at any time. Investing in shares is associated with risk and an investor may lose all or part of the value of the investment.
Valuation risk
MonthlyCup's owner and board have applied several considerations for future share issues in order to find a reasonable and interesting valuation of the company. The company is unlisted and a public share issue has not taken place previously, making it difficult to get an exact indicator of a market valuation. Misleading pricing can therefore not be excluded, which may affect future pricing to meet shareholders' requirements and expectations.
No dividend has so far been submitted to any of the MonthlyCup Group companies. The Board is of the opinion that any dividend will be current within the next few years. As a result, the return of investment depends on the development of the unlisted share price. An investment in MonthlyCup should thus be seen as an investment that will yield long or very long-term returns.
Dividend
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2.6 BACKGROUND AND MOTIFBackground
The company has been growing organically in the run-up to the forthcoming share issue,
and during that time it has received a large group of satisfied customers and menstrual cup
enthusiasts who help spread all the benefits with MonthlyCup. During the 2017-2018 fiscal
year major preparations were made for a larger expansion to the United States. Initially
through exports but in the long term through corporate start-ups. We have been able to
demonstrate that our marketing strategy in social media has been working and, in the
period of 2017-07-01 to 2018-06-30,
What is today, MonthlyCup Sweden AB was founded in 2014 and has since grown to become the market leader in sales of menstrual cups in Sweden and through exports to major parts of Europe and North America.
We had close to 20,7 million exposures only on Facebook and Instagram.
PURPOSE
Through our expertise, we want to build a well-known brand in the US market.
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Initially focusing on the American East Coast, as the time difference allows us to keep a
customer service from Sweden. We expect a long start-up before the brand reaches the
same acceptance as in the Swedish market. In addition to pure marketing, we have hired an
export manager, and two employees for customer service and warehousing. In the long run,
of course, the US market will fund itself, but how fast it happens depends entirely on the
amount of coverage we receive in the forthcoming share issue.
In Sweden, we are market leaders and
have only taken about 2% of the
market. In the US, the potential is even
greater. Our major competitors
internationally double their sales each
year and the market is still so
untouched that there is room for
MonthlyCup as one of the major
players.
We see the potential in the United States as very, very big.
The cost of the share issue is estimated to 2 MSEK, which primarily covers expenses for
lawyers, financial services, film production and marketing. Thereafter, related wage costs
for expansion are expected to amount to 4 MSEK per year, purchase of goods 2 MSEK per
year and 12 MSEK per year in marketing in the US market. If full coverage is not achieved,
the budget will be reduced in proportion to the investment received.
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LEGAL INFORMATIONThe company Wileli Holding AB, which today owns all shares in MonthlyCup AB, has formed
the public company MonthlyCup Partners AB (publ) ("Partners AB").
At the establishment of Partners AB, a share capital of SEK 500,000 was awarded for
500,000 A shares.
Through the crowdfunding that is now being implemented in order to capitalize
MonthlyCup AB, investors will be invited to invest in B shares in Partners AB. A maximum of
208,340 B shares will be issued for SEK 100 each, which means a maximum investment of
SEK 20,840,000. Of this amount, Partners AB (in which investors will become a partner) will
invest SEK 20,340,000 in MonthlyCup AB. Partners AB will then own 16% of the shares in
MonthlyCup AB.
In order for investors to be able to own all of the shares in Partners AB, Partners AB will
redeem the 500,000 A shares that Wileli Holding AB gained at the time of its first Annual
General Meeting when establishing Partners AB.
This is done through the redemption of
own shares by reducing the share capital
with the attached share issue without
issuing new shares to restore the share
capital of Partners AB (i.e., so that it is still
SEK 500,000). Wileli Holding AB will then
get back the 500,000 SEK that was used as
contribution at the foundation. Once this
has taken place, investors together,
through Partners AB, own 16% of
MonthlyCup AB, provided that the share
issue is fully invested.
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THE SHARE ISSUE
An extra general meeting of MonthlyCup Partners AB (publ)
decided on August 22, 2018, regarding a new share issue of B
shares directed towards the public in Sweden. Minimum
investment is 10 shares.
INVESTMENT
Shares are sold in units of 10 shares.
3.1 TERMS AND CONDITIONSThe shares for this offering conducts MonthlyCup Partners AB
(publ). The share has been prepared in accordance with
Swedish legislation.
ENTITLED TO INVEST
The right to invest in shares shall, with the exception of
shareholders' preferential rights, fall on the public of
Sweden. The reason for the exception from shareholders'
preferential rights is to cost-effectively implement the share
issue and increase the spread among the public in Sweden.
INVESTMENT PRICE
The investment price is SEK 100 per B share, i.e. a total of SEK
1,000 for a stock item of 10 shares. Courtage is not charged.
The price has been determined by the Board, based on the
company's commercial potential and prospects. The value of
MonthlyCup Partners AB (publ) amounts to approximately
20.8 MSEK at full investment.
APPLICATION PERIOD
Investment in B shares shall take place during the period
from 1 September 2018 until 30 November 2018. The Board
of Directors of the Company is entitled to extend the
application period and time of payment, which will be
announced on the Company's website
www.monthlycup.com/partners by 23:59 CEST on November
30th. The Board of Directors is entitled to cancel the issue
after the application period has commenced.
PAYMENT
Immediately in connection with the investment. An
investment in shares is irrevocable and the signatory
cannot be cancelled.
NUMBER OF SHARES IN THE OFFERING
The share issue includes no more than 208 340 shares, all
with the same voting rights, one (1) vote per share and the
same right to the Company's profit. At full investment, the
number of B shares in the company will increase by 208 340
shares from the current 0 to 208 340 B shares.
HOW TO SIGN UP FOR SHARES
1. Visit www.monthlycup.com/partners
2. Read carefully about the offer and about MonthlyCup.
Understand that there is a difference between MonthlyCup
Partners AB (publ) and MonthlyCup AB.
3. Create an account/login with BankID. If there is no
Swedish person or organization number for the investor,
special instructions must be followed on the website.
4. Select how many shares you want to buy. The minimum
investment post is 10 shares of 100 SEK each. That is, SEK
1,000 for the smallest investment post. We apply the first
come first serve-principle.
5. Fill in the information required in the application form.
6. Payment is made directly in connection with the
investment in MonthlyCup Partners AB (publ) account by
credit card or Swish. By payment, terms and conditions is
accepted.
7. Confirmation that the investment has been received,
including receipt will be sent to the e-mail address provided
by the signatory and published through your user account.
8. Notice of allotment and confirmation of payment to
MonthlyCup Sweden AB (publ) shall be sent to the
Shareholder within 10 working days to the e-mail address
provided by the signatory in the application form and
published through your user account.
9. Shares are delivered to your digital depot which you
receive through your login on the Partner pages after the
share issue has been partially or completely registered with
the Swedish Companies Agency. Confirmation will be sent
by e-mail when this happens.
10. Welcome as partner in MonthlyCup Partners AB (publ).
MonthlyCup Partners AB (publ) applies the first come first
serve-principle in the event of full investment. Repayment of
settlement corresponding to the excess portion of the
investment is repaid to the same account the payment has
been made from. The same applies if the board intends to
cancel the issue.
RIGHT TO DIVIDEND
The new shares qualify for dividend for the financial year
2018.08.22–2019.06.30 provided that registration of the
shares has taken place with the Swedish Companies
Registration Office. All shares have the same right to
dividend. The company's A shares held by Wileli Holding AB
will be redeemed at the first AGM and will therefore not be
entitled to dividend.
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1 COMPANYThe company is MonthlyCup Partners AB (publ).
2 REGISTERED OFFICEThe Board is based in Halmstad.
3 OPERATIONThe company shall conduct holding company activities by owning and managing shares in companies and related activities.
4 SHARE ACTSThe share capital amounts to at least SEK 500,000 and no more than SEK 2,000,000. The number of shares shall be at least 500 000 and no more than 2 000 000.
Shares will be issued in two series, series A and series B. Shares of Series A entail ten (10) votes per share and Shares of Series B result in one (1) vote per share. Shares of each share class may be issued in correlation to the entire share capital.
If the company decides to issue new shares through a cash issue or a settlement issue, an old share shall give precedence to new shares of the same class in proportion to the number of shares the holder previously owns (primary precedence right). Shares not invested in with primary precedence rights shall be offered to all shareholders for investment (subsidiary precedence rights). If the shares offered are not sufficient for the investment that is made with subsidiary precedence rights, the shares shall be allocated among the investors in proportion to the total number of shares previously held in the company. To the extent that this cannot happen with regard to certain shares, allocation is made by lottery.
If the Company decides to issue shares of only one class through cash or settlement issue, all shareholders, regardless of their shareholdings, shall have precedence to invest for new shares in proportion to the number of shares they previously own.
There are no other restrictions in the right to dividend. Payment of any dividend is provided by MonthlyCup Partners AB (publ) themselves. If shareholders cannot be reached, the shareholder's claim on the Company remains in respect of dividend amounts and is limited only by expiration rules. From the date that registration of the new shares has been registered at the Company's share register, that can be found by signing in at www.monthlycup.com/partners, these rights own such things as voting rights and precedence in the case of new shares of the same kind are issued, the right to a share of surplus in the event of liquidation, redemption and conversion.
REGISTRATION OF SHARE ISSUE AT THE SWEDISH COMPANIES REGISTRATION OFFICE
Reconciliation for investment in shares takes place on three occasions, and based on these, partial registrations are submitted to the Swedish Companies Registration Office within 5 days from these three occasions. Additionally, the Swedish Companies Registration Office processing time, before registration of shares has taken place. These three occasions for reconciliation for partial registration are:
• September 16, 2018 at 23:59 CEST• October 21, 2018 at 23:59 CEST• November 30, 23:59 CEST
Additional registration time may occur if the board decides to extend the share issue.
TRADINGThe shares will not be admitted to trading on any regulated market or MTF.
SHARE REGISTERThe company's share register with information about shareholders is handled by the Company itself through www.monthlycup.com/partners.
APPLICABLE LAWThe shares are issued under the Swedish Shares Act (2005:551) and are governed by Swedish law. Shareholders' rights regarding distribution of profits, voting rights, preferential rights for investment in shares, etc. are governed partly by the Company's Articles of Association, which are available on the Company's website through www.monthlycup.com/partners and in this memorandum under the section "Articles of Association".
OTHER INFORMATION
The shares in MonthlyCup Partners AB (publ) are not subject to an offer made as a result of a bid obligation, redemption or solvency obligation. There has been no bid for public takeover during the current or previous financial year. As far as the Company know, no shareholders or members of the Company's management, conduit, or any individual investor, have any intention of investment in shares representing more than 5% of the offer.
The Board of Directors is entitled to withdraw the share issue in case the Board finds that the interest in participating in the share issue has been too weak. Notice of this will be issued to the investors concerned and payment made will be refunded to the same account as the payment was made. Upon completion of the share issue, the Company will announce the results on our website www.monthlycup.com/partners. All shares are entitled to the same share of the Company's profits as well as any dividends, even regarding liquidation. All B shares have the same voting value, one (1) vote per share.
3.2. Articles of Association
The Company's A shares are not included in the above description as they will be redeemed in connection with the first AGM. At the first AGM, the company's A shares have no voting rights. Otherwise, the company's A shares according to the Articles of Association have ten (10) votes per share. Terms and conditions for possible pre-emptive rights in connection with a new share issue are determined by the Annual General Meeting. There are currently no redemption programs or outstanding convertible debentures in the Company.
Finally, we reserve the rights for misprints in this document and refer to our website for corrections of any errors.
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What has been said above should not imply any restriction on the ability to make a decision on a cash or a settlement share issue, with deviation from the shareholders' precedence rights.
What is stipulated above regarding shareholders' precedence rights shall apply to the share issue of warrants and convertibles.In the event of an increase in the share capital through a bonus issue, new shares shall be issued by each share class in proportion to the number of shares of the same kind that existed previously. In that case, old shares of a certain class of shares shall confer precedence to new shares of the same class.
What has now been said should not imply any restriction in
the possibility of issuing new shares by way of a bonus issue,
following the required amendment of the Articles of
Association.
7 NOTICE OF ANNUAL GENERAL MEETING
Notice of the Annual General Meeting shall be made by advertising in domestic newspapers and by making the notice available on the company's website. At the same time as a call is made, the company will announce that announcement has been made by announcing in Svenska Dagbladet.
5 BOARD
The Board shall consist of 3–10 members with a maximum of 10 deputies.
6 AUDITORS
The company shall have 1–2 auditors with no more than 2 deputy auditors or a registered audit company.
8 OPENING OF ANNUAL GENERAL MEETING
The Chairman of the Board, or the one the Board of Directors proposes to, opens the Annual General Meeting and leads the negotiations until the Chairman of the Board has been elected.
9 ANNUAL GENERAL MEETING
Annual General Meetings are held annually within six months after the end of the financial year. At the Annual General Meeting, the following cases shall occur:1)Election of Chairman of the Meeting,2)Establishment and approval of voting rights,3)Approval of agenda,4)Where applicable, the choice of one or two adjustment persons,5)Examination of whether the meeting has been convened,6)Presentation of the Annual Report and Auditor's Report, as well as, where applicable, the consolidated accounts and the Group Audit Report,7)Decision regardinga)The statement of income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet.b)Disposals of profit or loss in accordance with the established balance sheet;c)Discharge to board members and chief executive officer whenever such occurs;8)Determination of Board and Auditor's fees,9)Election of Board and Auditing Companies or Auditors,10)Other matters, which is due to attend the meeting pursuant to the Swedish Companies Act or the Articles of Association.
10 FINANCIAL YEAR
The company financial year is 1 july – den 30 june.
PP. N
Linjegatan 6
Halmstad
SWEDEN
Phone: +46-200 125 065