EQUITY FOR PUNKS TOMORROW - TOMORROW STARTS TODAY EQUITY FOR PUNKS AUSTRALIA OFFER INFORMATION STATEMENT
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EQUITY FOR PUNKS TOMORROW TOMORROW STARTS TODAY EQUITY FOR PUNKS AUSTRALIA OFFER INFORMATION STATEMENT
CONTENTS
Page 4: Things Our Lawyers Made Us Say
Page 4: Risk Factors
Page 6: Welcome To Planet BrewDog
Page 8: Key Elements
Page 9: Tomorrow Charter
Page 10: BrewDog’s History
Page 12: Benefits Of Investing
Page 14: BrewDog Brisbane
Page 16: BrewDog Bars
Page 18: Your Investment
Page 20: Refer a Friend
Page 22: Our Community
Page 24: Giving Back
Page 29: Disclaimers
EQUITY FOR PUNKS AUSTRALIA 3
THINGS OUR LAWYERS KEY PEOPLE
• It is the Group’s current policy not to pay any dividends but to reinvest profits
to fuel further growth. BrewDog PLC has recently resolved to distribute
10% of its annual profits evenly amongst its staff and to donate up a further
£1million of its profits to charities chosen by staff and Equity Punk investors.
As such, the Company will have reduced profits which will be reinvested in
MADE US SAY
the Company.
• The costs of establishing and operating new BrewDog Australia bars,
licensed to sell alcohol, may be higher than expected. Although the directors
have undertaken projections and opened similar sized licensed premises JAMES WATT
throughout Europe and the United States, costs may be greater in the other
Captain & Co-founder James Watt was a fully qualified deep-sea
intended locations for new BrewDog Australia bars and may increase as a
Captain, having earlier completed an honours degree in Law
result of economic or other factors out of BrewDog Australia’s control, with a
& RISK FACTORS
& Economics. He traded in working on a fishing boat to start
resulting adverse effect on the Company’s profitability.
BrewDog in 2007, pursuing his passion for great craft beer by
• The Company’s success depends on the activities of its executive setting up the company with school friend Martin Dickie. James
management team. If one or more of the current management team were was awarded the MBE in the 2016 Queen’s birthday honours list
unable or unwilling to continue in his or her position, the Company’s business and is one of Europe’s only Master Cicerones.
would be disrupted and it might not be able to find replacements on a timely
basis or with the same level of skill and experience. Finding and hiring such
replacements could be costly and might require the Company to grant MARTIN DICKIE
significant equity awards or incentive compensation, which could adversely
impact its financial results. Beer Pirate & Co-founder Martin Dickie obtained a first-class
honours degree in Brewing & Distilling from Herriot Watt
• The Company’s operating and other expenses could increase without a University. He is a renegade artist on a mission to change
The Offer Information Statement is issued pursuant to section 709(4) of the Corporations corresponding increase in turnover, materially impacting the Company’s people’s perceptions about beer and challenge their taste buds.
Act and is not a prospectus for the purposes of the Corporations Act. The level of disclosure financial results. Factors which could increase operating and other Along with James, Martin hosts the hit international TV show
expenses include:
required in this Offer Information Statement is specified in section 715 of the Corporations Act, Brew Dogs, and was also awarded the MBE in the 2016 Queen’s
* Increases in the rate of inflation; birthday honours list.
and those disclosure requirements are lower than those for a prospectus.
* Increases in taxes and other statutory charges;
* Changes in laws, regulations or government policies which increase the ED BOTT
costs of compliance which such laws, regulations or policies;
Ed holds the position of CEO at BrewDog Australia. Ed has been
BrewDog Group Australia Limited (‘the Company’ or ‘BrewDog Australia’) RISK FACTORS * Significant increases in insurance premiums; and with BrewDog since 2017, leading BrewDog’s route to market
is excited to invite eligible investors to subscribe for fully paid Class B shares There are a number of factors, both specific to BrewDog Australia and also * Increases in borrowing costs. and commercial expansion for our Berlin Brewery, in Germany,
(Shares) on the terms set out in this Offer Information Statement (OIS). of a more general nature, which may alter the future operating and financial Austria and Switzerland. Originally from Australia, Ed brings
This Offer Information Statement is dated 3rd December 2020 and was lodged performance of the Company, its products, the industry within which it operates • While the parent company’s products have been offered in the Australian
with him rich experience in building brands, distribution and
with the Australian Securities and Investments Commission (ASIC) on that date. and the outcome of any investment in the Company. There can be no guarantee market for 6 years, this has been on a smaller scale, and there is a risk that
sales for companies including Adidas and Paramount Pictures.
that the Company will achieve its stated objectives or that forward-looking the product will not be as popular in the Australian marketplace as it has
ASIC takes no responsibility for the contents of this Offer Information Statement Ed’s attention is now firmly focused on leading BrewDog’s rapid
statements will be realised. We have outlined some, but not all, risks associated been in the rest of the world.
or the merits of the investment to which it relates. It is important that potential expansion in Australia and New Zealand.
investors read this Offer Information Statement in its entirety and seek with an investment in the Company. Each of the risks set out below could, if • The beer industry in Australia is well established, and the recent increase
professional investment advice before deciding to apply for Shares. it eventuates, have a materially adverse impact on the Company’s operating
performance, profits and the value of its Shares. Before deciding to invest
in craft beer consumption and the rise of craft beer products in the
market, from both small independent breweries, as well as larger national LINDSAY CRAWFORD
The Shares offered under this Offer Information Statement are illiquid and in the Company, potential investors should read the entire Offer Information and international brewing companies means that the Company will be
potential investors are urged to seek independent professional advice in relation competing in a robust market. Lindsay joined BrewDog in August 2019 and has worked in the
Statement and the risk factors that could affect the financial performance
to the material contained in this Offer Information Statement. brewing industry for over 16 years, previously as Brewmaster at 4
of the Company. You should carefully consider these factors in light of your We hope to extend this offer to New Zealand residents, subject to approval by the Pines Brewing Company. He is an experienced brewer and holds
The statutory maximum time for an Offer Information Statement to be valid is 13 personal circumstances and seek professional advice from your accountant, New Zealand Companies Office. We will announce when the offer is open to NZ a Master Brewer qualification in Brewing from The Institute of
months from the approval date, however this particular offer will only be open stockbroker, lawyer or other professional adviser before deciding whether residents. Brewing and Distilling in London. In his role, Lindsay will be bringing
for acceptance until 11th February 2021, or later if the round is extended at the to invest. These risks are not set out in any particular order of priority, and
BrewDog Group Australia Limited is an unlisted public company, so while it does not to life a kickass selection of Australian-brewed BrewDog beers!
discretion of the directors, subject to the terms contained within this document. additional risks and uncertainties currently unknown to the directors, or which
No Shares will be issued on the basis of this Offer Information Statement after they may believe are immaterial at the present time, may also have an adverse trade on the Australian Stock Exchange, we still want to offer a part of the company
the expiry date. effect on BrewDog Australia’s business and any investment in the Shares. to the Australian beer-loving public, that’s what the Equity for Punks Australia
offering is all about! BrewDog Group Australia Limited is currently 100% owned
CALVIN MCDONALD
This Offer Information Statement does not constitute an Offer in any place • The Class A Shares in the Company, BrewDog Group Australia, are by BrewDog PLC, the original UK company that started our business in Scotland
wholly owned by BrewDog PLC and make up a majority of the Company’s Calvin started in BrewDog’s original Flagship bar in Aberdeen
where, or to any person to whom, it would not be lawful to make such an Offer. back in 2007. When Equity for Punks Australia is underway, BrewDog PLC will hold
shareholding, as such they can vote decisions through at general meetings, back in early 2012. After a stint in both Edinburgh and Newcastle
The distribution of this Offer Information Statement in jurisdictions outside of Class A shares, and our Equity Punks will own Class B shares in BrewDog Group bars, he moved to London where he was appointed GM of key
even those which investors in the Offer, as minority shareholders, might Australia Limited. BrewDog Brewing Australia Pty Ltd is a wholly owned subsidiary
Australia and New Zealand may be restricted by law and persons who come sites. In 2017, he became Operations Manager of London and
disagree with. of BrewDog Group Australia Limited. BrewDog Brewing Australia Pty Ltd is the
into possession of it should seek advice on and observe any such restriction. the South East of England where he managed 14 bars. In his new
Any failure to comply with such restrictions may constitute a violation of • ‘There are two classes of shares on issue: entity through which the day-to-day operations of our business in Australia is run, role, Calvin is now responsible for growing BrewDog in Australia,
applicable securities law. (a) Class A (ordinary shares) in the company, BrewDog Group Australia, including employing our staff and running our trade accounts. managing sales, marketing and finance too, as we look to get
This Offer Information Statement neither purports to be exhaustive nor contain are wholly owned by BrewDog PLC (‘Brewdog’ or ‘parent company’) and craft beer into the paws of as many people as possible!
all of the information which a prospective investor may require to make an make up a majority of the Company’s shareholding, as such they can vote
investment decision, and it does not contain all of the information which would decisions through at general meetings, even those which investors in the
otherwise be required by Australian law or any other law to be disclosed in a Offer, as minority shareholders might disagree.
prospectus. No person is authorised to give any information or to make any (b) Class B shares in the company, BrewDog Group Australia, are classed
representations in connection with this Offer that is not contained in this Offer as non-voting shares (as defined in the Corporations Act s9). These are the
Information Statement. shares on offer through this offer information statement.’
Any information or representation that is not contained in this Offer Information
Statement may not be relied upon as having been authorised by the Company
or its Directors.
EQUITY FOR PUNKS AUSTRALIA 5
HELLO AND
WELCOME TO
PLANET BREWDOG
BREWDOG IS AN ALTERNATIVE SMALL BUSINESS OWNED
BY THOUSANDS OF PEOPLE WHO LOVE CRAFT BEER. THEY
ARE OUR SHAREHOLDERS, OUR FRIENDS, OUR COMMUNITY
AND THE HEART AND SOUL OF OUR BUSINESS.
We have a community of over 145,000 Equity Punk BrewDog was born in 2007 with a mission to make other
investors, and now, we are expanding that community into people as passionate about great craft beer as we are. In
Australia. This is your chance to join them, by owning part 2019, we opened our facility in Australia, and we are now
of BrewDog Australia. on the verge of releasing awesome craft beer made by
BrewDog, in our new home in Brisbane.
In 2010 we tore up convention, turned the traditional
business model on its head and launched Equity for Punks, Our mission that unites us worldwide has evolved
giving thousands of people a front row seat to the craft to include our ambition to become the world’s most
beer revolution. sustainable beer business, and in 2020, we announced
that BrewDog is now officially carbon negative. With your
In 2020, we brought Equity for Punks back with a completely help, we can turbo-charge our mission and set a new
new type of share offering. Equity for Punks Tomorrow is precedent for planet-friendly business.
radically different; this is a share offering where every single
penny you invest goes towards building a more sustainable Keep on rocking in the free world.
future for all of us.
James
We believe that the most sustainable businesses are going
to be the ones who will prosper long term, so by investing
heavily in sustainability, we believe we can grow strongly,
and add significant value to your investment too. All whilst
doing great things for the planet.
EQUITY FOR PUNKS AUSTRALIA 7
BREWDOG TOMORROW
KEY ELEMENTS
LET’S ENSURE
WE HAVE A
PLANET TO BREW
BEER ON
• There are up to 100,000 Class B CURRENT SHAREHOLDING POSITION DECIDING TO GET INVOLVED?
BREWDOG HAS NOW IS THE TIME
shares available in Equity for Punks
Presently, BrewDog PLC, our UK based You should read the Offer Information
Australia
parent company, holds 100% of the shares Statement before investing (which is
• We are aiming to raise a minimum of
$300,000 in Equity for Punks Australia,
in the Company. Those shares are A Class
shares.
this document)! Make sure you’re cool
with the risks of investing –the risk COME A LONG WAY. TO BE RADICAL
with a maximum goal of $10 million The shares subject of this offer are Class B
Shares, and will make up 10% of the total
factors are stated on page 3. We’ve grown, and we’ve grown up.
IN EVERYTHING
• The record date for the offer, as well as
the opening date for share purchase,
is 3rd December 2020, and the offer
shareholding in the Company.
Should you wish to participate in Equity
HOW DO I GO ABOUT INVESTING?
Easy! Once you’ve read the Offer
We have always believed that business
should be a force for good and that
brave thinking and bold actions are the
WE DO.
Climate change is close to a tipping
closes on 11th February 2021 for Punks Australia, you are encouraged to Information Statement, head to only way to make real impact.
point. We created this problem, and
subscribe for Shares as soon as possible www.brewdog.com/efpoz and
• The shares will be issued to you now, it is time for us to solve it.
after the Share purchase opens. hit “Invest Now” to complete the form Today, we are in the middle of a climate
after 11th February 2021, unless the with your details! crisis. It is a crisis of our own design,
offer is closed early due to being The Company reserves the right, subject driven by big business. We recognise
fully subscribed, or extended at the
discretion of the directors
to the Corporations Act, and other
applicable laws, to vary the dates of the
our contribution and the limitations of
our industry. ACTIONS NOT
Investors should note that past financial
Share purchase (including extending
the Share purchase or accepting late PROMISES.
performance is based upon BrewDog’s
operations in Europe and the USA. It is
applications) without notice.
We have some huge plans for BrewDog
CHANGE ISN’T The world does not need another
crowdfunding programme. The world
HAPPENING FAST
not a guide to the future performance of
Australia, and even if this raise doesn’t needs change. We’re committed to
BrewDog Australia. making great beer, and ensuring we
reach the maximum subscription BrewDog
PLC will continue to fund and support our
expansion in Australia! ENOUGH. have a planet to drink it on.
You can find out more about investing
in Equity for Punks Australia by visiting
brewdog.com/efpoz and clicking through
to buy shares.
WELCOME TO EQUITY FOR PUNKS TOMORROW.
EQUITY FOR PUNKS AUSTRALIA 9
BREWDOG’S HISTORY 2017
TAKING OUR
MISSION GLOBAL...
Our second brewing facility launched
in Columbus, Ohio in 2017, and since
then, we’ve opened our alternative
fermentation brewery in Aberdeenshire,
and a new site in Berlin, serving our
2007 German and mainland-European
customers. We’ve also launched bars
BREWDOG CAME across the planet, from Soho to Tokyo,
from Aberdeen to Rome!
HOWLING INTO
THE WORLD...
Tired of the uninspiring big beer scene,
co-founders James Watt and Martin
Dickie decided to set out creating the
beer they wanted to drink. They built
BrewDog on their passion for great beer,
and that passion still underpins every
single thing we do.
2020
THE DOG ARRIVES
DOWN UNDER...
Equity Punks has landed in Australia,
giving you the opportunity to own a
piece of our Australian business, and
share in our future growth, plus get a
heap of epic shareholder benefits on top!
2009
CREATING AN
ALTERNATIVE
BUSINESS MODEL....
We launched Equity for Punks to give over
2,000 people a front row seat to the craft
beer revolution. So far, we have raised
over AUD $154M from over 150,000
THIS IS EQUITY FOR PUNKS.
people. Equity Punks are our friends, and
the heart and soul of our business.
THIS IS YOUR CHANCE TO HELP US BUILD
BREWDOG AUSTRALIA FROM THE GROUND UP.
EQUITY FOR PUNKS AUSTRALIA 11
BENEFITS OF INVESTING
CORE BENEFITS
BY INVESTING IN BREWDOG AUSTRALIA, YOU NOT ONLY OWN A SHARE IN OUR
AUSTRALIAN BUSINESS BUT YOU GET A HEAP OF AMAZING BENEFITS.
EVERYONE INVESTING IN EQUITY FOR PUNKS AUSTRALIA GETS:
- A
GM INVITE WITH +1 TO OUR FIRST EVER AUSTRALIAN AGM - EXCLUSIVE ACCESS TO NEW BEERS
- A FREE BEER ON YOUR BIRTHDAY - A COPY OF OUR BOOK, CRAFT BEER FOR THE PEOPLE*
- 5% DISCOUNT IN ALL BREWDOG BARS - FREE BREWERY TOURS AROUND OUR BRISBANE FACILITY
- I NVITES TO BREW WITH US ON BEATNIK BREW DAYS - A TREE DEDICATED TO YOU, IN THE BREWDOG FOREST
IN SCOTLAND
TIERED BENEFITS
ON TOP OF THESE AWESOME CORE BENEFITS, YOU CAN TURBO-CHARGE YOUR
INVESTMENTS AND ACCESS OUR BOOSTED BENEFITS FROM JUST $200.
$200 $500 $1,000
ALL OF THE CORE BENEFITS ALL OF THE ABOVE PLUS… ALL OF THE ABOVE PLUS…
ABOVE PLUS… A FREE VEGAN MEAL FOR 2 10% DISCOUNT IN ALL
AN EXCLUSIVE TOMORROW INCLUDING DRINKS AT OUR BREWDOG BARS, WORLDWIDE,
PUNK T-SHIRT EPIC BAR, DOGTAP BRISBANE** PLUS A BREWDOG HOME BAR
KIT INCLUDING AN EXCLUSIVE
BAR RUNNER, TIN SIGN AND
BAR BLADE!
$2,500 $5,000
ALL OF THE ABOVE PLUS…
ALL OF THE ABOVE PLUS…
INVITATION TO AN EXCLUSIVE DOG DAY AT
A BREWDOG-BRANDED YETI COOLER WORTH $450 BREWDOG BRISBANE, FOR YOU AND A FRIEND TO
& 12-PACK OF PUNK TO FILL IT WITH*** TOUR OUR FACILITY, GET A CLOSE-UP LOOK AT OUR
INVESTMENT IN SUSTAINABILITY, ENJOY A SPECIAL
BEER DINNER WITH OUR BREW TEAM, AND TAKE
AWAY AN AWESOME GOODIE BAG
* To be collected from DogTap Brisbane once the raise has ended.
** Free dinner for 2 includes 2x main menu items, 2x sides, 4x standard serve BrewDog drinks up to the total value of $125. EQUITY FOR PUNKS AUSTRALIA 13
*** Collection from DogTap Brisbane for free, or delivered to your home for a surcharge.
† Unless otherwise stated, all physical benefit items will be delivered at the end of the raise, and will need to be collected from DogTap Brisbane.
BREWDOG BRISBANE
EVERY PENNY RAISED VIA EQUITY
FOR PUNKS AUSTRALIA WILL BE
USED TO FUEL OUR GROWTH IN THE
SOUTHERN HEMISPHERE.
We broke ground on our amazing river-front Our brewery will start to release its first beers
site on the banks of the Brisbane river in in the second half of 2020, and we’re excited
November 2018 and have been working to start making Australia-brewed beers and
tirelessly on building our Australian HQ becoming part of the vibrant beer scene that
ever since. already exists in Brisbane. Everything about
the brewery is set up for rapid growth. We’ve
In November 2019, we opened the doors also got plenty of space available on the site,
to our epic taproom DogTap Brisbane, our readying us for expansion.
first bar built on Australian soil. Attached to
our Australian brewery, the indoor space is On top of our epic brewery, we’re looking to
matched with an awesome riverside patio expand our bar network across Australia,
and was all made possible through funds with our sights on Brisbane, Sydney and
raised in previous Equity for Punks raises! Melbourne to start with, as well as plans for a
The opening night was one of the most brewpub in Perth to supply demand we have
successful in BrewDog history, and we seen in Western Australia. We’re also exploring
can’t wait to open more sites down under. establishing a bar in New Zealand as well.
EQUITY FOR PUNKS AUSTRALIA 15
BREWDOG BARS
OUR CRAFT BEER BARS AROUND Staffed by professionally trained Cicerone-
educated staff, everyone is welcome in a
THE WORLD ARE BEACONS BrewDog bar – from craft beer connoisseurs
FOR INCREDIBLE CRAFT BEER. through to complete newbies, as well as those
THESE HOPPY HUBS ARE HOME going alcohol free, too!
TO A HAND-PICKED SELECTION
With your investment, we will look to open a
OF THE PLANET’S GREATEST series of outposts across Australia, enabling
BEERS FROM OUR FAVOURITE more people to access amazing craft beer in
BREWERIES. an inimitable setting.
Open
Planned BRISBANE
BREWERY & DOG TAP
PERTH
MELBOURNE
SYDNEY
AUCKLAND, NZ
EQUITY FOR PUNKS AUSTRALIA 17
YOUR INVESTMENT POWER A SUSTAINABLE
BREWING BUSINESS
WILL FUND...
We want to install solar panels on
the roof of our Australian brewery
to make the most of the 130+ sunny
days Brisbane sees every year.
This will reduce our need for less
sustainable energy.
REGARDLESS OF HOW MUCH WE RAISE, WE ARE COMMITTED TO ALLOCATING FUNDS TO EACH OF THE Investment: 20% of total raised
FOLLOWING PROJECTS. THE MORE WE RAISE, THE FASTER WE CAN FUND THESE IMPORTANT SUSTAINABILITY
INITIATIVES. ON THESE PAGES, WE HAVE INCLUDED THE % OF FUNDS WE PLAN TO ALLOCATE TO EACH PROJECT.
FUTURE-PROOF
PRODUCTS
As we continue to invest in R&D and new
product development, we are determined
to find ever-more sustainable ways to brew
and package our beers.
Cans are infinitely recyclable, and by investing BUILD A BEER
in a new canning line, we can increase
the number of beers we package in this
HOTEL IN BRISBANE
sustainable material. Following on from the success of the world’s
first hotel in a brewery, The DogHouse in
Investment: 15% of total raised
Columbus Ohio, we’ll use funds raised in
Equity for Punks Australia to build a new
eco-hotel in Brisbane! Plus, dogs are central
to our story, so we’ll be investing in a dog
park and playground, ensuring all our spaces
INVEST IN OUR remain fully four-legged friendly!
INFRASTRUCTURE Investment: 20% of total raised
AND PEOPLE
Our ability to fast-track our
progress and reach all four
corners of Australia - fast - is
totally reliant on the stability
of our infrastructure, and the
ability of our people.
Investment: 15% of total raised
BREWDOG
TOMORROW
BARS
We want to create a template for
BUILD A REFRIGERATED the future and open the world’s
DISTRIBUTION PROGRAMME most sustainable bars. Zero
waste, carbon neutral, and a
Fossil fuels are for dinosaurs. Well, technically, depot for closed loop delivery
they’re made from dinosaurs, but that’s beside solutions. We plan to launch a
the point. We’re investing in electric, refrigerated series of these craft beer venues
distribution across Australia to get our beer to you across Australia. See page 17 for
in the most sustainable, freshest way possible. more information.
Investment: 20% of total raised Investment: 10% of total raised
EQUITY FOR PUNKS AUSTRALIA 19REFER A FRIEND
IN ADDITION TO ALL THE PERKS OF INVESTING, YOU CAN
ALSO EARN YOURSELF MONEY-CAN’T-BUY REWARDS BY
REFERRING FRIENDS TO INVEST IN EQUITY FOR PUNKS.
WHEN YOU INVEST, YOU WILL BE GIVEN A UNIQUE REFERRAL LINK.
IF YOUR FRIENDS INVEST, AND USE YOUR CODE, YOU’LL SCORE A POINT
FOR EVERY NEW EQUITY PUNK YOU ENLIST! AND POINTS MEAN PRIZES!
ONE THREE FIVE
POINT POINTS POINTS
YOU’LL UNLOCK A BADGE ON A FREE PINT OF PUNK TO BREWDOG X ‘A GOOD
BREWDOG.COM WHEN OUR TOAST YOUR INVESTMENT IN COMPANY’ PHONE CASE & AN
NEW LOYALTY PROGRAMME DOGTAP BRISBANE EXCLUSIVE TOMORROW PUNKS
LAUNCHES! SUSTAINABLY-SOURCED HAT
TEN TWENTY
POINTS POINTS
EXCLUSIVE BREWDOG TOMORROW DINNER AND A VIP BREWERY TOUR AND TASTING
SUSTAINABLY-SOURCED HOODIE AT OUR BRISBANE BREWERY WITH OUR HEAD
BREWER FOR YOU AND A FRIEND, PLUS A GOODIE
BAG TO TAKE AWAY!
All referral perks to be fulfilled at the end of the raise
All physical prizes to be collected from DogTap Brisbane after the close of the raise, or can be shipped to you for a supplementary delivery cost EQUITY FOR PUNKS AUSTRALIA 21OUR EQUITY
PUNK COMMUNITY
AGM EQUITY PUNK MISSION CONTROL
All our shareholders each receive an invite and Our community provides us with an unparalleled
a +1 to our annual beer, food and music festival, opportunity to sound out new ideas with our closest
celebrating every year together. friends and harshest critics before making them a
reality. You can help shape our future business.
THE FORUM DISCOUNT & BENEFITS
As an investor, you’ll get access to our exclusive As a shareholder, you’ll get your paws on a raft of
social network just for Equity Punks. Here, you incredible, exclusive perks unavailable to anyone
can engage with our teams and founders on your else. From discounts in our bars, through to turbo-
ideas related to BrewDog, as well as meeting like- charged benefits for those investing a little more,
minded shareholders from around the world. you can read all about our benefits on page 12.
EQUITY PUNK TASTE PANEL EVENTS
Beer is the beating heart of our business, and quality Wanna be the first to grab a pint in our newest
is our #1 focus, forever and always. We invite our BrewDog bar? Our shareholders are the first behind
shareholders to contribute to helping us maintain the the scenes at every new venue launch. You’ll also get
best possible consistency for our beers. access to all of our events, before the general public.
EQUITY FOR PUNKS AUSTRALIA 23GIVING BACK
THE UNICORN FUND OUR CULTURE
Our people are the powerhouse of our business, and Every single thing we do aligns totally with our clearly
the reason we are able to do all the awesome things defined culture. From our charter, detailing the
we have planned. That’s why, every year, we give attitudes we hold dear, to our outstanding benefits
10% of our profits back to every single member of package for our crew, to the ways we give back –
our team, regardless of their position or seniority. maintaining culture is critical to our success.
THE BREWDOG THE BREWDOG
TOMORROW FUND DEVELOPMENT FUND
We believe business should be a force for good. There are some incredible, innovative and ground-breaking
Every year we donate up to £1m of our profits to start-ups around the world, looking to shake up the drinks
charities and causes chosen by our team and our industry, and we want to help support these projects.
community. Already in 2020, we have donated over Through the Development Fund, BrewDog makes £200,000
500,000 units of hand sanitiser to the NHS, Health available annually for investment opportunities that have the
Care Charities and key workers in the UK. potential to revolutionise our burgeoning industry.
AT BREWDOG WE
BELIEVE BUSINESS,
AND CRAFT BEER,
BREWGOODER SHOULD BE A
Since 2016, we have been brewing beer for
this outstanding change-making startup by
making lager for them to sell to raise money to
establish clean water sources across Africa.
FORCE FOR GOOD.
EQUITY FOR PUNKS AUSTRALIA 25EQUITY FOR
PUNKS
AUSTRALIA
IS NOW OPEN.
THIS IS YOUR FRONT ROW SEAT TO
THE CRAFT BEER REVOLUTION.
SO WHAT ARE YOU WAITING FOR?
WWW.BREWDOG.COM/EFPOZ
EQUITY FOR PUNKS AUSTRALIA 27DISCLAIMERS
FOREIGN JURISDICTIONS FORWARD LOOKING STATEMENTS
This Offer Information Statement has been prepared having regard to the This document may contain certain forward looking statements with respect
Australian disclosure requirements. The Offer is not intended to, constitute an to the financial condition, results of operations, projects and business of the
offer in any place or jurisdiction in which, or to any person to whom, it would Company. These forward looking statements involve known and unknown risks,
not be lawful to make such an offer or to issue this Offer Information Statement uncertainties and other factors which are subject to change without notice.
under the laws applicable in that jurisdiction. It is not practicable for BrewDog The Company gives no assurance that the anticipated results, performance or
to comply with the securities laws of every overseas jurisdiction, having achievements expressed or implied in those forward looking statements will be
regard to the number of overseas Shareholders, the number and value of the achieved. Forward looking statements are provided as a general guide only and
Shares these Shareholders would be offered, and the cost of complying with there can be no assurance that actual outcomes will not differ materially from
regulatory requirements in each relevant jurisdiction. Accordingly, the Offers these statements. Except as required by law, and only to the extent so required,
are limited to those Shareholders with a registered address which is in Australia no person warrants or guarantees the future performance of the Company or
or New Zealand. Applicants who are resident in countries other than Australia any return on any investment made pursuant to this Offer.
or New Zealand should consult their professional advisers as to whether any
governmental or other consent is required or whether any other formalities GOVERNING LAW
need to be considered and followed. .
This Offer Information Statement, the Offer and the contracts formed on
NEW ZEALAND WARNINGS acceptance of applications are governed by the laws applicable in Queensland,
Australia.
This Offer to New Zealand investors is a regulated offer made under Australian
and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 PRIVACY
and Regulations . In New Zealand, this is Part 5 of the Securities Act 1978 and the
Securities (Mutual Recognition of Securities Offerings — Australia) Regulations If you complete an application form, you will be providing personal information
2008 . This offer and the content of the offer document are principally governed to the Company. The Company collects, holds and will use that information to
by Australian rather than New Zealand law. The Corporations Act 2001 and assess your application, service your needs as a Shareholder and to facilitate
Regulations (Australia) set out how the offer must be made. distribution payments and corporate communications to you as a Shareholder.
There are differences in how securities are regulated under Australian law. The information may also be used from time to time and disclosed to persons
For example, the disclosure of fees for collective investment schemes is inspecting the register, including bidders for your securities in the context
different under the Australian regime. The rights, remedies, and compensation of takeovers, regulatory bodies including the Australian Taxation Office,
arrangements available to New Zealand investors in Australian securities may authorised securities brokers, print service providers, mail houses and the share
differ from the rights, remedies, and compensation arrangements for New registry. You can access, correct and update the personal information that we
Zealand securities. hold about you. If you wish to do so, please contact the Company at the relevant
contact number set out in this Offer Information Statement.
Both the Australian and New Zealand securities regulators have enforcement
responsibilities in relation to this offer. If you need to make a complaint about this Collection, maintenance and disclosure of certain personal information is
offer, please contact the Financial Markets Authority, Wellington, New Zealand. governed by legislation including the Privacy Act 1988 (as amended), the
The Australian and New Zealand regulators will work together to settle your Corporations Act amongst others. You should note that if you do not provide the
complaint. The taxation treatment of Australian securities is not the same as information required on the application for Shares, the Company may not be
for New Zealand securities. If you are uncertain about whether this investment able to accept or process your application.
is appropriate for you, you should seek the advice of an appropriately qualified
financial adviser. The offer may involve a currency exchange risk. The currency The Company may also use this information for marketing and other
for the securities is not New Zealand dollars. The value of the securities will go promotional purposes from time to time, should you wish to opt out of this,
up or down according to changes in the exchange rate between that currency please contact australia@brewdog.com.
and New Zealand dollars. These changes may be significant.
EQUITY FOR PUNKS AUSTRALIA 29Ernst & Young Tel: +61 7 3011 3333
111 Eagle Street Fax: +61 7 3011 3100
Brisbane QLD 4000 Australia ey.com/au
GPO Box 7878 Brisbane QLD 4001
Independent auditor’s report to the members of BrewDog Group Australia
Limited
Opinion
We have audited the financial report of BrewDog Group Australia Limited (the Company) and its
subsidiaries (collectively the Group), which comprises the consolidated statement of financial position
as at 31 October 2020, the consolidated statement of comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows for the year then ended, notes to the
financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report presents fairly, in all material respects, the
consolidated financial position of the Group as at 31 October 2020, and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with Australian
Accounting Standards.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Offer Information Statement and directors’ report, but does not include
the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation and fair presentation of the financial
report in accordance with Australian Accounting Standards and for such internal control as the
directors determine is necessary to enable the preparation and fair presentation of the financial
report that is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards LegislationAuditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
Ernst & Young
Brisbane
1 December 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards LegislationYou can also read
