Listing profile - CSM Group Limited | Reverse Listing of the Me Today Group
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listing profile
CSM Group Limited | Reverse Listing of the Me Today Group
Date: 13th March 2020
WARNING STATEMENT
The Me Today Group has only been trading since 19 November 2018. Accordingly the Me Today Group
has a limited trading history and there can be no assurance that its revenues are proved or established.
At this stage, the Me Today Group’s revenues are not sufficient to cover its costs. In other words, the Me
Today Group does not make a profit and it is not expected to do so in the immediate or short term future.
There can be no guarantee that the Me Today Group will be able to generate a profit. As the Me Today
Group is relatively new, there is limited financial information on which to base a financial decision.
contents
5 background
7 key information summary
13 the me today group
& what it does
33 key features of the shares
35 financial information
40 risks to the me today group’s
business & plans
44 tax
45 where you can find more
information
46 contact information
background
Introduction
CSM Group Limited (Company) is listed on the NZX Main Board. The Company is currently a shell
company, with no trading activity or assets apart from cash, which is expected to be approximately
$1.6m at 31 March 2020. The Company has no debt, and most of its ongoing liabilities are minor trade
creditors and those relating to maintaining its status as an NZX listed company.
As previously advised to its shareholders (Shareholders), the Company has been actively seeking to find a
business to invest in, or to undertake a reverse listing of a business seeking to list on the NZX Main Board.
On 11 December 2019, the Company announced to NZX that it had reached agreement to acquire 100%
of The Good Brand Company Limited (The Good Brand Company), a sales and marketing business via
a proposed ‘reverse listing’ (Reverse Listing). The Good Brand Company owns 100% of Me Today NZ
Limited (Me Today NZ) (together, the Me Today Group), so Me Today NZ will also be acquired by the
Company if the Reverse Listing goes ahead.
The Me Today Group was founded by Grant Baker, Stephen Sinclair and Michael Kerr (Founders).
The Founders, through entities owned and controlled by them, will own MTL Securities Limited
(MTL Securities).
If the Reverse Listing completes, the Company will be renamed Me Today Limited, and its NZX ticker
code will be changed to ‘MEE’.
This document (Profile) has generally been prepared as if the Reverse Listing had already completed.
When reading this document, references to the Company should be read as if it had acquired the Me
Today Group, unless it is stated otherwise or the context requires.
This Profile should be read together with the information contained in the Notice of Meeting which it
forms a part of.
Overview
In a ‘reverse listing’, a listed company (in this case, the Company) acquires a private company (in this
case, The Good Brand Company, and by extension Me Today NZ), and pays for the acquisition by issuing
shares in itself to the vendors of the private company. The effect is that the private company becomes
a subsidiary of the listed company and ‘reverse lists’, and the vendors of the private company become
shareholders of the listed company.
If the Reverse Listing completes MTL Securities will be issued 1,110,000,000 fully paid ordinary shares of
the Company (Shares) at an issue price of NZ$0.005 per share as consideration for all of the shares in
The Good Brand Company (and indirectly Me Today NZ). The Company therefore proposes to acquire
Me Today at a valuation of $5.55m, which includes cash of $1m.
Shares give you a stake in the ownership of the Company. MTL Securities will own approximately 61% of
the Company assuming that the Reverse Listing completes and the Company raises $1.5m in the period
before completion.
If the Reverse Listing completes, you will retain your Shares, which will effectively become an ownership
interest in Me Today.
You may receive a future return if the Company pays dividends or if your Shares increase in value and
you are able to sell them at a higher price than you paid for them.
If the Company runs into financial difficulties and is wound up, as a Shareholder you will be paid only
after all creditors have been paid. You may lose some or all of your investment.
6 me | today listing profile | background
key information summary
About the Me Today Group:
Inception and Activity to Date
The Me Today Group owns and operates the Me Today brand (Me Today), a New Zealand founded and
based health and wellness brand that produces premium quality products clearly linking supplements
and natural skincare, ultimately making it easier for consumers to shop.
Me Today’s products have been formulated using absorbable ingredients and, where possible, are
either vegetarian or vegan friendly. The Me Today Group is conscious of its responsibility towards the
environment, so product packaging has been designed to minimise plastic waste and is almost entirely
recyclable. The Me Today range offers a modern solution to modern problems.
Launching with a cross-category focus positioned Me Today well to grow through new product
development and expansion into new health and wellness categories.
As well as the Me Today brand, the Founders have created The Good Brand Company. The Good Brand
Company was established to sell and market third party brands within the health and wellness space.
The Good Brand Company represents Me Today and other agency branded businesses. It is actively
seeking new brands to further complement its existing brand portfolio.
The Founders of the Me Today Group are Grant Baker, Stephen Sinclair and Michael Kerr. They joined
forces to take advantage of what they believe to be a significant opportunity to leverage their joint
experience and expertise by launching a new brand in the health and wellness space.
The full range of Me Today products, as well as further information to what is contained in this Profile,
can be viewed at www.metoday.com.
How the Me Today Group was Valued
The Company negotiated the purchase price for the Me Today Group on a commercial arms-length
basis with the Founders.
The $5.55m purchase price was agreed based on the Company’s board’s evaluation of the Founders’
investment in the Me Today Group, the Me Today Group’s potential to earn revenue in the future, gross
margins, brand strength and future growth potential.
More detail on the valuation of the Me Today Group is contained in section 3, on page 28 of this Profile.
How You Can Get Your Money Out
Shares are quoted on the NZX Main Board. This means you may be able to sell them on the NZX Main
Board if there are interested buyers. You may get less than you invested. The price will depend on the
demand for Shares.
8 me | today listing profile | key information summary
Key Drivers of Return
ME TODAY BR AND PRODUCT SALES
The most significant opportunity immediately available to the Me Today Group is sales of Me Today
branded products, recognising the size of the supplement and natural skincare markets, both in
New Zealand and overseas.
In addition, the Founders consider that the growing global trend for consumers to focus on wellness1
presents significant opportunities for Me Today to launch into complementary categories.
THE NEW ZEAL AND M ARKET
In New Zealand, total retail sales for supplements and skincare were $316m for the 12 months to 17/11/19.
Through the pharmacy channel, supplements sales were $125m and skincare sales were $17m, and in the
grocery channel, supplements sales were $80m and skincare sales were $94m2 .
Me Today has an opportunity as a new offering, with a unique brand identity, to grow categories and
to take market share. The Founders consider that this can be achieved through an extensive brand and
marketing campaign that promotes the brand ethos and benefits of Me Today as well as continuing to
establish a premium brand across both categories of skincare and supplements.
INNOVATION & CATEGORY EXPANSION
Me Today NZ has further opportunity to expand the Me Today brand’s presence in the health and
wellness space, through new product development and innovation.
As set out in Section 3, the Me Today brand currently has eight supplements and twelve skincare
products in its range. This range is stocked in Unichem and Life Pharmacies operated by Green Cross
Health. Me Today has agreed with Green Cross Health to expand its supplement range from the existing
eight products to a larger range of sixteen products. The additional supplements have been developed
to both compliment and extend the existing range, and the expanded range is expected to be launched
in May 2020.
Although not an immediate focus, the Founders’ view is that Me Today NZ will be able to innovate
by leveraging the Me Today platform and entering into new complementary categories outside of
supplements and natural skincare. Me Today NZ’s focus is on establishing its core range, but possible
additional categories and products include functional foods, sun care and healthy drinks.
Me Today’s brand strategy is to position its products as effective, modern alternatives to existing
offerings, that consumers can relate to.
1 2018 Global Wellness Economy Monitor , from 2015-2017 the global wellness industry grew 6.4% annually, increasing from a USD 3.7
trillion to a USD 4.2 trillion market.
2 IRI NZ Pharmacy & Grocery Data Moving Annual total as at 17/11/19.
key information summary | me | today listing profile 9
INTERNATIONAL EXPANSION
The Founders believe there is opportunity to launch the Me Today range of products in other global
markets, starting with supplements and natural skincare. Globally, USD128 billion3 is spent on
supplements every year and in 2018 nearly USD135billion 4 was spent on skincare.
In the near to medium term, the Me Today Group’s strategy is to launch the Me Today brand into China
and Australia. The Me Today range already has exposure to the Chinese market by being listed on the
Unichem Tmall 5 site. This is part of the distribution arrangement between Me Today and Green Cross
Health (which owns Unichem), and Me Today NZ has given Unichem authority to sell the Me Today range
through the Unichem Tmall platform. All existing Me Today supplement and skincare products are listed
for sale on the platform.
Although not presently a focus of the Me Today Group, the Founders’ long term vision is to eventually
launch the Me Today range of products into other Asian markets, with the USA and UK to follow.
M ANUFACTURING EFFICIENCIES AND M ARGIN
The Me Today NZ business currently generates an average gross margin of approximately 60% across its
existing supplements and skincare products.
The Founders’ view is that the business should be able to increase direct product gross margin as
volume increases. The current pricing structure is based on low manufacturing volumes and is
therefore sub scale.
THE GOOD BR AND COMPANY
The Good Brand Company operates a sales agency business employing a network of sales employees
to service the pharmacy and health store market in New Zealand. The Good Brand Company has access
to service all parts of both channels and currently represents three other brands alongside Me Today.
Those three brands are:
• Life-space, a leading Australian probiotic brand.
• Artemis, a New Zealand owned and operated traditional plant medicine company; and
• SleepDrops, a New Zealand producer of supplements and herbal products formulated to support
sleep and stress levels.
The Good Brand Company’s strategy is to increase the number of brands it represents in the
New Zealand market. If The Good Brand Company is able to do so, the Founders expect it to contribute
an increased amount of revenue to the Me Today Group.
3 Nutrition Business Journal 2017.
4 Trefis 2018.
5 Tmall.com is branded online shop front providing a Chinese-language cross border e-commerce platform for business-to-consumer
online retail.
10 me | today listing profile | key information summaryKey Risks Affecting This Investment
Investments in shares are risky. You should consider all of the information in this Profile, and previously
disclosed information about the Reverse Listing and the Me Today Group, when deciding if the degree of
uncertainty about the Company’s future performance and returns is suitable for you. The price of Shares
should reflect the potential returns and the particular risks of Shares.
The Founders’ view is that the most significant risk factor that could affect the value of Shares is the
fact that the Me Today Group is comprised of two early stage companies. To a large extent, risk factors
affecting early stage companies are generic in nature, but these are described in more detail in section
6 (risks to the Me Today Group’s business and plans).
In addition to early stage company risk, the Founders consider the following risks to be the most
significant risk factors that could affect the Me Today Group, and by extension the value of Shares:
• Dependence on key personnel
• Marketing and brand cut through
• Competition
• Management of growth opportunities
• Trade marks and intellectual property
• Offshore markets
• Regulatory risk
• Third party dependency
This summary does not cover all of the risks which might affect the Me Today Group, and by extension
an investment in Shares. You should read section 6 of this Profile (risks to the Me Today Group’s business
and plans) and other places in this listing profile that describe risk factors (for example, risks arising for
investors from the nature of the product), and the strategies the Company has to mitigate those risks
where practicable.
Where You Can Find the Me Today
Group’s Financial Information
The financial position and performance of the Me Today Group are essential to an assessment of this
investment. You should read section 5 of this document (the Me Today Group’s financial information).
key information summary | me | today listing profile 11the me today group & what it does
Overview of the Me Today Group
The Me Today Group is comprised of The Good Brand Company and Me Today NZ, which are both
New Zealand incorporated companies. The following diagrams show the structure and ownership of the
Company and of the Me Today Group, both before and after the Reverse Listing.
BEFORE REVERSE LISTING
COMPANY STRUCTURE ME TODAY GROUP STRUCTURE
CSM Entities associated
Shareholders with the Founders
CSM Group
The Good Brand
Limited, NZX ticker
Company Limited
‘CSM’
Me Today NZ
Limited
AFTER REVERSE LISTING AND PL ACEMENT
Existing CSM MTL Securities New shareholders
(owned by entities associated
Shareholders with the Founders) from placement
(22.72%) (60.84%) (16.44%)
Me Today Limited,
NZX ticker ‘MEE’
(formerly CSM Group Limited)
The Good Brand
Company Limited
Me Today NZ
Limited
Because the Me Today Group is made up of two early stage companies, there is limited information
about the group beyond what is contained in this Profile.
14 me | today listing profile | the me today group & what it doesMe Today Group’s Business to Date
When launching Me Today, the Founders considered acquiring an existing brand, however after careful
consideration of the market and the opportunity available, decided that developing a fresh, new modern
brand would be more likely to succeed.
Me Today was created in Auckland, New Zealand by working with creative design agencies, associates
in the health and wellness sector, talking with consumers and through research in the market place.
Me Today employed a product innovation manager with experience in supplement and skincare product
development. The Founders and the product innovation manager also worked closely with a naturopath,
a regulatory consultant and contract manufacturers when formulating both the supplements and
skincare ranges. This work was carried out over a ten-month period to 31 October 2019.
During this investment stage the Me Today Group secured ranging with Green Cross Health to launch
into its pharmacy network of Life and Unichem stores, and the range was launched on 1 November 2019.
Me Today products are already available through 180 Unichem and Life pharmacies across
New Zealand, with the intention to increase reach to 280 of the total Green Cross Health network of 360
stores during 2020.
The Founders are satisfied with the consumer adoption to date of the Me Today brand. Sales of
Me Today products in the period from launch on 1 November to 31 December were $136,000.
The Founders have invested $1.2m into the Me Today Group up to 31 December 2019.
Those initial funds were used to:
• develop the Me Today brand;
• develop supplement and skincare product formulations;
• establish sales channels;
• build Me Today’s presence on e-commerce and social media platforms;
• take steps to protect the Me Today trade mark;
• build $400,000 of inventory and fund working capital; and
• acquire fixed assets.
If the Reverse Listing is successful, the Founders will deliver the Me Today Group to the Company with
$1m of cash, and to achieve this they anticipate investing a further $1.1m into the business prior to
completion.
The Good Brand Company was established to launch, sell and market brands. The Good Brand Company
represents Me Today and other agency branded businesses and is seeking other brands to complement
its existing activity.
During the nine month period to 31 December 2019, The Good Brand Company received agency
commission of $271,000, which it has primarily used to fund the cost of its sales force.
the me today group & what it does | me | today listing profile 15Nature of the Me Today Group’s
Operations and Main Activities
The Me Today Group’s business is the sale of Me Today branded supplements and skincare
products, and through The Good Brand Company the sale of third party brands. The revenue
of the Me Today Group consists of sales of Me Today branded products and agency revenue of
The Good Brand Company through its activities as a brand agency.
Me Today products are formulated using absorbable ingredients and, where possible, are either
vegetarian or vegan friendly, The Me Today Group is conscious of its responsibility towards the
environment, so product packaging has been designed to minimise plastic waste and is almost
entirely recyclable.
The Me Today Group does not own any manufacturing assets, and all products are manufactured by
third parties. The Founders have no intentions for the Me Today Group to purchase manufacturing
assets, and believe that the best use of the capital available to the Me Today Group is to continue to
invest in brand development, product innovation and gaining access to further distribution networks.
The Me Today range of products are listed below, and you can also view more information, including full
ingredients lists at www.metoday.com/shop/all.
16 me | today listing profile | the me today group & what it doesMe Today Supplement Product Range
The Me Today supplement range has been formulated to cater for people with busy lifestyles, with
products covering aspects of wellbeing from general health to immune function, energy, sleep, beauty,
mobility and relaxation.
The Me Today supplement range currently includes the following products:
Women’s Daily Becalm Move Beauty
60 VEGE CAPS 60 VEGE CAPS 60 VEGE CAPS 60 VEGE CAPS
For general health For your body and Supports joint For your hair, skin
and wellbeing mind relaxation mobility and comfort and nails health
Men’s Daily Goodnight Protect Energise
60 VEGE CAPS 60 VEGE CAPS 60 VEGE CAPS 60 VEGE CAPS
For general health Supports relaxation For your immune For your energy
and wellbeing and restful sleep function production
the me today group & what it does | me | today listing profile 17Me Today Skincare Product Range
The ‘Women’s Daily Skincare’ range has been specially formulated and enriched with nine essential
botanicals, antioxidants and vitamins from the Me Today Women’s Daily supplement – providing a
cross-category link between the ranges.
The ‘Women’s Daily’ range of Me Today skincare products spans a broad spectrum of products:
WOMEN’S DAILY
‘Enrich and Hydrate’ range includes:
Micellar Gel Cream Cleanser Mist Toner Moisturiser
200ML 100ML 100ML 50ML
Serum Eye Cream Night Cream Face Mask
30ML 20ML 50ML 50ML
18 me | today listing profile | the me today group & what it doesThe ‘Protect’ range of Me Today skincare products has been specially formulated and enriched
with botanicals, antioxidants and vitamins from our Me Today protect supplement – providing a
cross-category link between ranges.
The ‘Protect’ skincare range is a range of products for the hands and lips:
PROTECT
‘Balance and Comfort’ range includes:
Lip Balm Hand Cream Hand Wash Hand Lotion
20ML 50ML 200ML 200ML
The Me Today range of supplements and skincare is packaged in glass. Me Today vessels/jars have
been specifically chosen to complement the premium nature of the Me Today range.
The brand premise of the Me Today product range is to emphasise self-care, with the understanding
that people are only able to look after those around them when they are personally feeling their best.
Me Today products are formulated to be effective first and foremost, with high quality ingredients to
achieve results and allow people to naturally pick up their game, feel great in mind, body and spirit,
while still being there for the people around them.
The Me Today brand creates a cross-category link between its skincare and supplement ranges by using
common ingredients. The Founders’ belief is that the cross-category link under one brand will enable
consumers to streamline their decision-making, and remove brand conflict within a marketplace that
can appear cluttered.
In the pharmacy retail channel, supplements and skincare products are usually displayed in different
sections of the store. The Me Today product range can be displayed together because of the common
ingredients across the supplement and skincare products, which provides an advantage in terms of
in-store brand presence. The connection across the product range also provides pharmacy staff with a
single brand option when selling products to consumers, and in that respect the Founders believe that
the Me Today brand has high potential for cross selling across its ranges.
the me today group & what it does | me | today listing profile 19Me Today Distribution Networks
Within the New Zealand market, the Me Today Group has secured ranging for all 20 products
(8 supplements and 12 skincare products) with Green Cross Health, providing Me Today with distribution
through Life and Unichem pharmacies around the country. The Me Today range is currently available in
180 of 360 Life and Unichem pharmacies.
The Me Today range has exposure to the Chinese market by being listed on the Unichem Tmall site.
This is part of the distribution arrangement between Me Today and Green Cross Health (which owns
Unichem). Tmall.com is a Chinese-language website for business-to-consumer online retail, operated
in China by the Alibaba Group. Tmall.com is a platform for local Chinese and international businesses to
sell brand name goods to consumers in mainland China, Hong Kong, Macau and Taiwan, and therefore
provides the Me Today brand with exposure to those markets.
As well as selling Me Today through the Green Cross Health distribution network, Me Today sells
products direct to consumers on its own website: www.metoday.com
The Me Today Group is in the process of establishing the Me Today brand in China, leveraging the
Founders’ relationships with New Zealand based cross border e-commerce operators in China.
The Good Brand Company
The Good Brand Company is a sales agency, employing a network of sales employees to service the
pharmacy and health store retail channels in New Zealand. Through its sales team, The Good Brand
Company can effectively call on, sell to and develop, the agency brands represented in both retail
channels in New Zealand. The Good Brand Company performs the sales function for the brand principal
and is remunerated through a mix of base retainer fee and commission on sales made. The brand
principal holds all inventory through a third party logistics provider meaning The Good Brand Company
does not carry the risk in respect to inventory.
The Good Brand Company has access to over 1000 individual retail outlets across New Zealand. Retail
banners such as Unichem, Life Pharmacy, Chemist Warehouse and Bargain Chemist are amongst the
third parties which The Good Brand Company currently sells to. The Good Brand Company also has
access to numerous independent pharmacies, health stores and online retailers.
The Good Brand Company is actively seeking to expand its brand agency portfolio, and is in discussion
with other brands about representation in the New Zealand market.
In the 9 month period to 31 December 2019, The Good Brand Company had revenue of $271,000, and
the Founders expect the business to contribute more revenue to the Me Today Group as it continues to
expand its brand agency portfolio.
Current Organisation Structure
and Operations Overview
The Me Today Group currently has a team of eight people, comprising seven employees and one
contractor. Michael Kerr is the CEO and is responsible for managing both The Good Brand Company and
Me Today NZ.
Me Today NZ employs a product innovation manager and a graphic designer, and The Good Brand
Company employs four territory sales managers.
20 me | today listing profile | the me today group & what it doesAll Me Today products are contract manufactured in New Zealand by reputable contract manufacturers
in the supplement and skincare spaces. The ability to quickly upscale production and/or to diversify is
available given the depth of capability and knowledge each contract manufacturer has.
Me Today NZ is responsible for sourcing all packaging materials for the Me Today product range.
Contract manufacturers are responsible for sourcing ingredients in accordance with Me Today NZ’s
formulations. The formulations in the products remain the property of Me Today.
Me Today NZ has established strong relationships with its suppliers, and is expanding this network as the
business grows and its needs evolve.
Me Today NZ outsources its back office logistics, warehousing and distribution function to a fourth-
party logistics provider. This provider stores Me Today products in its Auckland based warehouse on
consignment and is responsible for receiving orders from customers, delivering product to store and
managing debtor invoicing and payments.
Sector Overview
The health and wellness sector globally is very large and comprised of many different categories,
including supplements and natural skincare.
In New Zealand, health and wellness products are mainly sold through retail and online channels such as
supermarkets, pharmacies, health stores, department stores and online retailers.
Me Today has launched in New Zealand into the pharmacy channel via the Green Cross Health network,
which is made up of 360 Unichem and Life branded pharmacies. The New Zealand pharmacy channel
also includes approximately 650 independent pharmacies, 30 Countdown pharmacies, 12 Chemist
Warehouse stores and five Bargain Chemist.
As well as the retail channels noted above, health and wellness products are sold in New Zealand
through the Chinese Daigou network, whereby products are purchased in New Zealand and exported
to China to be sold through Chinese cross border e-commerce platforms such as Alibaba’s Taobao and
Tmall.com platforms, JD.com and Kaola.
Australia has a similar retail dynamic when considering where consumers purchase health and wellness
products. In Australia there are approximately 5,000 community pharmacies and an active Chinese
Daigou network, and accordingly the Founders believe that the Me Today range could be launched by
taking a similar route to market as in New Zealand.
The launch of Me Today into foreign markets will be subject to the Me Today Group’s assessment of
market dynamics, including the retail environment, consumer preferences, competition and regulatory
requirements. There is therefore no guarantee that Me Today will be launched into overseas markets,
but subject to financial performance of the Me Today Group and the existence of favourable market
dynamics the Founders long-term intention is to expand internationally. Although it is early days, the
Founders have identified Rest of Asia (ex China), the USA and the UK as possible target markets. There
is more information on possible international expansion under the heading ‘International Expansion –
Me Today’ on page 24.
the me today group & what it does | me | today listing profile 21Current and Future Key Aspects of
the Me Today Group’s Business
The current and future aspects of the Me Today Group’s business that will have the most impact are:
BR AND & M ARKETING
The Me Today Group’s ability to grow the Me Today brand will be highly important to its overall business
performance. Focusing on building brand awareness and trust, given the nature of the categories the
brand exists in, is the Me Today Group’s priority for the Me Today brand. Therefore, investment in the
brand, communicating key messaging alongside what the brand stands for and key product propositions
will be of importance.
M ARKET PENETR ATION
Subject to favourable market conditions, the Founders intend to launch the Me Today brand into
overseas markets such as China and Australia in the near-medium term, followed by other Asian
countries, and later the USA and UK.
The ability to achieve market penetration in overseas markets will be of significant importance to the
Me Today Group’s success in those markets.
INNOVATION & CATEGORY EXPANSION
The health and wellness categories are always changing. Me Today NZ will therefore need to be focused
on, and invest in, understanding global trends and innovation. Prioritising investment into understanding
what could be next for the Me Today range through new product development and new category
opportunities will be important.
M ANUFACTURING & PRODUCT SOURCING
The Founders expect that Me Today NZ will be able to achieve cost reductions by contracting larger
manufacturing volumes.
As the brand grows globally Me Today NZ will look to work directly with raw material providers to access
high quality ingredients at lower cost. This direct approach will also give more visibility of upcoming
trends in the ingredient space, which importantly feeds into the Me Today Group’s strategic growth pillar
of innovation and category expansion.
PEOPLE & KNOWLEDGE
A critical aspect of the success of the Me Today brand will be Me Today NZ’s ability to establish a world
class team within the Me Today business to support and foster the financial performance of the business.
The Founders are successful entrepreneurs with relevant experience in early stage companies and the
health and wellness sector.
22 me | today listing profile | the me today group & what it doesCHANNEL DEVELOPMENT & COVER AGE
A key focus of The Good brand Company is adding to its existing sales network across the pharmacy and
health store channels. There are opportunities outside of these channels. The Good Brand Company plans
to resource the business as required to cater to growth from existing and new channel opportunities.
M AINTAINING & GROWING THE AGENCY BR AND BUSINESS
The Good Brand Company has opportunities to grow the number of brands that it represents. The Good
Brand Company has existing capacity to bring on more agency brands, and therefore revenue, and is in
discussion with other potential partners in this space.
Key Strategies and Plans for
Key Aspects of the Business
ME TODAY BR AND
Ensuring that the Me Today brand is top of mind in consumers’ thoughts will require investment in the
brand. It is therefore a priority to invest in activating the brand locally, and in new markets when they are
eventually entered.
The immediate sales opportunity available to Me Today NZ is sales of existing products under the Me Today
brand, recognising the size of the supplement and natural skincare markets, both in New Zealand and overseas.
THE NEW ZEAL AND M ARKET – ME TODAY
In New Zealand, total retail sales through the pharmacy and grocery channels for supplements and
skincare is $316m 6. Me Today has an opportunity as a new offering, with a unique brand identity, to
grow categories and to take market share. The Founders consider that this can be achieved through an
extensive brand and marketing campaign that promotes the brand ethos and benefits of Me Today as
well as continuing to establish a premium brand across both categories of skincare and supplements.
Me Today’s product offering has been designed to achieve brand cut through. In particular, product
packaging has been designed to have a clean, modern look which stands out against competitors. For
example, most competing supplement products are packaged and retailed in brown or white bottles.
Against that competitor set, the Founders believe that Me Today branded products have an advantage in
terms of how consumers are likely to perceive the products, which may impact their purchasing decisions.
The Good Brand Company provides the Me Today brand with access to a network of trained sales
executives who have the mandate to increase the brand’s distribution through the Green Cross Health
network from the existing 180 outlets to at least 280 outlets prior to the end of 2020.
The Good Brand Company’s strong sales network and commercial relationships with its retail partners
provides a solid platform to build the Me Today brand, increase rate of sale and repeat purchase, which
the Founders believe will improve the overall financial performance of Me Today.
6 IRI NZ Pharmacy & Grocery Data MAT 17/11/19.
the me today group & what it does | me | today listing profile 23INTERNATIONAL EXPANSION – ME TODAY
There is opportunity to launch the Me Today range of supplement and skincare products in other global
markets. Globally, USD128 billion7 is spent on supplements every year and in 2018 nearly USD135billion 8
was spent on skincare.
In the near term, the strategy is to launch into China via daigou and cross-border channels, and into
Australia via the pharmacy channel.
The Me Today Group has already started to sell a small amount of product into the New Zealand based
Chinese daigou network, however it is early stage and too early to gauge the extent of how successful
those sales have been.
As noted elsewhere, the entire Me Today product range is listed on the Unichem Tmall site. Via that
platform the Me Today brand is already gaining exposure to the Chinese market.
In addition, Me Today intends to contact other cross border online platforms such as Alibaba’s Taobao
and T.mall.com platforms, JD.com and Kaola during 2020.
Me Today’s expansion into Australia is expected to be primarily through the Australian pharmacy
channel where supplement sales are AUD$1.6billion and skincare sales are AUD$818m 9. The Founders
anticipate that the Me Today Group will be in a position to launch into Australia by late 2020.
Expansion into both China and Australia is primarily dependent on:
• market dynamics, including the retail environment, consumer preferences, competition and
regulatory requirements; and
• Me Today NZ agreeing acceptable terms with retailers and wholesalers in both markets.
The launch will be funded through the cash reserves available following completion of the Reverse
Listing.
Once Me Today has become established in these markets, expanding into other Asian markets, and then
into Western markets such as the USA and UK will be the focus.
It is important to be aware that there can be no guarantee that overseas expansion will be successful. You
should read the ‘Offshore markets’ risk description in in section 6 (Risks to the Me Today Group’s business
and plans) on page 43, as well as the sector specific information in the sector overview on page 21.
INNOVATION AND CATEGORY EXPANSION – ME TODAY
Me Today has a near-term opportunity to expand its New Zealand presence in the wellness space
through new product development within the supplement and skincare categories. Me Today’s brand
strategy is to offer effective, modern alternatives that consumers relate to, whilst encouraging new
interest in each category Me Today is operating in.
Within the supplements category, Me Today has immediate plans to launch additional products to
complement its already comprehensive offering.
Within the natural skincare category, Me Today is establishing its core offering of skincare solutions, and
has near-term plans to further expand its product offering to consumers.
7 Nutrition Business Journal 2017.
8 Trefis 2018.
9 IRI AU Pharmacy Data MAT 17/11/19.
24 me | today listing profile | the me today group & what it doesAlongside development in Me Today’s existing categories Me Today is actively considering opportunities
outside of the supplements and natural skincare categories. The Founders’ view is that the Me Today
brand has potential to resonate well in other health and wellness categories. Possible additional
categories include functional foods, health tonics and other skincare products, such as sunscreen.
Consumers are always looking for new ideas, new formats and new ingredients. With an in depth
understanding of target categories Me Today is positioned well to establish itself as a preferred option
for consumers.
M ANUFACTURING & PRODUCT SOURCING – ME TODAY
The Me Today NZ business currently generates an average gross margin of approximately 60% across its
existing supplements and skincare products.
The Founders expect that Me Today NZ will be able to increase direct product gross margin as volume
increases. The current pricing structure is based on low manufacturing volumes and is therefore sub
scale.
Me Today NZ works with reputable contract manufacturers and is able to leverage their knowledge of
the categories to help reduce cost whilst also looking to how to innovate and grow into other categories.
There is also considerable knowledge and contacts from within the business to leverage from.
PEOPLE & KNOWLEDGE – ME TODAY GROUP
The Me Today Group is managed by Michael Kerr with two distinct business units reporting to him; the
Me Today branded business which is operated by Me Today NZ, and the Good Brand Company’s sales
agency business.
Michael is supported by a team of sales people within the Good Brand Company and a product
innovation manager and graphic designer in Me Today NZ. The Me Today Group’s finance function is
currently administered by Stephen Sinclair on a contractual basis.
Growing the skillset of the Me Today Group’s existing team members, whilst bringing new talent and
knowledge on board is a priority of the Founders.
Soon after completion of the Reverse Listing, Me Today NZ will hire a senior marketing executive who will
have specific responsibility for the brand’s marketing, and will be tasked with expanding and growing
the brand.
The Good Brand Company currently has a team of four sales people. Post completion The Good Brand
Company will hire a senior sales person who will take on the management of the sales team. The senior
sales person will report to Michael Kerr.
Following completion of the Reverse Listing the Me Today Group intends to hire a chief financial officer
to take over the role which Stephen Sinclair is currently contracted to perform. Stephen Sinclair will take
up the role of Chief Financial Officer and Company Secretary on an interim basis as a contractor, until a
chief financial officer is appointed.
Soon after completion the Me Today Group’s total employee headcount is expected to grow to a total
team of eleven (from the current seven).
the me today group & what it does | me | today listing profile 25post completion
directors
1 2
3 4
5 6
If the Reverse Listing completes, the Founders will all become directors of the Company. Roger Gower
will remain on the board as an independent director, while the other existing directors will step down.
Hannah Barrett and Antony Vriens will also be appointed as independent directors of the Company.
In terms of the Founders’ association, Grant Baker and Stephen Sinclair have a longstanding business
relationship. They were both partners of the Business Bakery LP, which was previously a cornerstone
shareholder of Turners Automotive Group Limited (formerly Dorchester Pacific Limited), Moa Group Limited
and Trilogy International Limited (which was acquired by CITIC for $205m in 2018). Michael Kerr was the
general manager of Trilogy. The Business Bakery LP has been wound up, although Grant and Stephen remain
individual shareholders in Turners Automotive Group Limited and Moa Group Limited. Grant is currently the
Chairman of Turners Automotive Group, and was a director of Moa from August 2012 to October 2015.
26 me | today listing profile | the me today group & what it doesNone of the Founders or proposed directors are subject to any relevant restraints of trade or other
similar restrictions.
A brief biography of each of the post-completion directors follows:
1
Grant Baker 2
Stephen Sinclair
Grant Baker has wide experience at a senior level Stephen is a Chartered Accountant, and spent the
in both public and private New Zealand companies. early part of his career with PriceWaterhouseCoopers.
He is currently the chairman of Turners Automotive In 1999 he started working with Grant Baker and since
Group, a position he has held for more than 10 years. then has been involved with numerous successful
He was a co-founder of The Business Bakery and start-ups, including 42 Below, Ecoya and Trilogy, and
has a number of successes under his belt, including was involved in the recapitalisation of Dorchester
being chairman of both 42 Below vodka and Trilogy Pacific which is now the Turners Automotive Group.
International. 42 Below was sold to Bacardi in 2006,
and Trilogy was recently sold to CITIC Group.
Roger Gower
Grant is also a cancer survivor and has a
strong interest in the health and wellbeing sector. 4
Until recently he was the chairman of The Gut
Cancer Foundation, a position he held for more Roger has wide experience as a company executive,
than 10 years. director and Chairman in both public and private
companies. He is currently Chairman of PrimePort
Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is the
3
Michael Kerr Chief Executive of New Zealand’s Best Food &
Beverage Limited, a company affiliated with Douglas
Pharmaceuticals that has developed wellbeing
Michael holds a Bachelor of Commerce degree,
products targeting the mother & baby and aged care
majoring in marketing and management, from
sectors under the Douglas Nutrition brand. Roger was
the University of Auckland. Michael has worked
Chairman at Charlie’s juice company, which listed
in sales and marketing roles for several local and
in 2005 and prior to that had a corporate career in
multinational businesses. More recently he was
logistics and transportation.
responsible for establishing the Swisse brand in
New Zealand across multiple retail channels, and was Roger has a BCom from the University of Auckland, an
the general manager of the skincare brand, Trilogy. MBA from Massey University and an MPhil from the
Michael’s career spans 20 years, in which time he has University of Cambridge.
developed a wealth of knowledge both locally and
internationally of how to create and grow brands in
the Health and Wellness space.
6
Antony Vriens
Antony is a seasoned executive with a career in
5
Hannah Barrett health and financial services corporations across
New Zealand, Australia and Asia. He is currently
an Independent Director of the Turners Automotive
Hannah has a Bachelor of Commerce degree,
Group, and is the Chairman of DPL Insurance Limtied
majoring in commercial law and accounting, from
(Turners’ insurance subsidiary).
Victoria University and is a qualified Chartered
Accountant. Hannah spent three years working at Antony is a medical doctor by background and brings
PricewaterhouseCoopers in the Financial Advisory a strong interest in wellness and nutrition, which is
team working on assignments for global companies as supported by his medical training. Antony’s is also
well as New Zealand based businesses and individuals. currently involved in new health technology initiatives
Hannah also runs her own business specialising in to support lifestyle change in the Asia region.
digital consulting and marketing. Hannah supports a In addition to his medical degree, Antony holds
number of charities and is an ambassador for SPCA an MBA from the University of Auckland, with a
NZ and Sweet Louise. background in international business and innovation.
the me today group & what it does | me | today listing profile 27PROPOSED SENIOR M ANAGERS
Post completion Michael Kerr will continue in the role of Chief Executive Officer. Stephen Sinclair has
been carrying out finance function duties and he will take up the role of chief financial officer and
company secretary on an interim basis. Following completion of the Reverse Listing the Me Today Group
will recruit a permanent chief financial officer to succeed Stephen, who will remain an executive director
supporting the business on a project basis as agreed with the board.
How the Me Today Group Was Valued
The Company negotiated the purchase price for the Me Today Group on a commercial arms-length
basis with the Founders.
The $5.55m purchase price was agreed based on the Company’s board’s evaluation of the Founders’
investment in the Me Today Group, and the Me Today Group’s potential to earn revenue in the future,
gross margins, brand strength and future growth potential.
The purchase price was determined having regard to the following factors:
• The amount of cash to be invested by the Founders in the Me Today Group prior to completion of the
Reverse Listing (circa $2.3m);
• Recognition of the opportunities accessible to the Me Today Group because of the Founders’
reputations and experience;
• The costs which the Company considers would be required to be incurred were it to establish the
Me Today Group and develop and launch the Me Today line of products, branding and undertake
market development that has been developed to date;
• Recognition of the sales and distribution platform that The Good Brand Company has established;
• Consideration of the revenue being generated from the distribution of third-party product lines
through The Good Brand Company, and the potential to increase that revenue through the
introduction of more third-party product lines into the portfolio of products being distributed by
The Good Brand Company;
• The potential to earn revenue in the future, both domestically and internationally, through the sale of
existing and future Me Today products; and
• Recognition of the fact that The Good Brand Company will hold not less than $1 million in cash at
completion of the Reverse Listing.
28 me | today listing profile | the me today group & what it doesSubstantial Shareholders & Relevant Interests
Held by Directors and Senior Managers, etc
CURRENT SUBSTANTIAL SHAREHOLDERS OF THE COMPANY
As at 9 th March 2020 the following shareholders have a relevant interest in 5% or more of the shares in
the Company.
Substantial product holders prior to the Reverse Listing
% of relevant
Product holders with relevant Number of securities held
interests in 5% or more of a Legal ownership or other relevant (to 2 decimal
class of relevant securities nature of the interest securities held places)
Registered holder and
Marvel Fantasy Limited 100,000,000 24.12%
beneficial owner
Beneficial owner of
45,000,000 Shares, held
by Ilakolako Investments
Limited (Ilakolako) (as bare
trustee) under a bare trust
arrangement.
Rhonda Preston is a director
and shareholder of Ilakolako,
which is the registered holder
Rhonda Lillian Preston of an additional 20,000,000 65,000,000 15.68%
Shares.
Ilakolako holds these
20,000,000 CSM Shares on
principal account.
Rhonda Preston, with the
other shareholder and
director of Ilakolako, has joint
control of those 20,000,000
Shares and their voting rights.
Registered holder and
APZ Limited 62,524,790 15.08%
beneficial owner
Trustees of the Lindsay
Registered holder 50,000,000 12.06%
Investment Trust
Wallflower Limited Registered holder 44,667,000 10.78%
Total 322,191,790 77.72%
the me today group & what it does | me | today listing profile 29SUBSTANTIAL SHAREHOLDERS OF THE COMPANY IF THE REVERSE
LISTING COMPLETES
If the Reverse Listing completes, the following persons are likely to have a relevant interest in 5% or more
of the shares in the Company.
The information used to determine the particulars in the tables below is based on the following
assumptions:
• prior to raising any additional capital in the period between announcement and completion of the
Reverse Listing, the Company has 414,550,000 Shares on issue;
• in order to satisfy the consideration payable to entities associated with the Founders for the
shares in The Good Brand Company, the Company will, at completion of the Reverse Listing, issue
1,110,000,000 Shares to MTL Securities (being the Founders’ nominee); and
• the Company issues 300,000,000 Shares to raise $1.5m at an issue price of 0.005 cents per Share
before completion of the Reverse Listing.
Based on those assumptions, there will be 1,824,550,000 Shares on issue immediately following
completion of the Reverse Listing.
Substantial product holders immediately following completion of the Reverse Listing
% of Shares
Product holders with held (to 2
relevant interests in 5% or Legal ownership or other Number of decimal
more of Shares nature of the interest Shares held places)
Registered holder and
MTL Securities* 1,110,000,000 60.84%
beneficial owner
Registered holder and
Hunter Holdings Limited 220,000,000 12.06%
beneficial owner
Registered holder and
Marvel Fantasy Limited 100,000,000 5.48%
beneficial owner
Total 1,430,000,000 78.38%
*Velocity Capital LP (an entity associated with Grant Baker and Stephen Sinclair) owns 90% of MTL Securities, and M & N Kerr Holdings
Limited (an entity associated with Michael Kerr) owns 10% of MTL Securities.
The Company intends to undertake a 1 for 5 consolidation of its Shares shortly following completion of
the Reverse Listing. This action will not affect any of the percentage holdings set out in the table above.
30 me | today listing profile | the me today group & what it doesCURRENT SHAREHOLDINGS HELD BY PROPOSED DIRECTORS AND
SENIOR M ANAGERS
As of the date of this Profile, none of the proposed directors or senior managers have a relevant interest
in any Shares.
SHAREHOLDINGS OF PROPOSED DIRECTORS AND SENIOR
M ANAGERS FOLLOWING THE REVERSE LISTING
Apart from the Founders (through MTL Securities), no proposed director or senior manager is expected
to hold any Shares immediately following completion of the Reverse Listing. The expected shareholding
of MTL Securities is set out in the tables above.
Each proposed independent director of the Company will be required to receive 25% of their director
fees as Shares, in lieu of cash.
LOCK UP ARR ANGEMENTS
MTL Securities has entered into escrow arrangements in respect of the Shares it will be issued, under
which it may not dispose of its Shares until the business day after the Company releases audited
financial statements for the year to 31 March 2021.
In addition, Hunter Holdings Limited, which will be issued 220,000,000 Shares prior to completion, has
entered into a restricted security deed under which those Shares must not be transferred for a period
of 12 months from the date of issue (subject to certain limited exceptions). If, as expected, the Reverse
Listing completes on 31 March 2020, Hunter Holdings Limited’s 12 month lock up will expire before the
release of audited financial statements for the year to 31 March 2021.
the me today group & what it does | me | today listing profile 31DIRECTOR REMUNER ATION AND BENEFITS
The directors will receive the remuneration set out below.
Expected
Director or proposed remuneration and Nature of services
director Director fees value of other benefits provided
Grant Baker $95,000 Nil Chair
Interim CFO &
Stephen Sinclair $75,000 Up to $125,000*
Executive Director
CEO & Executive
Michael Kerr Nil $225,000**
Director
Roger Gower $75,000 Nil Independent Director
Hannah Barrett $75,000 Nil Independent Director
Antony Vriens $75,000 Nil Independent Director
*Stephen Sinclair’s remuneration will include up to $125,000 of consulting fees for interim chief financial officer and company
secretarial services to be provided by a company controlled by Stephen Sinclair until the Me Today Group has filled that position.
**Michael Kerr will not receive any director fees, and will be paid a salary of $225,000 as a permanent employee.
EMPLOYEE REMUNER ATION OVER $100,000 PER ANNUM
Following completion of the Reverse Listing, the Me Today Group expects to have employees with total
remuneration in excess of $100,000 as follows.
This table reflects the Me Today Group’s expectation that it will employ a new chief financial officer,
a new sales manager, a new marketing manager, and an increase to the salary of its existing product
innovation manager.
Remuneration range Number of employees
$220,000 - $229,999 1
$200,000 - $209,999 1
$170,000 - $179,999 2
$100,000 - $109,999 1
The Me Today Group’s business is expected to grow rapidly, and to manage its growth the Me Today
Group will continually monitor its resourcing and look to add employees as necessary to support growth.
32 me | today listing profile | the me today group & what it doeskey features of the shares
SHARES FOLLOWING REVERSE LISTING
Following completion of the Reverse Listing, the Company will have 1,824,550,000 Shares on issue
(assuming the issue of 300,000,000 Shares to wholesale investors), which will all be quoted on the NZX
Main Board. Each Share gives the holder the right to:
• attend and vote at a meeting of the Company, including the right to cast one vote per Share on a
poll (subject to any voting prohibitions under the NZX Listing Rules);
• an equal share with other Shares in any dividends authorised by the Board;
• an equal share with other Shares in the distribution of surplus assets in any liquidation of the Company;
• be sent certain information by the Company; and
• other rights as a shareholder conferred by the Companies Act 1993 and the Company’s Constitution.
DIVIDEND POLICY
The Good Brand Company has not declared or paid a dividend since its incorporation. The Founders
have no current plans for the Company to pay dividends following the Reverse Listing. Any profits will
be reinvested to promote the growth of the Me Today Group’s business. If this strategy is successful,
Shareholders may benefit from an increase in the price of Shares.
There is no guarantee that Shares will return a dividend. Any dividends will be declared and paid at
the discretion of the Company’s directors from time to time, and will only be declared subject to the
Company meeting appropriate solvency requirements.
NO GUAR ANTEE OF SHARES
No person or entity guarantees or undertakes any liability in respect of the Shares or the future value or
performance of them.
CONSEQUENCES OF INSOLVENCY
No Shareholder will be liable to pay any further amounts to the Company or any other person in respect
of those Shares if the Company becomes insolvent.
In a liquidation of the Company, the claims of Shareholders will rank equally with the claims of other
Shareholders, and after the claims of:
• persons to whom preferential payments must be made;
• secured creditors; and
• unsecured creditors.
ALTER ATION OF SHARES
The rights attaching to the Shares are governed by the Company’s constitution, the Companies Act
1993 and the terms under which they have been issued. The constitution may only be altered by special
resolution of shareholders subject to the rights of interest groups under the Companies Act 1993, or in
certain circumstances by Court Order. A special resolution of shareholders must be approved by 75% of
eligible shareholders voting on that resolution. In certain circumstances, a Shareholder whose rights are
affected by a special resolution may require the Company to purchase their Shares.
RESTRICTION ON “SA ME CL ASS” OFFER
The Company has agreed with NZX as part of its conditions of listing that, following the Reverse
Listing, it will not undertake a capital raising which relies on the “same class offer” exclusion in clause
19 of Schedule 1 of the Financial Markets Conduct Act 2013, until after the release of audited financial
statements by the Company for the year ended 31 March 2020.
34 me | today listing profile | key features of the sharesYou can also read
