MINERVA RESEARCH LABS LTD.
SHARE OFFER REL. 7.3

www.gold collagen.com
www.collagensuperdose.com
minervalabs.com

MINERVA RESEARCH LABS LTD. SHARE OFFER REL. 7.3

THE OFFER

Company

MINERVA Research Labs Ltd. (“MINERVA”)

A limited company registered in England on 14/07/2009, with registered number 6962200
and registered office 106 New Bond St, W1S 1DN, London.

Directors

Tony Sanguinetti, Katia Giordano,

Company Legal Counsel:

Gateley Legal of Gateley Plc,
with Registered office: One Eleven, Edmund Street, Birmingham, B3 2HJ. www.gateleylegal.com
contact person: Zhuo Li zhuo.Li@gateleylegal.com
Office 0121 234 0259 ,

Accountants and auditors:

Cooper Parry Advisory Limited
Sky View, Argosy Road, East Midlands Airport, Castle Donington, Derby DE74 2SA www.cooperparry.com;
contact person: Nicola Pearson npearson@hwca.com
Office 01332 411 163

Issue Date

24th of February 2024

About MINERVA

Created in 2009, MINERVA Research Labs has become a recognised health and beauty company by launching a reference brand that fundamentally challenge the way consumers look at nutritional supplements and beauty regimes. Understanding the growing interest for healthy nutrition, Tony Sanguinetti (the founder) was convinced that “you are what you eat and drink” is more than a simple statement and could be the underlying vision of a new holistic approach to health and beauty.

Tony Sanguinetti created MINERVA Research Labs with the sole ambition to revolutionize the way consumers reconnect beauty and well-being with healthier habits to feel good today and healthily young tomorrow. This is why the in-house expert team of doctors, nutritionists and scientists is at the heart of MINERVA Research Labs. Rooting their formulations in nutritional science, they elaborate innovative, efficacious and pleasurable solutions to support men’s and women’s well-being and appearance. They collaborate with renowned universities, manufacturers and suppliers to deliver clinically tested and scientifically developed products all made with five fundamental values: Innovation, Research, High-Quality, Efficacy Clinically Tested.

The result: an intensive research on the versatility of collagen – a key protein of the skin’s mattress as well as a powerful regenerating ingredients – led MINERVA Research Labs to the launch of GOLD COLLAGEN, a range of clinically tested liquid beauty supplements to provide a healthy solution to enhance beautiful skin, hair and nails from the inside out. Pioneering the collagen-based liquid beauty supplement category, this scientifically developed, clinically tested and carefully formulated range reinvents skincare and nutriceuticals to fit with modern lifestyles.

Now present in about 50 countries, with a diverse portfolio of solutions from oral intakes to topical formulations, our team of experts keeps searching for new ingredients, technologies or delivery systems to develop new products to help men and women live their lives to the full.

MINERVA’s Mission and Vision are:


Summary of Offer

Minerva Research Labs Ltd. has seen strong growth and positive EBITDA.

The business anticipates solid growth in core and new markets.

The business has a number of opportunities available to drive further growth, including expansion in core markets, new markets and new product lines.

With sufficient investment, the business can accelerate growth over the forecast period. MINERVA is now seeking additional investments to fund such expansion.


Article of Association

This Offer is for shares in MINERVA in accordance with the current MINERVA Articles of Association, which are available from Companies House (www.companieshouse.gov.uk)


Terms and Effects of the Offer

A maximum of 700,000 GBP is to be raised by MINERVA under this Offer.

The fund raising shall be based on subscriptions for shares at the Offer Price of £0.70 per share of 1p each, subject to the full terms and conditions of the offer.

Potential investors are invited to subscribe for “A” class shares, with a preferred minimum investment of 70,000 GBP (or about 100,000 “A” class shares).

MINERVA current authorised, issued and projected share capital after the fund raising:

Number of Shares Authorised 

Current Shares and Reserved Shares (approximate) 

Founder Shares of 1p each 

80,000,000 

41,000,000 

“A” Class Shares of 1p each 

60,000,000 

10,565,077 

“B” Class Shares of 1p each 

60,000,000

3,769,324 

Total 

200,000,000 

55,334,401 

The Offer currently runs until 15th of April 2024.


Share Class Rights

As set out on MINERVA’s Article of association, “A” Class Shareholders are entitled to receive dividends distribution pari passu with “Founder” Shareholders and “B” Class Shareholders, The A Shares voting rights shall be substituted in favour of the Founder Shareholders hence A Class Shareholders have no entitlement to vote as described below

The shares issued by the Company to the Shareholders shall attract the following rights:

Share Class 

Voting Rights 

Dividend Rights 

Capital Rights 

A Shares 

NO 

YES

YES

B Shares 

YES 

YES

YES

Founder Shares 

YES

YES 

YES

Common Shares 

YES 

YES 

YES

Conversion to Common Shares: On the happening of a Capital Event, Exit (as stated below) or a Transfer of such number of A Shares, B Shares and Founder Shares in the capital of the Company which would equate to a change in the Controlling Interest, all shares (A, B and Founder shares) shall immediately convert to Common Shares all ranking pari passu in respect of voting, dividend and capital rights.


Tax Benefits

MINERVA intends to reapply for the UK Enterprise Investment Scheme (EIS)

UK Private investors wishing to invest in MINERVA’s Shares may be eligible to obtain tax relief under the UK Enterprise Investment Scheme (EIS).

  • MINERVA has in the past already achieved EIS registration from HM Revenues & Customs (the UK Government scheme designed to offer a range of tax reliefs and benefits to qualifying investors).
  • Providing certain terms apply (*) if MINERVA succeeds to secure again the EIS registration, qualifying Investors purchasing MINERVA Shares would receive tax relief which in most cases would reduce the actual cost of the investment:
    • by 30% via EIS income tax relief and/or (*) o by 28% via EIS capital gains tax deferral (*)
    • by 28% via EIS capital gains tax deferral (*)

How much tax can an investor potentially save/defer?


Amount Invested

Tax relief

Initial net cost to investor 

Investor claiming EIS income tax relief at 30% (*)

£ 100,000

£ 30,000

£ 70,000

Investor claiming EIS CGT deferral at 28% (CGT deferral will become payable at the rate in force a the time when the investment is realised or cease to qualify) (*) 

£ 100,000 

£ 28,000

£ 72,000 

Investors claiming both EIS income tax relief and CGT deferral at 28% (*) 

£ 100,000

£ 58,000

£ 42,000 (CGT will become payable at the rate in force at the time when the investment is realised of ceases to qualify)

(*) Investors seeking such relief and benefits are strongly advised to consult their professional UK tax advisors

Exit

The Directors of MINERVA currently believe that an exit is most likely to be achieved after a few years. The Directors of MINERVA intend to review alternatives after about 2-3 years and to take appropriate independent advice regarding potential exit strategies for MINERVA and for the Investors.

Exit of MINERVA’s investors may be achieved through a trade sale. There is great interest in medium sized, successful companies with novel products and newly created markets. Acquisition by large groups and recent success stories are all thought to have been characterised by high valuations driven by: a) the level of innovation; b) market penetration achieved.

Subject to appropriate market conditions and MINERVA performance justifying such action, the exit may also include seeking admission of MINERVA shares to trading on the London Stock Exchange or other suitable stock market. This would enable Investors seeking an exit to realise their investments, in whole or in part, and those wishing to continue to hold their Shares for a longer term, to participate in the future growth of MINERVA.


Shareholder potential returns

MINERVA reached breakeven and became profitable within 1 year of the start of operation with the UK largest pharmaceutical retailer Boots in 2012. Since then, MINERVA has been leveraging its successful business model and approach to market penetration abroad, and is consistently entering new markets driving both top line and bottom line growth. MINERVA has a solid Balance Sheet and excellent profitability however, it is not easy at this stage to quantify the returns to Shareholders on their investment on the basis of MINERVA’s current success and growth.


Expression of interest

All parties who are considering investing in MINERVA on the basis described in this document, and who are in a position to invest, should confirm their level of interest, stating their estimate of the maximum investment sought, by email to investor.relations@minervalabs.com and tsanguinetti@minervalabs.com no later than 31st of March 2024. In any case, any such expression of interest from potential investors shall be non-binding and subject to contract. Upon receipt of such confirmation of interest MINERVA will make available details about the application process and on request the Additional documentation listed below.


Additional Documentation available on request to investors who have confirmed suitable interest to invest.

  1. FY14 Audited Accounts
  2. FY15 Audited Accounts
  3. FY16 Audited Accounts
  4. FY17 Audited Accounts
  5. FY18 Audited Accounts
  6. FY19 Audited Accounts
  7. FY20 Audited Accounts
  8. FY21 Audited Accounts
  9. FY22 Audited Accounts
  10. FY23 Management Accounts
  11. FY24 Sales and P&L Projections

Definitions


Amount Invested 

Act

The Companies Act 2006 (as amended)

Articles

The Articles of Association of the Company

 “A” Class Shares

The Class A non-voting Shares of £0.01 nominal value each in the capital of the Company authorised and issued as at the date of this Information Memorandum

“B” Class Shares 

The Class B shares of £0.01 nominal value each in the capital of the Company authorised and issued as at the date of this Information Memorandum

Founder Shares

The Founder shares of £0.01 nominal authorised and issued as at the date of this Information Memorandum value each in the capital of the Company

The Directors

The Board of Directors of the Company as the shareholder might from time to time elect.

Investors 

Subscribers for “A” Class or “B” Class Shares, pursuant to the Offer 

FSMA 

The Financial Services and Markets Act 2000

HMRC

Her Majesty’s Revenue and Customs

ITA 2007 

Income Tax Act 2007

MINERVA 

MINERVA Research Labs (registered in England with number 6962200) whose registered office is: 106 New Bond St, W1S 1DN, London, UK.

Offer

The Offer for Subscription to raise up to £ 700,000 by the issuance of up to 1 Million “A” Class shares upon the terms and conditions in this document and the shareholder agreement

Shares Offered

Up to 1 Million “A” Class shares

Offer Price per Share

£0.70

Expected Minimum “A” Class Shares Amount 

£70,000 per new investor subscribed for 100,000 ‘A’ class shares 

Offer period 

From the date of this document until the Closing Date. The period during which the Offer is open, however this may be extended by the Directors at their sole discretion.

Closing Date 

15th of April 2024. 


List of Appendices:

  • Private Investor recipients are assumed to satisfy the ‘High Net Worth’ or ‘Sophistication’ terms as set out in articles 48 & 50 of the financial Services & Markets Act 2000 (Financial Promotions) Order 2001.
  • All statements of opinion and/or belief set out in this document, all views expressed regarding MINERVA and its projections, forecasts and statements relating to expectations of future events are those of MINERVA and the Directors and of no other person. No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or complete or that MINERVA objectives will be achieved.
  • Any additional information or representations which may be given or made by MINERVA after, the date hereof in connection with this Offer, whether oral or written, should be taken as qualified in their entirety by the information set out in this document, including, but not limited to, the Main Risk Factors set out above.
  • This document (together with any amendments or supplements and any other information that may be furnished to prospective investors by MINERVA) may contain forward looking projections relating to MINERVA’s future prospects, developments, and business strategies. MINERVA believes that such projections are reasonable in the circumstances, but no representation, warranty or other assurance is given that such projections will be realised. Forward-looking statements are identified by their use of terms and phrases such as “projections” “believe”, “could, “envisage”, “estimate”, “forecast” “intend”, “may”, “plan”, “will” or the negative of those, or variations or comparable expressions of those, including references to their underlying assumptions. The forward-looking statements in this document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks and uncertainties for the Company are specifically described in “Main Risk Factors”. If one or more” of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results” may vary materially from those expressed, estimated, or projected. Given these risks and uncertainties, potential investors should not rely on forward-looking statements. These forward-looking statements speak only as at the date of this document. Neither the Directors nor MINERVA undertake any obligation to update forward-looking statements or statements of risk factors other than as required by the rules of a securities regulatory authority, whether as a result of new information, future events or otherwise.
  • The information contained in this document is confidential and is being submitted to prospective Investors solely for such Investors’ confidential use with the express understanding that, without the prior express written permission of the Company, such persons will not release this document to any other person or discuss the information contained herein or make reproductions of or use this document for any purpose other than evaluating a potential investment in the Shares of MINERVA.
  • Each prospective investor must rely on his or her own examination of MINERVA and the terms of this Offer, including the merits and risks involved in making an investment decision with respect to MINERVA Shares. Prospective investors are not to construe the contents of this document as legal or tax advice. Each investor should consult his or her personal solicitor, accountant or other advisor(s) authorised under FSMA, as to the legal, tax, economic and related aspects of the investment described herein and its suitability for such investor.
  • MINERVA Shares are offered subject to acceptance of subscriptions by MINERVA, and are subject to the terms of MINERVA’s Articles of Association and the matters described in the Appendices of this document. In the event that any of the terms, conditions or other provisions of MINERVA’s Articles of Association are inconsistent with or contrary to the description of terms in this document, MINERVA’s Articles of Association shall prevail. MINERVA reserves the right in its absolute discretion to reject any subscription in whole or in part or to allot any investor less than the number of shares subscribed for, and to withdraw, cancel or modify the Offer at any time with or without notice.

An investment in MINERVA Shares involves a high degree of risk and should only be made by those with the necessary expertise to appraise the potential investment. Prospective investors should also consider carefully the specific risk factors set out below in addition to the other information contained in this document before investing in MINERVA Shares. The Directors considers the following risks to be the most significant for potential investors in MINERVA, but the risks listed do not necessarily comprise all those associated with an investment in MINERVA and are not set out in any particular order of priority.

If any of the following risks actually occur, they could have a materially adverse effect on MINERVA’s business, financial condition, capital resources, results or future operations. In such a case, the value of MINERVA Shares could decline and investors may lose all or part of their investment. Additional risks and uncertainties not currently known to the Directors may also have an adverse effect on MINERVA’s business and the information set out below does not purport to be an exhaustive summary of the risks affecting MINERVA. Any investment in MINERVA Shares described in this document is speculative. Potential Investors are accordingly advised to consult a person authorised for the purposes of FSMA who specialises in advising on investment of this kind before making any investment decision. A prospective Investor should consider carefully whether an investments in MINERVA is suitable in the light of his or her personal circumstances and the financial resources available to him or her.

The Directors of MINERVA consider the main risks of investment in MINERVA Shares are as follows:

Lack of Market in MINERVA Shares

It is not the Director’s present intention to apply for any of MINERVA shares to be admitted to the official List of the United Kingdom Listing Authority, to be traded on the Alternative Investment Market, or to be otherwise admitted to dealing on a recognised investment exchange: and at present there are not, nor are there intended to be, any arrangements for dealings in the shares of MINERVA.

Prospective Investors are accordingly reminded that investment in unquoted securities carries higher risk than investment in quoted securities. An investment in unquoted shares or stock may be difficult to realise and proper information for determining the value may not be available.

The acquisition of MINERVA Shares will not be covered by the Investors’ Compensation Scheme offered by the Financial Conduct Authority or by any other compensation scheme.

Prospective Investors should be aware that the value of MINERVA Shares could decline, and Investors may therefore not recover their original investment.

Enterprise Investment Scheme

Under current legislation Investors wishing to obtain EIS UK Income Tax relief must retain their shares for three years from the date of issue. If the shares are not held for such three year period the tax reliefs obtained initially will be lost and must be repaid with interest, while EIS Deferral Relief on the disposal of shares is also withdrawn. On this basis investment in MINERVA is not suitable as a short term investment. In addition, there are further conditions attached to the EIS Relief and EIS Deferral Relief which individual investors must satisfy for specified periods and it is therefore vital that potential investors take advice from their own professional advisors on the likelihood of their qualifying for EIS Relief or EIS Deferral Relief. MINERVA’s Tax Advisors have obtained HMRC clearance that MINERVA will benefit from qualifying status for EIS purpose. However neither MINERVA Directors, nor MINERVA advisors give any warranties or undertakings that the EIS Relief or EIS Deferral Relief will be available to investors or that such relief will not be withdrawn.

This Offer document highlights certain benefits available to Investors under certain UK policies.

Changes in government or government policy could affect the return on the Investors’ investment in MINERVA and may result in changes in tax rates and reliefs to less beneficial levels. Fiscal changes could also affect MINERVA or its qualifying status under the EIS and CVS legislation. Any such changes may have a material effect on MINERVA’s business and on the investors’ investment in MINERVA

Risks Related to MINERVA’s Business

The nutricosmetics and nutraceutical products MINERVA sell are based on new technologies and novel formulations and therefore the potential market for MINERVA products remains uncertain.

The nutricosmetics and nutraceutical products MINERVA develops and sells are based on advanced technologies and novel formulations and MINERVA’s success depends on customers perceiving value and benefits associated with consuming MINERVA products. MINERVA’s limited operating history and the limited extent to which MINERVA products have been adopted in the Western World may make it difficult to evaluate MINERVA’s business because the potential market for MINERVA products remains uncertain. The markets for MINERVA products are comparatively new. This will result in significant percentage increases in product sales. However as the markets for such products mature, the rate of growth in product sales may be lower than those envisaged in this document. In addition, to the extent that the nutricosmetic and lifestyle drink market develops more slowly or less comprehensively than MINERVA expects, revenue growth rates may slow materially or revenue may decline substantially.

TMINERVA expects to face increasing competition that could result in a loss of customers, reduced revenues or decreased profit margins.

MINERVA has secured patents protecting the original formulas for its products. Patent protection is complex and success is not guaranteed. The Patent protection requires expertise and significant financial resources.

MINERVA’s products are based on original formulas which may be protected by the patents. However the market for MINERVA’s products is competitive and MINERVA expects competition to significantly intensify in the future. For example, Imedeen currently provides products that compete with Pure GOLD COLLAGEN®. MINERVA also faces competition from other companies, including several market players like Vitabiotics or Absolute Collagen or Revice Collagen, or Olistic in Spain or many other players in Italy. Existing and future competitors may introduce products in the same markets MINERVA serves or intends to serve, and competing products may have lower prices and broader acceptance than MINERVA’s products. Many of MINERVA’s current or potential competitors also have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales, marketing and other resources than MINERVA does. This competition could result in increased pricing pressure and sales and marketing expenses, thereby materially reducing MINERVA’s profit margins, and could harm MINERVA’s ability to increase, or cause MINERVA to lose market share.

Some of MINERVA’s competitors and potential competitors supply a wide variety of products to and have well-established relationships with our current and prospective distributors and reseller as well as end users. Some of these competitors have in the past and may in the future take advantage of their existing relationships to engage in business practices that make MINERVA products less attractive. In addition, competitors with existing relationships with MINERVA’s current or prospective distributors, resellers and end users could in the future integrate certain modification of MINERVA’s original formula and some of the active Ingredients into their existing products and make some of the characteristics of MINERVA’s product available to their end users with limited additional charge.

MINERVA also faces potential competition from our partners. For example, third parties selling or distributing our products could develop and market their own competing products or market competing products and services of third parties (an example of this situation is Montefatrmaco OTC in Italy, formerly our distributors in Italy they have now just lauched their own collagen products competing directly with MINERVA’s products). If MINERVA is unable to compete effectively, its growth and its ability to sell products at profitable margins could be materially and adversely affected.

Industry alliances or consolidation may result in increased competition.

Some of MINERVA’s competitors have made acquisitions or entered into partnerships or other strategic relationships with one another to offer a more comprehensive portfolio of functional drinks than they individually had offered. MINERVA expects these trends to continue as companies attempt to strengthen or maintain their market positions in the evolving nutraceutical and nutricosmetics markets. Many of the companies driving this trend have significantly greater financial, technical and other resources than MINERVA does and may be better positioned to acquire and offer complementary products. The companies resulting from these possible combinations may create more compelling product offerings and be able to offer greater pricing flexibility than MINERVA can or may engage in business practices that make it more difficult for MINERVA to compete effectively, including on the basis of price, sales and marketing programs. These pressures could result in a substantial loss of customers or a reduction in MINERVA’s revenues.

MINERVA’s operating results may fluctuate significantly, which makes MINERVA’s future results difficult to predict and may result in MINERVA‘s operating results falling below expectations or MINERVA’s guidance, which could cause the value of MINERVA’s shares to decline.

MINERVA’s operating results may fluctuate due to a variety of factors, many of which are outside MINERVA’s control. As a result, comparing MINERVA’s operating results on a period-to-period basis may not be meaningful. Past results should not be relied upon as an indication of MINERVA’s future performance. A significant portion of MINERVA’s sales will typically occur during the periods after Christmas and after summer holidays. As a result, MINERVA’s operating results are difficult to predict even in the near term. If MINERVA’s revenue or operating results fall below the expectations of investors or below any guidance MINERVA may provide to, the value of MINERVA’s shares would likely decline substantially.

In addition, factors that may affect MINERVA’s operating results include, amongst others:

  • fluctuations in demand, adoption, sales cycles and pricing levels for MINERVA’s products;
  • changes in customers’ preference for beauty product and lifestyle drink and their purchasing decision makingprocesses;
  • the sale of MINERVA’s products in the timeframes we anticipate, including the number and size of orders in each quarter;
  • MINERVA’s ability to develop, introduce and distribute in a timely manner new products and product enhancements that meet customer demand;
  • the timing of the announcement or release of products by MINERVA or by MINERVA’s competitors;
  • MINERVA’s ability to implement scalable internal systems for reporting, order processing, product delivery,purchasing, billing and general accounting, among other functions;
  • MINERVA’s ability to control costs, including operating expenses;
  • MINERVA’s ability to attract and retain highly skilled employees, particularly those with relevant experience innutraceutical and nutricosmetics;
  • bans imposed in MINERVA’s domestic or international markets on products coming from MINERVA contractmanufacturer’s region;
  • general economic conditions in MINERVA’s domestic and international markets;
  • general economic conditions in MINERVA’s contract manufacturer, active ingredient manufacturer domestic andinternational markets;
  • acts of war in MINERVA’s domestic and international markets;
  • acts of God in MINERVA’s domestic and international markets;
  • terrorism acts in MINERVA’s domestic and international markets.

MINERVA relies on retailers, distributors, pharmacies, resellers and partners like Viatris, Boots, Areafar, Costco, Shopper Drugmart and many others to sell its products. MINERVA’s failure to effectively develop, manage, support or even prevent disruptions to MINERVA’s retail and distribution channels and the processes and procedures that support them could cause a reduction in sales and the number of end users for MINERVA’s products.

MINERVA’s future success is highly dependent upon maintaining and increasing the number of MINERVA’s relationships with retailers, distributors, pharmacies, resellers and partners. By relying on retailers, distributors, pharmacies, resellers and partners, MINERVA may have little contact with the end-users of MINERVA’s products, thereby making it more difficult to establish brand awareness, ensure proper delivery of products, estimate end-user demand and respond to evolving customer needs.

Recruiting and retaining qualified retailers, pharmacies, resellers, distributors, partners and training them in the sale and promotion of MINERVA’s product offerings requires time and resources both in the UK and even more abroad. In order to develop and expand MINERVA’s retailers, distributors, pharmacies, reseller and partners MINERVA must continue to expand and improve its processes and procedures that support its channel, including its investment in sales events and training, including channel management, sales promotions. Those processes and procedures may become increasingly complex and difficult to manage, especially as MINERVA expands abroad. MINERVA generally does not have long-term contracts or minimum purchase commitments with its retailers, distributors, pharmacies, resellers and partners, and its contracts with these companies sometimes do not prohibit them from offering products that compete with MINERVA products. MINERVA’s competitors may be effective in providing incentives to existing and potential retailers, distributors, pharmacies, resellers and franchisees to favour products of MINERVA’s competitors or to prevent or reduce sales of MINERVA’s products.

MINERVA’s future success is highly dependent upon maintaining and improving MINERVA’s relationships with contract manufactures and active ingredient manufactures as well as universities and research centres.

MINERVA relies on contract manufacturers, active ingredient manufactures, universities and research centres to source active ingredients, test and manufacture its products. MINERVA’s failure to effectively develop, manage, support or even prevent disruptions to MINERVA’s contract manufactures, active ingredient manufacturers, universities and research centres and the processes and procedures that support them could cause delays in the development or production of products as well as decreased quality of products and increased costs thus resulting in a substantial loss of competitiveness and a subsequent reduction in MINERVA’s margins and profitability. Recruiting and retaining qualified partners requires time and resources.

In order to develop and expand MINERVA’s ability to develop and produce innovative and compelling products, MINERVA must continue to expand and improve its processes and procedures that support its partners including its investment in research, manufacturing scheduling and quality control, and those processes and procedures may become increasingly complex and difficult to manage. MINERVA’s competitors may be effective in providing incentives to MINERVA’s partners to favour competing products or to prevent or reduce the development of new MINERVA’s products. These circumstances could cause delay in the development or manufacturing of products as well as decreased quality of products and increased costs thus resulting in a substantial loss of competitiveness and a subsequent reduction in MINERVA’s profitability.

MINERVA is dependent on its existing management and its key personnel, and the loss of key personnel may prevent MINERVA from implementing its business plan in a timely manner.

MINERVA’s success depends upon the continued services of MINERVA’s existing management. MINERVA is also substantially dependent on the continued service of its creative, research and development personnel for product innovation as well as some aspects of operations. Even if MINERVA generally has employment non-compete agreements with its management or research and development personnel and, therefore, they could terminate their employment with MINERVA at any time without penalty and could pursue employment opportunities with any of its competitors. The loss of key employees could seriously harm MINERVA’s ability to develop new products and market its product on a timely basis and could significantly help MINERVA’s competitors.

Because competition for MINERVA’s target employees is intense, MINERVA may not be able to attract and retain the highly skilled employees MINERVA needs to support its planned growth.

To execute its growth plan, MINERVA must attract and retain highly effective personnel. Competition for these personnel is intense, especially for marketers and sales personnel with high levels of experience in MINERVA’s industry. MINERVA may not be successful in attracting and retaining suitable personnel. MINERVA has from time to time in the past experienced and MINERVA expects to continue to experience in the future, difficulty in hiring highly skilled employees with appropriate qualifications. Many of the companies with which MINERVA competes for experienced personnel have greater resources than MINERVA has. If MINERVA fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be severely harmed.

MINERVA’s current creative, research and development efforts may not produce significant revenues for several years, if at all.

Developing MINERVA’s products is expensive. MINERVA’s investment in creative, research and development may not result in marketable products or may result in products that take longer to generate revenues or generate less revenues than MINERVA anticipates. MINERVA’s future plans include significant investment in the creation of concepts, market trends and social research, product research and development, and related product opportunities. MINERVA believes that it must continue to dedicate a significant amount of resources to its research and development efforts in order to maintain its competitive position. However, MINERVA may not receive significant revenues from these investments for several years, if at all.

MINERVA may not be able to respond to rapid market changes with new products offerings, which could have a material adverse effect on its sales and profitability.

The markets for MINERVA’s products are characterised by rapid changes: changing customer needs, frequent new product introductions and evolving industry standards. We may not be able to develop updated products that keep pace with nutraceutical developments and emerging industry standards and which address the increasingly sophisticated needs of our customers and there is no assurance that any of our new offerings would be accepted in the marketplace. Significant reductions in nutraceutical product costs or the rise of more efficient manufacturing processes could also affect demand for MINERVA’s products. As a result, MINERVA may not be able to accurately predict the lifecycle of its products and they may become obsolete before MINERVA receives the amount of revenues anticipated from them. If any of the foregoing events were to occur, the ability of MINERVA to retain or increase market share in the nutraceutical and nutricosmetic markets could be materially adversely affected.

MINERVA’s ability to sell its products is dependent on the quality of its support to distributors, resellers and partners, and its failure to offer appropriate support could have a material adverse effect on MINERVA’s sales and results of operations.

Once MINERVA’s products are carried by distributors, resellers and partners, these organisations may depend on MINERVA support organization to promote its products. A high level of support is critical for the successful marketing and sale of MINERVA’s products. If MINERVA does not effectively assist distributors, resellers and partners in selling its products, MINERVA’s ability to sell its products would be adversely affected. In addition, as MINERVA expands operations internationally, such sales support organization will face additional challenges, including those associated with delivering support, training and literature in languages other than English. As a result, MINERVA’s failure to maintain high-quality sales support or to adequately assist distributors, reseller and partners, could result in these organisation choosing to resell MINERVA competitors’ products instead of MINERA’s in the future.

Adverse economic conditions or reduced nutricosmetics and/or nutraceuticals spending may adversely impact MINERVA’s revenues.

MINERVA’s business depends on the overall demand for liquid nutraceuticals and liquid nutricosmetics and on the economic health of MINERVA’s current and prospective markets and their customers. The purchase of MINERVA’s products is often optional. Weak economic conditions, or a reduction in nutricosmetics and nutraceuticals spending even if economic conditions improve, would likely adversely impact MINERVA’s business, operating results and financial condition in a number of ways, including by lengthening sales cycles, lowering prices for MINERVA’s products and services and reducing unit sales.

MINERVA’s business depends also on the economic health of MINERVA’s contract manufacturers and active ingredient manufactures’ markets.

MINERVA may engage in future fund raising which may cause dilution to its shareholders and harm its business, operating results and financial condition.

In the future MINERVA may seek to raise additional funds. However, MINERVA may not be able to find suitable funds or investors and MINERVA may not be able to complete fund raising on favourable terms, if at all. If MINERVA does raise additional funds, MINERVA may not ultimately strengthen its competitive position. Fund raising may disrupt MINERVA’s ongoing operations, divert management from day-to-day responsibilities, increase its expenses and adversely impact its business, operating results and financial condition. Future fund raising is likely to result in dilutive issuances of equity securities or the incurrence of debt.

MINERVA may engage in future acquisitions that could disrupt its business, cause dilution to its shareholders and harm its business, operating results and financial condition.

In the future MINERVA may seek to acquire other businesses. However, MINERVA may not be able to find suitable acquisition candidates and MINERVA may not be able to complete acquisitions on favourable terms, if at all. If MINERVA does complete acquisitions, MINERVA may not ultimately strengthen its competitive position or achieve its goals, or they may be viewed negatively by customers or investors. Acquisitions may disrupt MINERVA’s ongoing operations, divert management from day-to-day responsibilities, increase its expenses and adversely impact its business, operating results and financial condition. Future acquisitions may reduce MINERVA’s cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt. MINERVA has limited historical experience with the integration of acquired companies.

There can be no assurance that MINERVA will be able to manage the integration of acquired businesses effectively or be able to retain and motivate key personnel from these businesses. Any difficulties MINERVA encounter in the integration process could divert management from day-to-day responsibilities, increase its expenses and have a material adverse effect on its business, financial condition and results of operations.

Operating in foreign countries subjects MINERVA to additional risks that may harm its ability to increase or maintain its international sales and operations.

Since its inception, MINERVA has been exposed to international operations, with development, research and manufacturing activities in Japan and Europe. MINERVA derives part of its revenue from customers outside the United Kingdom. MINERVA expects to continue to grow sales in additional countries and significantly increase its share of international revenues. MINERVA’s international operations are subject to a variety of risks, including:

  • increased exposure to foreign currency exchange rate and exchange rate fluctuations of the Euro, Japanese Yen, US Dollar, Canadian Dollar and other currencies.
  • the difficulty of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
  • difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles;
  • difficulties in delivering sales support, training and literature in certain foreign markets
  • tariffs and trade barriers and other regulatory or contractual limitations on MINERVA’s ability to sell its products incertain foreign markets;
  • The overlap of different tax structures or changes in international tax laws;
  • reduced protection for intellectual property rights in some countries.

As a consequence of the international nature of MINERVA’s business, in particular the sourcing on active ingredients, the manufacturing of products and sales activities in different currencies, MINERVA will constantly be exposed to the risk of adverse changes in foreign currency exchange rates. The base currency of the Company for accounting purposes is Pounds Sterling, and the reports and accounts presented to Shareholders will be in Sterling. MINERVA intends to manage its exchange rate risk using exchange contracts on a case by case basis as required.As MINERVA strives to expand its business internationally, MINERVA’s success will depend, in large part, on its ability to anticipate and effectively manage these and other risks associated with its international operations. MINERVA’s failure to manage any of these risks successfully could harm its domestic and international operations and reduce its sales and profitability.

MINERVA’s products are highly innovative and are based on novel formulas and novel ingredients. MINERVA products offer a new perspective to food supplement and functional beverages which may not be well perceived in some of the countries or markets it targets to operate in. Hostility or bans in such countries or markets could cause harm to MINERVA’s reputation and adversely affect its business.

MINERVA’s products are highly innovative and complex and relate to certain aspects of health and beauty. Local Government or local cultural circumstances might manifest hostility or challenge the principles of MINERVA products only after commercial release. Such hostility and negative publicity towards MINERVA products could result in loss of revenue, delay in sales ramp up, loss of customers and increased marketing and advertising costs, any of which could adversely affect MINERVA’s business, operating results and financial condition.

Market regulations may increasingly target the nutraceutical and nutricosmetics industry and impose restrictions on what can be sold and/or how products can be sold. The EFSA, MHRA and medical and health regulatory bodies may impose additional rules or restrictions on products with certain active ingredients. European countries may impose domestic restrictions in addition to the European regulations. Whilst MINERVA is working to anticipate such changes, they are difficult to predict and may cause significant obstacles and dynamics in the market in which MINERVA operates in.

In addition, MINERVA could face claims for product liability, tort or breach of regulations, including claims relating to novel foods or breach of food standards or health claims. The agreements with MINERVA’s contract manufacturers on one side and Distributors, Resellers on the other side contain provisions relating to disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and time-consuming and may divert management’s attention and adversely affect the market’s perception of MINERVA and its products. In addition, if MINERVA’s business liability coverage (for example insurance where appropriate) proves inadequate or future coverage is unavailable on acceptable terms or it at all, MINERVA’s business, operating results and financial condition could be adversely impacted.

MINERVA’s products are highly innovative and carry certain benefits thus falling in the intersection between pharmaceuticals, cosmetics and nutraceutical products. In order to effectively promote the use and benefits of its products by advertising and adding claims on the packaging, MINERVA needs to carry out testing and/or clinical trials on its products and more importantly needs health claims to be approved by the relevant bodies like Clearcast, ASA, EFSA and/or reviewed by MHRA in the UK or the FDA and other US based governmental agencies or indeed Ministry of Health or governmental bodies/agencies in any other Country MINERVA sells products.

The regulatory framework applying to MINERVA’s product is subject to potential changes which may require MINERVA to undertake new approvals or certifications which may also require reformulation and therefore delay or even prevent market penetration and sales.

MINERVA is already engaged and will continue to engage with Clearcast, CAP, ASA, to continue to advertise on magazines, at the cinema and on TV. The aim of such engagement is to secure approval for and continuously improve the advertising and communication efforts of MINERVA Research Labs.

MINERVA is already engaged and will continue to engage with BOOTS departments in charge of approving packaging, claims, benefits advertisement and communication efforts. The aim of such engagement is to approve and continuously improve the packaging and in-store advertisement and communication efforts of MINERVA Research Labs.

MINERVA is already engaged and will continue to engage with Universities and specialist testing laboratories to carry out pre-clinical and clinical trials on its products. The aim of such lab tests and clinical trials are twofold: to further develop MINERVA’s original formula and to measure the benefits of the products. The latter is particularly important as EFSA, MHRA and the Patent registration offices require extensive scientific evidence to support any claims on product benefits. Scientific publications are also important for the medical community.

In order to develop and expand MINERVA’s ability to test its products and produce suitable scientific evidence to pass EFSA and local country MOH (Ministry of Health) approval to promote the specific key benefits of its products, MINERVA must continue to expand and improve its processes and procedures that support its testing partners including its investment in research. Those processes and procedures may become increasingly complex and difficult to manage. If MINERVA does not effectively manage to achieve the relevant evidence and documentation to obtain approval from the EFSA and local country MOH to advertise its product benefits, MINERVA may not be able to meet its sales projections, thereby adversely affecting profitability.

MINERVA’s products are highly innovative and carry certain drug-like benefits thus falling in the intersection between pharmaceuticals, cosmetics and food products. The production and sale of MINERVA products are regulated by specific Governmental Agencies including EFSA, MHRA in the UK, the FDA in the US and other governmental agencies or indeed MOH (Ministry of Health) in the other Country MINERVA sells products.

Changes in government or changes in policies of the relevant government agency (including but not limited to the FSA, EFSA, MHRA, FDA and other governmental agencies or ministry of health), could affect what product MINERVA might be able to market (including but not limited to formulation and ingredients type and dose) and how MINERVA might be able to market its product. MINERVA products may be subject to recalls. Recalls may concern products that have problems which could affect the safety of the consumer and which may need to be taken out of one or more markets. Recalls may also concern regulatory decisions or directives issued by the governmental bodies (including but not limited to the FSA, EFSA, MHRA, FDA and other governmental agencies or ministry of health). Any such changes may have a material effect on MINERVA business, projected sales and return on the investors’ investment in MINERVA.

If MINERVA fails to manage future growth effectively, it may not be able to meet its customers’ needs.

MINERVA has expanded its operations significantly since inception, and anticipates that further significant expansion will be required. This future growth, if it occurs, will place significant demands on MINERVA’s management, infrastructure and other resources. To manage any future growth, MINERVA will need to hire, integrate and retain highly skilled and motivated employees. MINERVA will also need to continue to improve its financial and management controls, reporting and operational systems and procedures. If MINERVA does not effectively manage its growth it may not be able to meet its customers’ needs, thereby adversely affecting its sales.

DISCLAIMER

For the purposes of the United Kingdom Prospectus regulations 2005 this document is not a prospectus.

Content of this promotion and/or the information contained in these webpages and/or any accompanying document/presentation and/or verbal presentation, and/or any question and answer session and/or any document or material distributed at or in connection with the verbal presentation (together, the “Offer”) have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”). Reliance upon the Offer for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. If any person is in any doubt as to the contents of the Offer, they should seek independent advice from a person who is authorised for the purposes of FSMA and who specialises in advising on investments of this kind. Private Investor recipients are assumed to possess a certificate of ‘High Net Worth’ or ‘Sophistication’ as set out in articles 48 & 50 of the financial Services & Markets Act 2000 (Financial Promotions) Order 2001. Private Investors should seek independent advice in relation to the information contained in this document.

  • The Offer is being supplied to you solely for your information and does not purport to contain all information that may be required to evaluate Minerva Research Labs Limited (the “MINERVA” or the “Company”). The Offer has been prepared by, and is the sole responsibility of the MINERVA. The directors and proposed directors of the Company have taken all reasonable care to ensure that the facts stated herein are true to the best of their knowledge, information and belief.
  • The Offer does not constitute, or form part of, an admission document, listing particulars, a prospectus or a circular relating to the Company, nor does it constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract. Any investment in shares in the Company should only be made by you on the basis of definitive documentation in final form (which may contain different information from the information contained in the Offer), and your own judgment as to the merits of the suitability of the shares for your purposes, having taken all such professional advice as you consider necessary or appropriate in the circumstances.
  • No reliance may be placed for any purpose whatsoever on the information contained in the Offer or on its completeness, accuracy or fairness, nor is any responsibility accepted for any errors or misstatements in, or omission from, the Offer or any direct or consequential loss however arising from any use of, or reliance on, the Offer or otherwise in connection with it.
  • The Offer may not be reproduced or redistributed, in whole or in part, to any other person, or published, in whole or in part, for any purpose without the prior consent of the Company. The contents of the Offer are confidential and are subject to updating, completion, revision, further verification and amendment without notice.
  • The Offer is being distributed on request only to, and is directed at, authorised persons or exempt persons within the meaning of FSMA or any order made thereunder or to those persons falling within the following articles of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”): Investment Professionals (as defined in Article 19(5)) and High Net Worth Companies (as defined in Article 49(2)) (all such persons being “Relevant Persons”). Any person who is not a Relevant Person and Persons who do not fall within any of these definitions should not rely on the Offer nor take any action upon it but should return it immediately to the Company. The Offer is exempt from the general restriction in section 21 of FSMA relating to the communication of invitations or inducements to engage in investment activity on the grounds that it is made only to certain categories of persons.
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  • The Company’s ordinary shares have not been, and are not expected to be, registered under the United States Securities Act 1933, as amended, (the “US Securities Act”) or under the securities laws of any other jurisdiction, and are not being offered or sold, directly or indirectly, within or into the US, Canada, Japan, Australia, the Republic of South Africa or the Republic of Ireland or to, or for the account or benefit of, any US persons or any national, citizen or resident of the US, Canada, Japan, Australia, the Republic of South Africa or the Republic of Ireland, unless such offer or sale would qualify for an exemption from registration under the US Securities Act and/or any other applicable securities laws.
  • The Offer or documents referred to in it contain forward-looking statements. These statements relate to the future prospects developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as “believe”, “could”, “envisage”, “estimate”, “potential”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements contained in the Offer are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of the Offer. The Company is under no obligation to, and expressly disclaims any intention to, update or revise such forward-looking statements, estimates or projections.
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