Ahascragh Distillery

Key Information

Outstanding Debt

The company has the following loans.

1. An outstanding founder loan of €1,500,000, Interest free until March 1st 2032 when interest becomes 5% above base rate p/a. The loan shall be repaid between March 2032 and March 2037 by payments of at least €250,000 p/a.

2. A Director's loan of €500,000 for SEAI grant bridging. €250,000 is due in 12 months, with the remaining balance due upon the redemption or conversion of the EI and CF investments, with interest on the balance of the loan (5% above base rate p/a) to accrue after redemption or conversion of both EI and CF Investments.

3. The company is in the process of signing an agreement to purchase equipment through a Sale & Lease Back contract, with a maximum loan amount of €750,000. This will be a 72 month loan with monthly repayments of €13,781.18. The agreement is estimated to begin in Q3 of 2023.

4. The company also has a total of €1,144,000.00 worth of A & B Redeemable shares, which will be repaid with a 12.5% uplift on this figure. €330,000 of these shares are due to be repaid on the 31st December 2026 and the remainder is to be repaid between November-December 2027. These shares are not convertible into voting shares therefore they have not been factored into the fully diluted pre-money calculation.

The funds raised in this round will not be used to repay these debts.

Convertible Loans

The company is in the process of securing two additional financing options:

1. ENTERPRISE IRELAND (EI)

EI will be investing €400,000 for preference shares with the following terms:

- Dividends on this will accrue at a rate between 3%-8%;
- This investment will be redeemable at the price paid plus dividends accrued at the option of the company or EI after 5 years.
- EI have the right to convert some or all of the shares into ordinary shares at a discount which would cause dilution to existing investors upon a sale or a financing round of more than €400k, however they will always be limited to 10% of the voting power of the company.

2. CANTOR FITZGERALD EIIS (CF)

CF will invest up to €4,550,000 for preference shares with the following terms:

CF will invest up to €4,550,000 for redeemable/convertible, preference shares with the following terms:

- 5% interest per annum, rolled up and payable on redemption.
- Redeemable 5 years from the date of issuance. If the shares are not redeemed on the 5th anniversary then either:
- the interest rate will increase; or
- CF will have the option to convert into an 18.5% shareholding (based on a valuation of €20,000,000) and any accrued dividends will remain payable.

For the avoidance of doubt, the company will be obligated to ensure it has sufficient capital reserves to redeem these shares at the 5 year anniversary.

Share Classes

The company currently has ordinary, preference and redeemable shares. Seedrs investors, will be receiving ordinary shares.

The rights attached to the share classes are as follows:
- Ordinary shares - participating preference shares with voting and dividend rights
- Preference shares (held by EI/CF with the rights described above) - non-participating
preference shares with no voting or dividend rights.
- Redeemable shares – non-participating preference shares with no voting or dividend rights.

On a liquidation or exit any proceeds will be distributed pro-rata as follows (until available proceeds are used up):

1. Firstly, EI and CF will receive their investment back plus any accrued dividends;
2. Secondly, the holders of Ordinary, A Ordinary, B Ordinary, C Ordinary, D Ordinary, A
Redeemable and B Redeemable shares will receive their investment back;
3. The Redeemable shareholders will next be entitled to a fixed sum equalling 12.5% of their
investment amount;
4. Finally, any remaining proceeds will be distributed pro-rata amongst all ordinary shareholders

Founder Interests

Gareth & Michelle McAllister are both Directors with 100% ownership of McAllister Multi Media Systems Ltd, a digital language technology service. They have no operational role in McAllister Multi Media Systems.

Fractional Shares

Please note that the share price for this round is €125.00. Due to the high share price, we have decided to allow investors to hold fractional shares. This means that we have reduced the investment multiple to €12.50 (representing 1/10th of a share), with the minimum investment being €12.50.

As these shares will be held via the Seedrs Nominee, fractional entitlements are possible.

Direct Investment

£286,575 of the direct investment reflected into this campaign was received by the company between the 31/12/22 and 24/02/23.