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Cook + Thief

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From the co-founder of Mr & Mrs Smith, a ghost kitchen revolution to reinvent restaurant delivery

294%
 - 
Funded 30 Nov 2020
£450,000 target
£1,330,840 from 506 investors
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Business overview

Location London, United Kingdom
Social media
Website www.cookandthief.com
Sectors Food & Beverage Digital B2C
Company number 08264057
Incorporation date 23 Oct 2012
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Investment summary

Type Convertible
Discount 25%
Share price N/A
Tax relief N/A
Co investor Future Fund
50% raised from Future Fund

Matched funding applied for from Future Fund. See Key Information Tab for more information.

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Business highlights

  • From the Co-Founder of Mr and Mrs Smith
  • Disrupting the £8.5+billion UK restaurant delivery market
  • Groundbreaking patent-protected delivery technology
  • Investment conditional upon Future Fund funding - see Key Info
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Key features

  • Secondary Market
  • Nominee investment min. £10.00 +
  • Idea
  • Key Information
  • Team
  • Updates
  • Investors 506
  • Discussion
  • Documents

Learn more about convertible loan campaigns.

Idea

Introduction

Hi, we are Cook + Thief, passionate flavour seekers, on a mission to deliver to the world the most incredible restaurant dishes by reinventing the takeaway forever.

5 years ago, our CEO, a self-confessed food obsessive (and co-founder of Mr & Mrs Smith) began searching for a way to create a luxury brand that could disrupt the restaurant delivery market. He knew that to work with the best restaurants he’d have tear up the takeaway rule book. It would mean new packaging, new back-box technology and a new model.

It worked. After publishing our first patent, we partnered with some of the hottest restaurants in London to bring them and their mouth-watering dishes together under one single menu in our central London ghost kitchen.

So, whether you fancy a Tom Griffiths dirty burger or an Ollie Dabbous strawberry cheesecake all our dishes arrive in pristine condition on 100% biodegradable packaging so beautiful you can eat straight from it.

We believe this is the future of restaurant delivery.

Substantial accomplishments to date

- Dec 2019 Advance Analytics (computer modellers who work with Formula One) validate back box stabilisation capabilities
- Jan 2020 Scooter real-world motion tests confirm 92% of dishes stabilised
- Feb 2020 Gel technology tests confirm optimal thermal regulation of each dish
- Feb 2020 Modified packaging design tests confirm optimal humidity control
April 2020 First central London ghost kitchen secured
- May 2020 Partnered with chefs including Ollie Dabbous, Andrew Wong, Neil Rankine and more
- May 2020 Restaurant Dish recipe development begins
- May 2020 Restaurant Dish recipe QA testing
- May 2020 Restaurant Dish scooter delivery testing
- May 2020 First menu of 32 dishes approved
- May 2020 Door drop flyer 15-minute radius from kitchen - 5,000 people register
- June 3rd - Friends and Family launch
- June 10th - Public launch

By August 31st we had achieved:
- 1156 orders
- 770 customers
- £68,000 revenue
- 53% Repeat Order Rate

*source: unaudited management accounts

Whilst we are incredibly proud of our achievements this year, it is the unsolicited reviews (Instagram and email) from our wonderful customers that are the most humbling:

“It’s an absolute game changer for take aways”

“Takeout never looked (or tasted) so good”

“Your team have really nailed the restaurant experience at home.”

“Best home delivery meal of my life, ever.”

“I want to give you a trillion stars!”

“A real step change for home delivered food”

“Easily surpasses any take away food I’ve ever had before.”

“You fed us ROYALLY!”

“It was awesome and I felt I had to let you know.”

“We have ordered twice and both times every single item has been DELICIOUS”

Monetisation strategy

At Cook + Thief we want to inspire the world to eat wonderful – always. We believe it is possible to enjoy show stopping restaurants dishes where you want, when you want and at a price that's right for you. From day one our goal has been to partner with the most talented chefs imaginable to create dishes that are talked about the world over. At the core of our brand is innovation.

Today, we generate revenue and a gross margin from all our dishes sold from our menu directly through our mobile responsive website.

But we won’t be stopping there. Our product development means that we will soon be introducing:
- Daily specials
- Sommelier paired wines and craft ales
- Sunday lunches
- Dinner parties
- Three-tier membership

Use of proceeds

The ghost kitchen model means unlike a traditional restaurant we have no build costs, no fitout cost and no excessive high street rents. It means we can scale with minimal outlay, we can scale quickly and we can scale globally.

Our aim is to be operating over 100 ghost kitchens in the next five years. We want to open 3 new kitchens in London by Christmas.

We have enjoyed impressive sales with modest marketing and now intend to supercharge orders by introducing a multi channelled marketing plan and team to deliver it.

We are looking to develop new software by introducing a progressive native app and a new rider allocation app.

And because at the very heart of our brand is the customer experience, we are not only extending our menu, introducing new chefs and pairing wines and beers we are also developing out our membership enabling customers to enjoy exclusive rewards including special offers when dining at each of our partner restaurants.

This is an exciting time to be with Cook + Thief, we are right at the beginning and we look forward to you joining us on our food obsessed journey.

Key Information

Future Fund

Seedrs is supporting companies who are intending to apply to the Government backed Future Fund. You can read more about the Future Fund here: https://www.seedrs.com/learn/blog/the-future-fu...

In order for a company to be eligible to seek matched funding from the Future Fund, this investment round must be on the convertible loan terms that have been prescribed by the Future Fund for this purpose. These terms differ to our normal ‘advanced subscription agreements’.

Given this product differs from most campaigns on Seedrs, we urge all investors, including regular Seedrs investors, to read the information below and ensure you understand the terms in full before making your investment.

Key Terms

You will see a term sheet attached to this Campaign in the Documents section which sets out the key terms of the convertible loan and you can see the full document prescribed by the Future Fund here: https://www.british-business-bank.co.uk/ourpart...

A summary of the key terms is set out below, but should be read in conjunction with the term sheet:

• Discount: 25%

• Interest: 8% per annum, non-compounding. On conversion events, the company can choose to repay the interest or convert it to equity (generally without the discount). See the Term Sheet for more details.

• Redemption Premium: An amount equal to 100% of the principal loan amount

• Valuation Cap: £20,000,000

• Qualifying Equity Financing. The convertible loan will automatically convert on an equity financing raising at least the total loan amount, at the lowest share price of equity financing less the Discount.

• Maturity Date: 36 months from signing convertible loan agreement.
o The default position is on the maturity date is that the loan will convert to equity unless the investor majority elect to redeem.
- If redeemed, the company will repay the principal together with the Redemption Premium.
- If converted, the conversion price will be at the most recent funding round share price less the Discount, provided that funding round happened after 20 April 2020 and was at least a quarter of the size of the convertible loan investment. If no such funding round has occurred, conversion will be at the share price of the last funding round prior to 20 April 2020 (no Discount).

• Other events of default or conversion: There are various other scenarios in which the convertible loan may convert or be repaid and investors should reference the term sheet:
o Non Qualifying Funding Round: The convertible loan can convert on an equity financing round which does not meet the size criteria of a ‘Qualifying Equity Financing”, at the election of the majority of investors under the loan. Please see the term sheet for how this conversion is priced.
o Exit: The convertible loan will automatically convert or be redeemed on an Exit, whichever would give investors the higher cash return. Please see the term sheet for how conversion is priced and payments on redemption in this scenario.
o Events of Default: The convertible loan is to be repaid on the events of default, such as liquidation or winding up. See the term sheet for more details.

Government Matched Funding

The company intends to apply to the Future Fund for matched funding on the total eligible amount invested in this funding round. The Future Fund will “match” the funding raised via Seedrs or other eligible sources, subject to a minimum investment of £125,000 and a maximum investment of £5m. The Future Fund is to be allocated on a ‘first come, first served basis’, so there is no guarantee that a company will receive the Future Fund matched funding.

This campaign is conditional upon receiving matched funding from the Future Fund. Seedrs will not complete the investment and transfer the funds raised until we have confirmation that the Future Fund matched funding application has been approved and that the Future Fund is ready to make the investment. If the application is denied, the campaign will be cancelled and funds will be returned to investors.

Because this campaign is conditional upon the matched funding, you will see that we have reflected the Future Fund investment as part of the round. It is distinguished in pink in the progress bar of the campaign. This is to give investors an indication of the potential total size of the funding round (and potential dilution on conversion), but to also distinguish it from regular investment through the Seedrs platform.

Seedrs does not charge any fees in relation to the Future Fund matched funding, application process or for acting as lead investor with respect to applications.

Conversion to equity

The convertible loan agreement prescribed by the Future Fund is equity focused and favours conversion of the loan to equity as the default position.

Redemption is only available in certain scenarios and is often subject to the vote of majority of the investors. Where a vote of investors is required, Seedrs will vote on behalf of any investors it represents as nominee.

There is a possibility that the convertible loan will convert in some scenarios without the consent of Seedrs (if we do not make up a majority of investors). It is also Seedrs’ position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.

Risks

As always, investors should be aware of and accept the risks involved in investing in early stage and growth focused businesses: https://www.seedrs.com/pages/risk-warnings

In addition to the usual risk warnings included above, investors should be aware of and accept the following with respect to convertible loans:

• The convertible loan agreement is intended as bridge funding to a future funding round, but there is no guarantee that a company will be able to secure further funding.

• The Future Fund is to be allocated on a ‘first come, first served basis’ and there is no guarantee that a company will be successful in its application to receive the Future Fund matched funding.

• There is a risk that the Company may not have sufficient funds to repay the loan on the maturity date, pay interest when it becomes due or pay the redemption premium included in the terms.

• Convertible loans are unsecured obligations and in the event of a winding up or liquidation event will rank behind secured creditors of the Company.

Secondary market

Investors will not be able to sell their interest in the convertible loans on the Seedrs Secondary Market unless and until they have converted to shares in the company (and then only subject to eligibility and the terms and conditions of the Seedrs Secondary Market).

EIS Relief - past, current and future

As noted above, the convertible loan instrument is not compatible with EIS requirements, so no EIS applications will be made with respect to investments in the convertible loan.

The government has confirmed that investing in the convertible loan will not impact EIS relief previously claimed on investments in the fundraising company:

“The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.”

However, investing in a convertible loan could impact your ability to claim EIS relief on future investments into the same company. The government has not clarified the position on this and has said it is a matter for HM Treasury and HMRC.

Seedrs is unable to provide tax advice. Tax treatment depends on individual circumstances and is subject to change.

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If you successfully purchase a share lot of this business, you will be granted access.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for Cook + Thief has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 9 September 2020 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Seedrs.

Pitch type

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Nominee investment

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Nominee investment.

Find out more

Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

Find out more

Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Nominee investment). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

Find out more

Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

Security Token

A security token is a digital asset that represents ownership or other rights. It is a digital form of traditional investments. In the future, you may be able to trade your investment through compatible exchanges.

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