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Junk Kouture

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Junk Kouture is a change-led integrated entertainment and media company.

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Funded 29 Dec 2021
€1,000,005 target
€1,085,821 from 0 investors
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Business overview

Location Buncrana, Ireland
Social media
Website www.junkkouture.com
Sectors Entertainment Mixed Digital/Non-Digital Mixed B2B/B2C
Company number 668372
Incorporation date 12 Mar 2020
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Investment summary

Type Equity
Valuation (pre-money) €9.9M
Equity offered 9.20%
UK tax relief N/A
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Business highlights

  • $4 million in Sponsorship Revenue to date
  • 350,000 Registered educators, participants, fans in 2020
  • 10 tours completed, 60 sold out shows
  • Launched in 5 new cities - London, NY, Paris, Milan and Abu Dhabi
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Key features

  • Secondary Market
  • Nominee investment min. €19.28 +
  • Direct investment min. €20,000.00 +

Idea

Introduction

Our world and how we live in it has never been more challenged. The pace of climate change is increasing, and we collectively need to change attitudes & behaviours to ensure we create a sustainable future for generations to come - in particular, the global fashion industry needs to change systemically - and that's where we create our influence.

Junk Kouture is a change-led integrated media and entertainment business designed to educate and influence global communities through creativity and innovation.

Born in Ireland and now launched in five other countries, Junk Kouture challenges teens to create high-end wearable couture fashion from everyday junk to highlight that we all must waste less and reuse more.

These teens enter activity programmes that expand the academic year, then compete on regional and national levels in Arenas & Stadia. Ultimately, the finalists and winners get to showcase their designs and messages on TV and Streamed on YouTube.

Substantial accomplishments to date

- $16 million of brand AVE (Advertising Value Equivalent)

- $4 million+ in sponsorship revenue

- 10 annual tours completed across UK and Ireland

- 350,000 registered educators, creators, fans

- One of Ireland’s fastest-growing Sport 0-19 Schools per county in 10 years

- 60 sell-out shows

- 100,000+ tickets sold

- National TV broadcast

- 100,000 debut broadcast audience

- Successful Launch in 5 new cities with school community growing by 8% month on month

Monetisation strategy

Junk Kouture has a diversified revenue model similar to many media & entertainment businesses.

Media Rights: all content has value. We have now proven that our content is attractive to media companies via deals in Ireland and early-stage discussions internationally.

Sponsorship Partnerships: global brands must establish their sustainable & ethical credentials to remain relevant. Our partnerships integrate brands to engage & interact with our communities to drive change together.

City Deals: City authorities regularly fund & promote events to help achieve strategic goals (sustainability, diversity & inclusion, youth empowerment, etc.), and we are currently engaged in such discussion across all our locations

Event Ticketing: In the past, we have sold out arena's of over 5,000 people, and our ambition is to 10X that!

Licensing & Merchandise - collaborating with fashion brands to create a sustainable JK range of merchandise designed by young people for young people.

Use of proceeds

As we continue to expand our footprint in new markets, we need to onboard both internal & external resources.

We are currently hiring for a number of roles. These critical hires will enable us to further develop our expansion plans across marketing, programme development and education.

Externally, we need to continue to develop relationships with media companies, sponsors and city authorities. We do this via a mixture of our own resources & networks but also via a number of very strong strategic partnerships with companies who have established access and track records to enable us to meet our strategic goals.

Junk Kouture has developed thus far virtually. It is now time to activate our first office to enable our teams to interact with each other, to create & innovate a manner not possible via virtual comms.

Key Information

Group Structure

Investors in this round are investing into and will become shareholders of Junk Kouture Entertainment and Media Group Limited (the “Company”). Troy Armour, as Founder and CEO holds his shares in the Company indirectly via Patral Limited, his investment holding company through which himself and his wife (as joint shareholders) hold a number of active investments. Patral Limited currently holds 96.5% of the shares in the Company.

The Company has the following wholly owned subsidiaries:
Junk Kouture Operations Ireland Limited: This is the operational entity which is responsible for running any events.
Junk Kouture Production Limited: This entity produces TV and broadcasting content.
Junk Kouture Licensing Limited: Holds all of the intellectual property relating to the Company group.

Founder interests

Founder and CEO, Troy Armour, is full-time but dedicates a few hours a week to his other company, Trojan Technologies Ltd which is an IT servicing company.

Please note the Company has a services agreement in place with Trojan Technologies for managed IT services including hardware such as laptops, screens and software. The arrangement is on an arms’ length basis with annual fees for such services currently totalling €16,774.38.

Executive Chairman, Justin Cullen, is part-time and will remain so after the round.

Outstanding Debts

The Company has the following outstanding debts:

€122,903.64 shareholder loan from Patral Group
€23,278.65 director’s loan from Troy Armour
€20,000 director’s loan from Justin Cullen

Please note there are no written agreements currently in place for any of the above loans but the Company and Founders have confirmed that each loan has been made on an interest-free basis and will only be repaid in the future once there are sufficient profits available. Funds raised from this investment round will not be used to repay these loans.

Convertible Loans

The Company also has the following outstanding convertible loan which may convert to equity after this round and dilute existing shareholders:

Lender: Owl Investments Property and Equities Limited
Principal amount: €250,000
Interest rate: 15% annually
Longstop: 22 December 2025
Conversion Price: (a) at the subscription price paid by investors on a Fundraising; (b) at the price per share paid on an Exit; or (c) at a price determined by an independent valuer on the Longstop Date or Event of Default, provided that in each case any conversion shall be capped at a maximum of 3.125% of share capital with any excess value of the notes to remain outstanding pending repayment on the Longstop or Event of Default.
Share class: A Ordinary Shares

The CLA is repayable on the Longstop Date unless converted at the Conversion Price along with accrued interest at the lender’s discretion upon the earlier of:
An equity fundraising at a pre-valuation of at least €16m valuation (a "Fundraising");
On an Exit (IPO, change of control or sale of the business); or
An Event of Default (a material breach of the CLA documentation or a winding up event).

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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 Junk Kouture has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 9 November 2021 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 €9,869,721

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 Republic Europe.

Pitch type

Investing in a regular equity campaign is the simplest and most common way to invest in a startup. You decide which business you want to invest in, and if the campaign hits its funding target then you will become one of their shareholders. As the company becomes more valuable, so do your shares; allowing you the opportunity to share in the future success of the business.

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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 Republic Europe 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).

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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.

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Custodian

If you invest in this Campaign, Republic Europe 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 Republic Europe will not benefit from any rights under a shareholder agreement. As a result, Republic Europe 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.

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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.

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Direct investment

If available, 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.

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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 or using funds in your investment account. 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 Republic Europe. 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.

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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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None of the information in constitutes part of the campaign and it has not been approved or reviewed by Republic Europe.

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