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Propelair

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A re-invented toilet for a better world: a more efficient flush; improved hygiene, saving water and money

108%
 - 
Funded 20 Oct 2021
£850,000 target
£926,670 from 368 investors
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Business overview

Location London, United Kingdom
Social media
Website propelair.com/
Sectors Home & Personal Mixed Digital/Non-Digital B2B
Company number 03681995
Incorporation date 10 Dec 1998
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Investment summary

Type Convertible
Discount 20%
Share price N/A
Tax relief N/A
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Business highlights

  • £1.1m adjusted sales 2019*, with traction in UK and South Africa
  • Experienced management team led by ex-Dyson MD UK & Ireland
  • VC backing from Investec and Nobel Sustainability Fund
  • 8 Trademarks, 57 Patents and 26 design registrants
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Key features

  • Secondary Market
  • Nominee investment min. £10.00 +
  • Idea
  • Key Information
  • Team
  • Updates
  • Investors 368
  • Discussion
  • Documents

Learn more about convertible campaigns.

Idea

Introduction

Propelair has developed and patented, what we believe, is the world’s lowest water-flush toilet system, helping commercial customers reduce costs, their environmental impact and improve hygiene.

Toilets waste vast amounts of clean water. This is not only costly, but with 2 billion people worldwide without safe water already, and an increasing number of regions being chronically affected by drought, this is an urgent social and environmental issue.

Propelair’s innovative toilet saves water, using air to propel just 1.5 litres of water per flush, compared to up to 9 litres for conventional toilets. As well as removing waste more efficiently than other toilets and saving tons of water, it saves money, reduces water processing (saving carbon), is quick to refill and is more hygienic than a conventional toilet, reducing aerosolised germs, including COVID-19, by 95%. As this system is designed primarily for commercial use, maintenance and associated costs are also significantly reduced.

Substantial accomplishments to date

The technology behind Propelair has been refined over 20 years to produce, what we trust, is the lowest water flush toilet in the world and a considerable improvement in hygiene compared to ordinary toilets. We have securely protected this revolutionary technology with 3 patent groups, 3 registered designs and a wealth of accumulated knowledge. Since our inception, we have made significant progress and have achieved the following major milestones and accomplishments:

Our toilets are currently saving close to 1bn litres of water per year (enough to fill 285 oil tankers) and, based on our calculations, close to 260 000 tonnes of CO2 per year (the equivalent of 40 car trips around the Earth or 1.4 million kilometres).

We have installed over 4,000 units in the UK and South Africa. Customers include service stations, shopping centres, universities, restaurants, banks and many more.

With our new management team we expect to grow our sales pipeline from 40,000 units to nearly 85,000 units in the future.

We were awarded the prestigious Horizon 2020 grant in 2017 to develop new innovations.

We plan to be profitable during 2023.

Most of our customers have a payback period of less than 3 years, with some off-grid sites experiencing a payback in as little as 4 months.

Monetisation strategy

Propelair's core business is the innovation and design of a low water-flush toilet system, which is produced by trusted suppliers in Thailand, China and the UK, with a global network of distributors who install and maintain on our behalf. This structure allows us to scale rapidly with little growth in overheads. Our in-house sales and marketing teams support our partners continuously, whilst our technical team ensures our partners are up-to-date with the latest innovations and best practices.

Currently, our primary revenue source is the sale and installation of toilets, supplemented by maintenance and spares income. Our plan is to launch a smart, IoT-connected toilet in the next year, allowing us to roll-out a "Savings-as-a-Service" model, through which customers pay a monthly fee, instead of the usual upfront cost of the toilet, and receive year-round maintenance, support and real-time analytics. This will allow us to capture longer term, contracted revenues to supplement our core business.

Use of proceeds

As we plan to scale rapidly, we will require working capital and stock acquisition funds to enable our growth. Over the next two years, we plan to grow our footprint in the UK and South Africa, as well as launching into other water-stressed markets, including the 6 GCC countries (Saudi Arabia, Kuwait, the UAE, Qatar, Bahrain & Oman).

As well as scaling and growing, we are working on new innovation and product development. These plans include the development and roll-out of:

- The introduction of a smart, IoT-connected toilet, allowing us to roll-out a "Savings-as-a-Service" model, including low-capex financing options. Since our last crowdfunding round, this tech has been prototyped and tested in live environments to 200,000 cycles. It is ready to convert into live production.
- Automated open/close lid, supported by an Innovate UK grant
- Lower product and installation cost.
- Grow product range, allowing us to cater to a larger range of customers needs.

*based on unaudited management accounts

Key Information

Convertible Key Terms

As bridging finance to the close of a 2021/2 larger fundraise, this investment round is being raised by way of a convertible equity investment structure, in this case a "convertible loan note". The Company is to create up to 1,500,000 convertible loan notes of £1 each. 750,000 of these have been issued to NSF, the Company’s second largest shareholder and the lead investor of this round, and the other 750,000 are initially being offered to all existing shareholders, including the current 851 Seedrs investors. This will then be followed by an extension of the offer to other potential investors.

The key terms that apply to these convertible loan notes (the “Notes”) are set out below, but please read these in conjunction with the Key Terms Document attached in the Documents section for further details.

1. No interest will be payable on the principal amount of each Note.

2. Redemption Premium:

Upon conversion or redemption of the Notes, a Redemption Premium will apply, to be repaid or converted with the principal loan. The Redemption Premium will be an amount equal to:

- 25% of the amount of principal to be converted or redeemed if the conversion or redemption occurs on or before 30 July 2022;
- 50% of the amount of principal to be converted or redeemed if the conversion or redemption occurs after 30 July 2022 but before 30 July 2023;
- 100% of the amount of principal to be converted or redeemed if the conversion or redemption occurs after 30 July 2023

3. Conversion Discount: in the case of an equity fundraising round, the Notes will be converted into Shares at a 20% discount to the price per Share paid by the investors in that round

4. Valuation Cap: £17.35m, such that the price per share after the 20% discount shall not be more than a pre-money valuation of £13.88m divided by the Company’s fully diluted share capital (i.e. substantially the same as the price of the last (Nov 20) raise, being £0.060557 per Share)

5. Maturity Date: 30 July 2023

6. Automatic Conversion: the Notes will automatically be converted into Shares (together with the Redemption Premium) if the Company raises at least £3,250,000, including the value of any loan notes issued as part of this round

7. Where less than £3,250,000 is raised: in the event that NSF exercises its option to convert, then all Noteholders will convert; in the event that NSF elects to not convert, then the Noteholders other than NSF will either all convert or all not convert, which will be decided on the basis of the election of the majority of the Noteholders other than NSF.

Maturity Date or Insolvency Event:

On the maturity date or the occurrence of an insolvency event, the Notes plus the applicable Redemption Premium will be repaid to the Noteholders. However, at any point of redemption, the Noteholders can choose to rather convert in the same manner as described in point 7 above. Where there is such a conversion that is not accompanied by the price-setting of a fundraise, the price per Share will be at a pre-money valuation of £13,880,000.

Prepayment:

The Company may prepay the Notes together with their applicable Redemption Premiums prior to the Maturity Date in full, or in part (in tranches of £100,000) to each investor, subject to the consent of that investor. In such circumstances, investors will also have the option to convert their loan and Redemption Premium as described above.

Share classes

Please note the business currently has 3 share classes. At the time of conversion, Seedrs will receive the same class of share that is issued as part of the round.

B Ordinary

- Each share is entitled to one vote in any circumstances
- Each share is entitled to dividend payments or any other distribution
- Each share is entitled to participate in a distribution arising from a winding up of the Company ranking ahead of the ordinary shares and equal to the convertible preferred shares

Ordinary

- One vote per share
- In respect of dividends all shares rank pari passu

Convertible Preferred

- One vote per share
- In respects of dividends all shares rank pari passu
- Liquidation preference: on distribution of assets in a liquidation or return of capital, convertible preference shares rank ahead of ordinary shares
- Conversion into B ordinary shares on 1 for 1 basis

Outstanding debt

Please note that the business has a bounce back loan:

- Outstanding balance £50,000
- 60 monthly repayments
- First monthly payment will be on 02/02/2022
- Final repayment date will be 02/01/2027
- Interest rate 2.5%
- Monthly repayment will be £898.61.

Funds raised as part of this round will not be used to repay outstanding debt.

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

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Only shareholders can access this page

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

Buy shares

Only shareholders can access this page

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

Buy shares

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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 Propelair has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 31 August 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 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.

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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.

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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.

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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, 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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