THIS™

Idea

Please note that this round has a maximum capacity of £4m and therefore will not be accepting any further investment before closing later today.

Introduction

THIS™ was created when we (we’re Andy & Pete. Hi.) checked out meat-free food, and decided that we didn’t really like any of it. After successfully exiting our meat-based restaurant business, Chosen Bun, we set out to make hyper-realistic plant-based food that mimics meat in taste, texture and appearance. But properly - not like some of the Frankenfood that’s been on shelves over the past few years.

We launched 12 months ago, and we’ve been growing obscenely quickly. We’re in our early thirties and face-lifts have been suggested to us both this year – more than once. Our four core products (plant-based THIS™ Isn’t Chicken and THIS™ Isn’t Bacon) are now in over 2000 stores and restaurants (including Tesco, Waitrose, Ocado, and Honest Burger), we’re listed with wholesale behemoth, Brakes, we’ve had hundreds of national PR features or mentions, we’ve won stuff and we’ve raised £5.6m from VC funds. We’ve also agreed to launch in two additional major supermarket chains in 2020. Also, our revenue for the month of July (our 12th full month of trading) was c£450k.

On Instagram we have now reached over 69,000 followers and are continuing to see rapid growth: www.instagram.com/this.uk

Substantial accomplishments to date

*Revenue source: unaudited management accounts

June 2019
• Launched into first restaurant chain (Patty & Bun)
• Tricked 25 food critics and bloggers into thinking our plant-based products were meat (story headlined in the Mirror)

July 2019
• Launched in 660 Holland and Barrett stores
• Launched on Ocado

August 2019
• Won Great Taste award

October 2019
• Won PETA best vegan chicken and best vegan bacon

November 2019
• Won Food Matters Live award for Best New Food Product of the Year

January 2020
• Launched with major restaurant chains: Honest Burger, Pho, Coco di Mama, Pure
• Tricked loads of members of the public into thinking our chicken nuggets are real (and that the real Ed Sheeran was handing them out (he was a lookalike))
• Launched in 280 Waitrose stores
• Won Best Vegan Bacon in The Times Plant-based Awards

February 2020
• Listed as Best Vegan Bacon by Daily Mail
• Launched with Brakes (second biggest UK wholesaler)

March 2020
• Finalist for Veggie Awards
• Finalist for Grocer Gold Awards Best Start up

May 2020
• Launched in 740 Tesco stores
• Reached milestone of 2000 restaurant and retailer listings

June 2020
• 5m portions of THIS™ sold

July 2020
• Listed as a Rising Star by Idinvest
• Listed in StartUps100 (No 30)
• Achieved c. 700% growth in one year (based on June sales for each year*)
• Saved 1,734,879kg of CO2 through people eating our products (vs consuming animal-based equivalents)
• Grew to 69000+ Instagram followers

Monetisation strategy

THIS™ is on a mission to shatter meat-eaters’ preconceptions of plant-based food, one rasher or nugget at a time. We launched a year ago, and our products are now available in over 2000 retailers and restaurants across the UK (with a 75:25 retailer restaurant revenue split).

Our retail outlets include 740 Tescos, 280 Waitroses, 660 Holland & Barretts, over 50 Central England Co-ops, and Ocado, as well as many independent bricks & mortar and online retailers.

We co-brand with our restaurant partners in order to increase engagement and brand awareness (providing exposure to them too). The products are available in restaurants nationwide, including the following major chains: Honest Burger, Pho, Coco di Mama, Barburrito and Pure.

We are listed in Brakes, VegExpress, and Bidfood which supply to hotels, pubs, cafes, caterers and restaurants nationwide.
Major retail wholesalers Suma, Blakemore and Wholegood stock our products too.

We’re launching in two more major ‘big four’ supermarkets later this year, as well as some additional well-known restaurant chains.

Our aim is to increase brand awareness and market penetration via both streams.

As well as aiming to massively increase our distribution, we also are investing heavily into building a formidable innovation engine within the company, so that we can deliver loads more plant-based innovation to the category.

Use of proceeds

Our aim is to accelerate growth, and this investment will be used to:

- Expand our innovation function - we’re planning to invest £1m in a London-based innovation centre. We think of it like a Willy Wonka-esque facility for plant-based R&D. It will house sensory, textural and other processing equipment. A team of world-leading food-scientists, engineers and flavourists will staff the centre. We’re also planning to launch 10 products per year for 3 years across a number of categories

- Boost our manufacturing capability – we’ve grown 700% in the last year (based on June sales for each year*), and the £1.8 billion UK plant-based industry is only getting bigger. We’re launching in two additional major retailers this year, and we intend to remain ahead of the game and to continue to meet demand

- Maximise our marketing reach – we’ve made headlines with our stunts and we plan to make them bigger and naughtier

Convertible Key Terms

This investment round is being raised by way of a convertible equity structure, in this case a convertible loan agreement.

The key terms that apply to the Company’s convertible loan agreement are set out below. See also the attached Convertible Key Terms document for further details.

● Automatic Conversion - the convertible loan will automatically convert into shares on:
○ A Qualifying Financing - which means the next equity financing of the Company raising at least £2,000,000; and
○ An Exit - which means a share sale (a merger or sale of the company resulting in the buyer acquiring control of Company) or a disposal of all or a substantial part of the Company’s business or assets.

● Voluntary Conversion: the convertible loan will convert into shares at the election of each investor
○ A Non-Qualifying Financing, which means the next equity financing of the Company raising less than £2,000,000; and
○ The Longstop Date, which is 30 months from the date of the convertible loan agreement is signed.
Please note that the election for Seedrs investors will be made by Seedrs for investors as a whole.

● Conversion Price
○ On a Qualifying Financing, Exit or Non-Qualifying Financing (a “Trigger Event”), the convertible will convert into shares at the lower share price of (i) a discount of 20% to the share price of the Trigger Event and (ii) a fully-diluted pre-money valuation cap of £50,000,000. NB: The £50m valuation cap is NOT a valuation of the company at this investment round - it is a protection in place to ensure that this convertible note does not convert based on a company valuation of above £50m at the qualifying financing round
○ On the Longstop Date, the convertible will convert into shares at a share price of £22.04 (which equates to a pre-money valuation of £21,779,597, based on the current fully-diluted cap table, excluding the impact from any notes converting or any top-ups to the share option pool required pursuant to the existing loan agreements).

● Event of Default
○ On an Event of Default, which includes a winding up event, administration or liquidation, the convertible loan will be repaid by the Company at the election of investors holding more than 50% of the outstanding convertible loans.