Umthombo Springs Business Plan — Annexure F: Series A & B Term Framework
R30.0 million ordinary equity subscription; R18.0 million asset finance secured on the bottling line
Annexure F: Series A & B Term Framework
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- Overview & contents
- Important Notice & Disclaimer
- Executive Summary
- The Company & the Water Source
- Market Analysis
- Products & Unit Economics
- Production & Operations
- Route to Market
- Quality, Certification & Compliance
- Sustainability & Water Stewardship
- Transformation & Community
- Management & Governance
- The Two-Series Funding Structure
- Series A Funding Adequacy
- Implementation Roadmap
- Competitive Positioning
- Financial Plan & Projections
- Capital Structure & Dilution
- Investor Returns & Sensitivity
- Risk Analysis & Independent Findings
- SWOT & Strategic Analysis
- Exit Strategy
- Key Performance Indicators
- Conclusion & The Investment Ask
- Annexure A: Detailed Financial Statements
- Annexure B: Assumptions Book
- Annexure C: Scenario & Sensitivity Detail
- Annexure D: Export Operations Manual
- Annexure E: Regulatory & Certification Register
- Annexure F: Series A & B Term Framework
- Annexure G: Detailed Risk Register
- Annexure H: Data Room Index
- Annexure I: Glossary & Investor Questions
F.1 Series A indicative terms
|
Term |
Indicative position |
|---|---|
|
Issuer |
Umthombo Springs (Pty) Ltd |
|
Round size |
R48.0 million |
|
Structure |
R30.0 million ordinary equity subscription; R18.0 million asset finance secured on the bottling line |
|
Pre-money / post-money |
R36.0 million / R66.0 million |
|
Investor equity |
45.5%, with a 10% employee option pool created at close |
|
Liquidation preference |
1x non-participating |
|
Anti-dilution |
Broad-based weighted average |
|
Board |
One investor-nominated director; reserved matters schedule |
|
Reserved matters |
Further issuance, indebtedness above agreed limits, disposal of the water use licence or lease, material related-party transactions |
|
Information rights |
Monthly management accounts and the KPI set in Section 21; quarterly board packs; annual audited statements |
|
Pro-rata rights |
Participation rights in Series B |
|
Conditions precedent |
Water use licence in good standing; hydrogeological assessment; registered notarial lease; key-person agreements |
F.2 Series B framework and milestone gates
|
Term |
Indicative position |
|---|---|
|
Round size |
R85.0 million |
|
Timing |
Month 24, conditional on the milestones below |
|
Structure |
R60.0 million ordinary equity; R25.0 million term debt and asset finance |
|
Pre-money / post-money |
R135.0 million / R195.0 million — a 2.05x step-up |
|
Investor equity |
30.8% |
|
Board |
One further investor-nominated director |
|
Milestone gating Series B |
Why it matters |
|---|---|
|
Plant commissioned and SANS-compliant |
Removes the commissioning and product-category risk |
|
Domestic listings secured |
Demonstrates commercial capability and absorbs fixed cost |
|
FSSC 22000 certification achieved |
The precondition for every export market; cannot be accelerated with capital |
|
Export trial shipments completed and repeated |
Proves the logistics chain and the distributor relationships end to end |