Rogue Baron is a drinks brands developer, and its focus is a Japanese whisky and a specialist tequila. The idea is to build these and other niche brands to the point where larger drinks companies will want to acquire the brand. This has been difficult because of the lack of cash, but the money raised before and during the flotation will help to accelerate progress.
Covid-19 has hampered short-term progress, but Shinju Japanese whisky has a good base in the US from which to grow. There will also be geographic expansion. Sales channels built up for the initial brands can be used for additional brands.
Financial figures are short on the ground because the company is a shell that acquired other businesses. They are estimated to have generated revenues of $1m in 2019. There must be more figures available for the main subsidiaries and these would help investors to better understand how the group is trading.
Major shareholder Gunsynd (LON: GUN) has already more than trebled the value of its investment, which was worth more than £1.8m, including accrued convertible interest, at the time of the flotation.
The share price ended the first day of trading at 8p (7p/9p). There do not appear to have been any trades. Rogue Baron has a low enough market valuation to provide the potential of a good return for investors if it does manage to build up at least one brand that is attractive to a buyer. However, it is not easy to build up spirits brands.
Rogue Baron (LON: SHNJ)
Spirits and wine brands developer
Market: Aquis / Access
Flotation date: 12 March 2021
Issue price: 7p
Amount raised: £755,000
Reversal expenses: £194,500
Market capitalisation: £6.03m
Corporate adviser: Peterhouse
What does it do?
Rogue Baron is an owner and developer of spirits and wines brands and owns 52% of cocktail bar Bin 1301 in Washington DC, which is used as a direct marketing outlet for Shinju whisky. There is also a 3.54% stake in distributor Milestone Beverages UK.
The strategy is to build up each of the spirits brands so that they reach a level of sales where they would be an attractive acquisition target. Sales channels are being built up in order to increase volumes and the cash raised will help to accelerate progress.
The main focus appears to be the Shinju Japanese whisky brand, which is sold at a lower price than many rivals. Japanese whisky demand is growing rapidly in the US and the market is dominated by two brands. A rival drinks company may want to add a Japanese whisky to its portfolio. Shinju sold 1,000 cases in 2019, so there is some way to go. Management has set aside £334,500 of the flotation proceeds for this brand.
The Copa Imperial Tequila brand will also receive some of the funds. It is being launched this year and 12,000 litres are currently in storage – it takes at least three years to age the tequila. There will be a limited number of bottles sold at $500 plus.
The company’s other brands are Mazeray Champagne, Cote ‘Or sparkling wine and Comte de Mazeray Cognac.
Managing director Ryan Dolder has worked in the drinks industry and been a trader in Eurobond options. He formed Human Brands Inc, which sold the drinks businesses to Rogue Baron last year, in 2014. Rogue Baron issued shares at 7.8p each for the businesses.
There is little in the way of financials for the holding company, which has been in existence since the end of 2018, although the subsidiaries have been trading over a longer period. There is a pro forma balance sheet for 30 June 2020.
Pro forma net cash is nearly $1m and NAV is $5.44m – including intangible assets of $3.89m. The cash will be spent on building up stocks and marketing the brands.
Ryan Dolder (Managing director)
Annual salary: £40,000
Hamish Harris (Executive)
Annual salary: £36,000
Sandy Barblett (Non-exec)
Annual fee: £30,000
Tomoya Daimon (Non-exec)
Annual fee: $36,000
Aquis-quoted Gunsynd is the largest shareholder with 28.5% following the conversion of loan notes and the payment of fees in shares. It also retains £111,464 of convertibles, relating to accrued interest. Ryan Dolder and his family own 11% and the other director with a shareholding is Hamish Harris, who is also a director of Gunsynd and owns 1,000 shares. Jason Costley owns 6.28% and Nigel Allan 3.48%.
Peterhouse holds 2.59 million warrants exercisable at 7p each, while the directors own 6.6 million options exercisable at the same price.