Downlights Limited

By Jennifer Del Bel

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NZ $12,374 pledged


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About

Downlights Limited

Letter from Jennifer

Childhood memories of my grandmother’s dressing table adorned with crystal bowls that were filled with her antique jewelry became the signature look of Illumina. The first fragrances I developed were reminders of my life in Canada. Nothing can compare to the soft glow and the sweet aroma that candles can bring to a room invoking memories.

 

I lived Illumina for the past six years and enjoyed every moment of it but I still wanted my love and passion to be a part of something even more purposeful and fulfilling.

 

It was serendipity that I was introduced to Tony and Emma Sykes in 2018. Their story of struggle combined with frustration and rejection when Emma, who has Downs Syndrome, was looking for work was the start up spirit for Downlights. No one can choose how we are born. We all have one thing in common, we are all soulful beings who contribute to this world in different ways. Every one of us is unique and a treasure. Just like puzzles, we are all different pieces which together make a whole. I believe living life with love as our guide is our purpose on earth. To be consciously aware of it and to experience love in ourselves and others is the meaning of life.

 

Today my heart is full of joy as I am fortunate enough to live my belief and I am proud to provide my knowledge, passion and values as a guiding light to all youth joining Downlights. Downlights has impacted so many lives and brought good to so many people. We remain future oriented as the future belongs to those who believe in the beauty of their dreams.

 

We translate vision into capacity, creating a promising future in hope to inspire others to do the same. I would like to thank you for your time and consideration of investing in Downlights. We are very confident in our products and we know we will grow and you will be able to follow our success and grow with us.

 

Jennifer Del Bel

Jennifer Del Bel

 

Background

 

In 2017, Emma Sykes, who has Down syndrome, completed her final year at Sommerville Special School at the age of 21. Her father, Tony, helped Emma look for a job, only to be turned down by every business, large or small. Tony expected it would be difficult as Emma is largely non-verbal, but he wanted his daughter to have a fulfilling life. This led to the idea of making candles as a hobby. It was at this point that Tony discovered it was not as easy as he thought, so he looked for help and was directed to Jennifer Del Bel from Illumina Soy Candles (Illumina), who had six years of experience in the industry. This was the beginning of an unexpected journey.

 

 

Jennifer began to work with Emma and Tony, offering guidance and the use of her work premises, raw materials and ingredients to see if Emma could manage the skill set required to hand pour a quality candle. It became immediately clear that Emma was benefiting on so many levels from the experience, so together, they made enough products to allow Emma to sell a small range of candles at a local market in Beachlands. Pohutukawa Coast Times ran an article on Emma and overnight a star was born. The market was a sell out and shortly after, a segment aired on Seven Sharp with Tim Wilson, catapulting the newly named business into international recognition.

 

Over the next 18 months, Jennifer used her knowledge and experience from Illumina to develop a mid-priced soy candle range that was of exacting standards to sell across local markets in New Zealand. Using Illumina’s IP and historical contacts resulted in a luxury, high quality hand poured soy candle range with signature fragrances that impressed customers. Strategic alliances were formed with the Lindsay Foundation, Life Education Trust and the ASB Bank. Award nominations followed and numerous articles nationally and internationally were written with a YouTube clip by Star Trek’s George Takei boasting 1.4 million views in 24 hours, further contributing to the growth of the brand. It became apparent that Emma was a symbol of hope for all, and Downlights forged forward, setting an example for other companies and individuals.

 

The introduction of the MOXIE crew in early 2019 (and Emma’s sister Nicki) broadened our scope as we began to offer work experience programmes not only to young adults with Down syndrome, but also with intellectual or learning disabilities. The success of this programme has benefited many, beyond the walls of the small candle factory, and will continue to do so.

 

We are proud to be on Ākina’s social procurement platform fwd:, as a certified social enterprise. We are passionate about our people and the community. The establishment of Downlights Charitable Trust in early 2020 allows for the donation of NZ$1 from every candle sold to our beneficiaries, the New Zealand Down Syndrome Association and Recreate NZ.

 

We complete our circle of giving with our fundraising division, which offers schools and community clubs the opportunity to sell our candles to raise funds for their essential projects.

 

 

 

The range

Under our company we have a total of 13 luxury Illumina Stock Keeping Units (“SKUs”) and 20 SKUs for Downlights with the launch of three new Downlights Mini Candles and a NEW Mother’s Day Fragrance debuting at the Gift Fair, mid March, 2020. Our core product line is candles, but we also sell candle accessories and reed diffusers, plus we offer a candle refill service from Urban Herbalist in Orakei Bay Village. We offer a more affordable range of products for Downlights Fundraising, Pop-ups and markets, to maintain a high end position in retail outlets. New product development is well underway for 2020 with a few surprises we will keep up our sleeves for now.

 

WHY SOY? The soy wax we use in our candles satisfies eco-conscious consumers because it is 100% biodegradable, non-toxic, and GMO-free. Our candles also have wicks that are lead and zinc-free. Our wax provides an even, clean burn with incredible scent throw and the longest possible burn time for each fragrance, candle or soy melt.

THE PRODUCTS

The highest level of quality control has been maintained over the years through our wick testing procedures along with a three point check system for every hand poured candle before it leaves our factory. Each and every candle is lovingly hand poured and all aspects of production are completed by one of our crew according to their unique capabilities. The result is a high quality essential lifestyle product with an emotional appeal and range of signature scents that leave a lasting impression.

 

Market opportunity

The world has a love affair with candles. The scented candle market is estimated to reach between US$ 11.7B in 2025 CAGR 5.5% (Source: Research and Markets). For reference, the entire retail category is estimated to grow at 4% during the same period. (Source: Statista). In Australia, the Australian scented candle market is worth $200 million dollars per annum.

 

Six years of IP from acquiring the assets of Illumina have given Downlights a significant head start. Jennifer has been working with Francois Merle-Baudoin, a fifth-generation award-winning French perfumer from the internationally famous Grasse parfumeries in the French Cote D’ Azure, to create bespoke fragrances for Downlights.

 

 

 

How we are different - products, people and planet

The growth plan

We are fortunate that Downlights has not started from the ground up. It started half way there with the solid base provided from Illumina. Set in place is a solid business structure with a strong point of difference due to its socially conscious core which defines and distinguishes the brand on the global candle market. We will remain steadfast to our values as we strive to solidify growth according to our capacity within New Zealand, then beyond.

 

Research and development is carefully considered to position our products and price points within the reaches of the markets we are targeting. Add to this a keen awareness to adhere to the design principles that distinguish the brand and the focus on our Point of Difference and we will hold a strong place in the market. Quality will always be at the forefront coupled with new product and fragrance releases according to the season and the trends.

 

Downlights will maintain direct sales as attendance at public events such as the Auckland Home Show and General Collective Market provide our Crew with valuable work place experience and we are committed to empowering our staff. In 2020, we look forward to continuing our relationship as a contract manufacturer to Life Education Trust, as well as the luxury gift store and hotel clients from Illumina’s repertoire. Assuming a successful capital raise, this is an area that will be pursued long term. The candle refill service we provide and the fundraising division offer promising avenues for growth that are not limited to Auckland, as does our position on Ākina’s fwd: platform.

 

Additionally, we made our debut on the retail front March 7th, as PechaKucha guest speakers as well as exhibiting at New Zealand’s Winter Gift and Homeware sale. We will attend the Spring fair in September with an exciting new range to help us introduce the beginnings of a more diverse range to assist with expansion into Australia in 2022.

 

Our growth is limited by our ability to expand and a successful capital raising is the pivoting point for Downlights to become a national success story at home as well as in Australia. There is a strong team behind this brand with dedicated supporting contractors who all believe in our journey. Together, we are committed to the dream of creating an internationally distributed candle company that makes a qualifiable difference to the greater community.

 

 

 

 

Use of capital

Downlights is looking to raise between $150,000 and $300,000 to fund its growth plans. This raising adds to the $100,000 raised at the start of 2020 from wholesale investors and existing shareholders. The $100,000 raising allowed Downlights to complete the acquisition and integration of Illumina as well as  adding to the company’s working capital.

 

 

Minimum Raise

Maximum Raise

Fixed Assets for new factory - New Coogar Wax melter

$39,000

$39,000

New factory fitout - Air conditioning/heating + installation, wheel chair access
to building and restrooms, industrial shelving, work tables, computers, additional manufacturing equipment (new jugs, thermometers etc.)

$36,000

$36,000

Manufacturing capability – providing more employment opportunities for our part time employees

$40,000

$60,000

Repayment of Start-up Loans

$0

$50,000

Capital Raising Costs

$20,000

$30,000

Accumulated Working Capital requirement not covered by earnings

$15,000

$85,000

 

 

In addition to the capital raising, Downlights will continue to use overdraft facilities. Read more in our Information Memorandum.

 

 

 

Why we’re crowdfunding

Downlights needs additional capital to fund its growth and meet our goals of providing training and employment opportunities for young adults with Down syndrome and other intellectual or learning difficulties. While we have successfully raised $100,000 from wholesale investors in late 2019 to meet our immediate needs, we need to add to that with crowdfunding because the wider reach of crowdfunding will provide us with the opportunity to expand, employ more people and have adequate working capital to see us through our growth.

 

We believe crowdfunding through PledgeMe will provide Downlights with an opportunity to bring on board members of the community that share the same social values as we do. There is nothing like a feeling of ownership to motivate an individual to offer us a brilliant idea, assistance with a gap in our capabilities or a simple vote of confidence. We want investors who believe in our vision and will be champions for our existing Crew.

 

Capitalisation table for Downlights Limited

 

 

Pre-Share Offer

Post-Share Offer (Minimum)

Post-Share Offer (Maximum)

Investor

No. of Shares

Percentage

No. of Shares

Percentage

No. of Shares

Percentage

Jennifer Del Bel

663,930

60.4%

663,930

50.6%

663,930

43.5%

Tony Sykes / Sykes Family Trust

257,462

23.4%

257,462

19.6%

257,462

16.9%

Amanda Jordan

80,000

7.3%

80,000

6.1%

80,000

5.2%

Other wholesale investors*

98,607

9.0%

111,607

8.5%

124,607

8.2%

Crowd investors

0

0%

200,000

15.2%

400,000

26.2%

Total

1,099,999

100.0%

1,312,999

100.0%

1,525,999

100.0%

* As part of the crowdfunding raising, one wholesale investor will also increase its stake in the company to between 1% and 1.7%

 

Share classes

Non-voting Shares, “Investor shares” ($300-$24,999)

These shares do not give the investor voting rights at shareholder meetings. However, to ensure core rights are protected, Investor shareholders receive the right to one vote when there is a resolution or proposal:

that will affect the rights to the Investor Shares

put the company into liquidation

for the disposal of the whole, or a material part, of the property, business and undertaking of Downlights Ltd.

 

Non-voting shares will give the holders:

The right to an equal share in dividends and other distributions made by Downlights Ltd.

The right to an equal share in the distribution of assets of Downlights Ltd.

 

Voting Shares, “Ordinary Shares” ($25,000 +)

• The investor has voting shares and full voting rights.

 

We encourage you to read our constitution prior to pledging for shares.

 

 

 

Financial commentary

The actual pro-forma profit & loss statement for the half-year ended 30 September 2019 shows the actual financial results for Downlights and Illumina combined as if Downlights had owned Illumina for that period. In fact, Downlights only completed the acquisition of the assets and business of Illumina in February 2020.

 

The projected half-year results for the six months ended 31 March 2020 and the full-year projections for the year ended 31 March 2020 also assume that Illumina had been owned by Downlights for the entire period.

 

The projections for revenue for the years ended March 2021 and 2022 have been constructed by the Board of Directors, considering the likely revenue trajectory from each of the company’s existing sales channels – school sales, retail sales, corporate sales, contract manufacturing, direct / market sales and online sales. The relevant percentages from each of these sales channels are discussed further on page 19. The Board believes that the sales projections are achievable and are based on uplifts in sales volumes which the company can achieve.

 

Gross margins are based on costs of good sold remaining relatively constant, although the material costs of production will be improved through the installation of new equipment (such as a wax melter) at the new factory, which is a major use of the proceeds from this Share Offer. Overall gross margins are projected to improve from 67% in the 2020 financial year, to 76% in 2021 and 78% in 2022.

 

Operating costs are expected to increase as the company grows. To date, none of the founders have been paid by the company and our ability to employ as many part-time Crew as we would like has been limited. Our 2021 and 2022 projections allow for the payment of all employees at rates seen as appropriate by the Board of Directors. We have assumed that these rates will stay constant in 2022.

 

The 2021 and 2022 financial years see a significant increase in the EBITDA of the Company as scale lifts. We expect subsequent years to see earnings grow further.

 

Download the full Information Memorandum to view our historic and forecast financial information, and our Balance Sheet as at 31 December 2019.

 

Management team

JENNIFER DEL BEL: Co-founder

 

With six years candle manufacturing up her sleeve, Jennifer has the necessary skill set to produce a high quality candle, with long, even burning time and optimal scent throw. She has established essential reliable suppliers of quality ingredients and built strategic alliances for Downlights that help provide a promising future. She is passionate and committed to the brand and puts her heart and soul into nurturing the young adults that join the team.

 

Jennifer is a natural born seller with a creative mind that thrives on new product development and market research. She has surrounded herself with a strong team, including Amanda Jordan, Karrina Mountfort, Dave Sauvage and Henward Tan and she would like to take this opportunity to acknowledge their dedication to Downlights.

 

AMANDA JORDAN: Marketing

 

A veteran of the media, advertising and tech industry Amanda will be directing our marketing, PR and partnerships activities. What she lacks in candle making experience she makes up for with a collection of skills including business and go-to-market planning, financial planning and partnership development. Originally spending 5 years in media planning/buying with OMD New Zealand across a portfolio of FMCG and entertainment clients, she then moved to NZME before moving to Sydney for a role with Google. Amanda has since transferred back to New Zealand and moved into the strategic partnerships team, but even after a number of years a slight Australian accent has lingered. Amanda is also a director and advisor to Gallagher Talent Solutions and non-profit AI start-up Citizen AI. Amanda has joined Downlights as a shareholder and director as of January 2020.

 

TONY AND EMMA SYKES: Co-founders

Tony and Emma are a co-founders of Downlights and their story touched the heart of people all over the world. Emma (and now her sister Nicki) assist with candle manufacturing and public events. Tony plays an essential role in manufacturing and dispatch. Most importantly, he attends all major events with Emma and Nicki to support the growth of the brand, and the development of social skills for his daughters.

 

KARRINA MOUNTFORT: Webbased

Karrina, from Webbased, manages our digital marketing. Webbased are a full service online optimisation agency, working with businesses to build an optimised presence online to gain visibility and generate enquiry online. They do this by first building a website that is fully Google optimised and then the implementation of ongoing services across digital marketing channels where customers are searching.

 

DAVE SAUVAGE: Sauvage Design

Dave Sauvage from Sauvage Design is the graphic designer for Downlights. We will continue to utilise Sauvage Design long term to be consistent with the standard of presentation he has given Downlights. Sauvage Design is a boutique graphic design consultancy established in 1995. Dave and his team in Grey Lynn, Auckland and are a creative, dedicated team who pride themselves on achieving creative and effective results for their clients. Their expertise cover all areas of visual communication from corporate identity and promotional literature to packaging and website design.

 

HENWARD TAN: Socia_light NZ

Socia_light NZ’s role is to assist the Downlights Instagram feed reach more and targeted audiences by utilising the algorithm efficiencies of the app. They enhance organic reach by capitalising on the app’s own algorithms.

 

 

The MOXIE crew

MOXIE stands for Meaningful Opportunities X-ing Into Employment.

 

The MOXIE crew visits Downlights every Tuesday for a 4 hour work experience extraordinaire. A team of 4 learn new skills every week to help build their confidence, and their resumes in an effort to assist them on their journey to being a valuable member of the work force.

 

Many of these individuals have potential to be long term employees of Downlights, which will open new spaces for new MOXIE crew to join. MOXIE currently has an extensive wait list of individuals looking for skill placements.

 

 

 

 

 

Risks and Mitigation

Increased production cost due to extra time required to assist - Purchase of the new Coogar Wax Melter will decrease manufacturing time by over 30%, increasing productivity and profit margins

 

Small size of factory limits growth - Downlights is moving into a new premises on 1 April, 2020, with room for growth

 

Cost of international courier fees for web-based sales - Downlights has a meeting booked with New Zealand Post to discuss improved international rates

 

Insufficient staff - A successful capital raise will allow for the introduction of more employees to help manage growth

 

Loss of Key Staff - Downlights have in place procedures for all aspects of manufacturing and dispatch to facilitate transition of a new employee or role change of an existing employee. These procedures include charts for: wick sizes, scent loads, temperatures etc. Packing protocols are sent in place for dispatching of web orders and retail orders with full instructions on how to use Go Sweet Spot (our courier). Additionally, Tony has been upskilled to manage all aspects of manufacturing and dispatch. In a worst case scenario, we can outsource manufacturing and request our team assist in the manufacturing process. Additionally, Google drive has been introduced to house all relevant material, including all marketing plans, box outlines, contacts etc.

 

Economic Downturn - If a downturn were to occur in the economy, there are cost saving strategies in place to reduce expenditure to help ensure the company is operating at its best capacity. The introduction of the new wax melter significantly increases our margins and production speed, allowing for time to be allocated to diversifying income channels. We will keep a close eye on accounts to ensure we have all necessary measures in place.

 

Crowded Market Place - Downlights’ points of difference make it a stand out in the existing market place. If it experiences any issues making a firm place in the current market, we will implement new products to diversify our range and

stay relevant.

 

Cashflow - The risk of not having enough cashflow to meet obligations - We are committed to reaching the targets we have set. Any late payments will be chased up, either in-house or by an outsourced agency. We have a strong relationship with ASB and will continue to work closely with them. We are also thrifty and will use existing capital wisely to ensure this is a minimal risk.


Wax Shortage - The six-year relationship Illumina has with its wax supplier ensures that they store an excess of 10 pallets of wax for us to draw down on. This volume of wax is high in order to prevent any shortage of wax in anticipation of a large order or delay in shipping.

 

Note from PledgeMe 

We have completed a Veda check on the company and their Directors, as well as a Google check. There were no adverse findings.

 

 

 

Updates 1

Our equity crowdfunding campaign for Downlights is live!

23/03/2020 at 1:33 PM

Kia ora,

We’re live! Here’s the link to our campaign: https://pledgeme.co.nz/investments/390

If you’re interested in investing in Downlights, please head over to our campaign page now (if you aren't on here already!)

If you need some help investing, here are instructions on how to do that: https://guide.pledgeme.co.nz/how-to-invest. You can also email PledgeMe on [email protected] for support.

And, please join us for our Facebook Live at 8pm tonight. Our team will be celebrating the birth of our campaign, and the birth of Jenn’s daughter :) You can join the party by clicking this link. Celebrate with us, ask any questions, and be a part of our crowd.

Cheers,
Jenn and the Downlights Crew

    Details

    Offer Details

    Current Valuation 825,000
    Raise Minimum 150,000
    Raise Maximum 300,000
    Share Price 0.75
    Maximum Shares Offered 400,000
    Explanation of valuation:

    Valuation of Downlights was undertaken by the company Directors with internal and external input. We have valued Downlights at $825,000 before the share offer is completed.
    • We have formulated medium and long term projections for the company, assuming the impact of the share offer on Downlights’ ability to manufacture and distribute more product as well as provide employment and training opportunities for young people with Down syndrome and intellectual or learning disabilities.
    • The methodology used to value Downlights from the projections was to capitalise the revenue and earnings (EBITDA) of the company at multiples the Directors considered reasonable, considering the multiples applied in recent equity crowdfundings thought most comparable to Downlights.

    Financial Summary

    Prev Year Current Year Est. FY 2021 Est. FY 2022
    Revenue NZ $32,169 NZ $192,200 NZ $428,200 NZ $469,300
    Operating Expenses NZ $21,729 NZ $142,500 NZ $263,400 NZ $269,700
    EBITDA -NZ $29,539 -NZ $14,400 NZ $61,600 NZ $94,700
    Net Profit -NZ $30,837 -NZ $17,100 NZ $52,000 NZ $82,500

    Company Details

    Company Name: Downlights Limited

    Company Number: 6843496

    Company details are currently being synced with the Companies Office, please wait.

    Company Documents

    Downlights_Limited_Constitution_.pdf

    (application/pdf, 713 KB, uploaded 22 March 2020)

    Downlights_Limited_Financial_Information.pdf

    (application/pdf, 27.8 KB, uploaded 22 March 2020)

    Certificate_of_Incorporation_-_Downlights_Limited.pdf

    (application/pdf, 587 KB, uploaded 22 March 2020)

    Company_Extract_-_Downlights_Limited.pdf

    (application/pdf, 746 KB, uploaded 22 March 2020)

    Information_Memorandum_-_Downlights_Limited.pdf

    (application/pdf, 2.79 MB, uploaded 22 March 2020)

    2019_Profit_and_Loss_Accounts_Downlights_Ltd.pdf

    (application/pdf, 1.1 MB, uploaded 25 March 2020)

    Director Details

    Name Role Profile URL Invested?
    Jennifer Del Bel Founder and Director https://www.linkedin.com/in/jennifer-del-bel-08349578/
    Amanda Jordan Director https://www.linkedin.com/in/amanda-jordan-gallagher/

    Questions

    Ask a Question (You must login to ask a question)

    Pledgers 15

    Puleikiua Tasmania
    2020-03-29 01:44:20 +1300
    Natalie Scollay
    2020-03-28 15:27:24 +1300
    Robyne Cooper
    2020-03-27 16:01:03 +1300

    "Fabulous People, Employing Fabulous People To Make Fabulous Products - Whats Not To Love!"

    Paul Arraj
    2020-03-27 10:30:59 +1300
    Geoff Dalbeth
    2020-03-27 07:23:09 +1300

    "I love your candles and the concept. Well done."

    Liz HowePledgeMe Staff
    2020-03-26 20:44:57 +1300
    Dennis Marshall
    2020-03-26 18:27:05 +1300

    "Great cause - best of luck!"

    martin garrood
    2020-03-26 18:12:25 +1300

    "I am really pleased to be able to support such an excellent venture"

    Bevan Wallace
    2020-03-26 18:10:09 +1300
    Nathan Callaghan
    2020-03-26 17:31:59 +1300

    "This makes me happy"

    Robert Donaldson
    2020-03-26 16:52:11 +1300

    "I am delighted to be associated with this campaign."

    James Dixon
    2020-03-24 11:37:17 +1300
    Jennifer Del Bel
    2020-03-23 13:04:55 +1300

    "Love Mom and Bob."

    Paula NightingalePledgeMe Staff
    2020-03-23 12:27:32 +1300

    "Such a lovely campaign to support!"

    Anna GuentherPledgeMe Staff
    2020-03-23 12:09:40 +1300

    "Wahoo! So excited to be able to support this :)"

    Downlights Limited

    Letter from Jennifer

    Childhood memories of my grandmother’s dressing table adorned with crystal bowls that were filled with her antique jewelry became the signature look of Illumina. The first fragrances I developed were reminders of my life in Canada. Nothing can compare to the soft glow and the sweet aroma that candles can bring to a room invoking memories.

     

    I lived Illumina for the past six years and enjoyed every moment of it but I still wanted my love and passion to be a part of something even more purposeful and fulfilling.

     

    It was serendipity that I was introduced to Tony and Emma Sykes in 2018. Their story of struggle combined with frustration and rejection when Emma, who has Downs Syndrome, was looking for work was the start up spirit for Downlights. No one can choose how we are born. We all have one thing in common, we are all soulful beings who contribute to this world in different ways. Every one of us is unique and a treasure. Just like puzzles, we are all different pieces which together make a whole. I believe living life with love as our guide is our purpose on earth. To be consciously aware of it and to experience love in ourselves and others is the meaning of life.

     

    Today my heart is full of joy as I am fortunate enough to live my belief and I am proud to provide my knowledge, passion and values as a guiding light to all youth joining Downlights. Downlights has impacted so many lives and brought good to so many people. We remain future oriented as the future belongs to those who believe in the beauty of their dreams.

     

    We translate vision into capacity, creating a promising future in hope to inspire others to do the same. I would like to thank you for your time and consideration of investing in Downlights. We are very confident in our products and we know we will grow and you will be able to follow our success and grow with us.

     

    Jennifer Del Bel

    Jennifer Del Bel

     

    Background

     

    In 2017, Emma Sykes, who has Down syndrome, completed her final year at Sommerville Special School at the age of 21. Her father, Tony, helped Emma look for a job, only to be turned down by every business, large or small. Tony expected it would be difficult as Emma is largely non-verbal, but he wanted his daughter to have a fulfilling life. This led to the idea of making candles as a hobby. It was at this point that Tony discovered it was not as easy as he thought, so he looked for help and was directed to Jennifer Del Bel from Illumina Soy Candles (Illumina), who had six years of experience in the industry. This was the beginning of an unexpected journey.

     

     

    Jennifer began to work with Emma and Tony, offering guidance and the use of her work premises, raw materials and ingredients to see if Emma could manage the skill set required to hand pour a quality candle. It became immediately clear that Emma was benefiting on so many levels from the experience, so together, they made enough products to allow Emma to sell a small range of candles at a local market in Beachlands. Pohutukawa Coast Times ran an article on Emma and overnight a star was born. The market was a sell out and shortly after, a segment aired on Seven Sharp with Tim Wilson, catapulting the newly named business into international recognition.

     

    Over the next 18 months, Jennifer used her knowledge and experience from Illumina to develop a mid-priced soy candle range that was of exacting standards to sell across local markets in New Zealand. Using Illumina’s IP and historical contacts resulted in a luxury, high quality hand poured soy candle range with signature fragrances that impressed customers. Strategic alliances were formed with the Lindsay Foundation, Life Education Trust and the ASB Bank. Award nominations followed and numerous articles nationally and internationally were written with a YouTube clip by Star Trek’s George Takei boasting 1.4 million views in 24 hours, further contributing to the growth of the brand. It became apparent that Emma was a symbol of hope for all, and Downlights forged forward, setting an example for other companies and individuals.

     

    The introduction of the MOXIE crew in early 2019 (and Emma’s sister Nicki) broadened our scope as we began to offer work experience programmes not only to young adults with Down syndrome, but also with intellectual or learning disabilities. The success of this programme has benefited many, beyond the walls of the small candle factory, and will continue to do so.

     

    We are proud to be on Ākina’s social procurement platform fwd:, as a certified social enterprise. We are passionate about our people and the community. The establishment of Downlights Charitable Trust in early 2020 allows for the donation of NZ$1 from every candle sold to our beneficiaries, the New Zealand Down Syndrome Association and Recreate NZ.

     

    We complete our circle of giving with our fundraising division, which offers schools and community clubs the opportunity to sell our candles to raise funds for their essential projects.

     

     

     

    The range

    Under our company we have a total of 13 luxury Illumina Stock Keeping Units (“SKUs”) and 20 SKUs for Downlights with the launch of three new Downlights Mini Candles and a NEW Mother’s Day Fragrance debuting at the Gift Fair, mid March, 2020. Our core product line is candles, but we also sell candle accessories and reed diffusers, plus we offer a candle refill service from Urban Herbalist in Orakei Bay Village. We offer a more affordable range of products for Downlights Fundraising, Pop-ups and markets, to maintain a high end position in retail outlets. New product development is well underway for 2020 with a few surprises we will keep up our sleeves for now.

     

    WHY SOY? The soy wax we use in our candles satisfies eco-conscious consumers because it is 100% biodegradable, non-toxic, and GMO-free. Our candles also have wicks that are lead and zinc-free. Our wax provides an even, clean burn with incredible scent throw and the longest possible burn time for each fragrance, candle or soy melt.

    THE PRODUCTS

    The highest level of quality control has been maintained over the years through our wick testing procedures along with a three point check system for every hand poured candle before it leaves our factory. Each and every candle is lovingly hand poured and all aspects of production are completed by one of our crew according to their unique capabilities. The result is a high quality essential lifestyle product with an emotional appeal and range of signature scents that leave a lasting impression.

     

    Market opportunity

    The world has a love affair with candles. The scented candle market is estimated to reach between US$ 11.7B in 2025 CAGR 5.5% (Source: Research and Markets). For reference, the entire retail category is estimated to grow at 4% during the same period. (Source: Statista). In Australia, the Australian scented candle market is worth $200 million dollars per annum.

     

    Six years of IP from acquiring the assets of Illumina have given Downlights a significant head start. Jennifer has been working with Francois Merle-Baudoin, a fifth-generation award-winning French perfumer from the internationally famous Grasse parfumeries in the French Cote D’ Azure, to create bespoke fragrances for Downlights.

     

     

     

    How we are different - products, people and planet

    The growth plan

    We are fortunate that Downlights has not started from the ground up. It started half way there with the solid base provided from Illumina. Set in place is a solid business structure with a strong point of difference due to its socially conscious core which defines and distinguishes the brand on the global candle market. We will remain steadfast to our values as we strive to solidify growth according to our capacity within New Zealand, then beyond.

     

    Research and development is carefully considered to position our products and price points within the reaches of the markets we are targeting. Add to this a keen awareness to adhere to the design principles that distinguish the brand and the focus on our Point of Difference and we will hold a strong place in the market. Quality will always be at the forefront coupled with new product and fragrance releases according to the season and the trends.

     

    Downlights will maintain direct sales as attendance at public events such as the Auckland Home Show and General Collective Market provide our Crew with valuable work place experience and we are committed to empowering our staff. In 2020, we look forward to continuing our relationship as a contract manufacturer to Life Education Trust, as well as the luxury gift store and hotel clients from Illumina’s repertoire. Assuming a successful capital raise, this is an area that will be pursued long term. The candle refill service we provide and the fundraising division offer promising avenues for growth that are not limited to Auckland, as does our position on Ākina’s fwd: platform.

     

    Additionally, we made our debut on the retail front March 7th, as PechaKucha guest speakers as well as exhibiting at New Zealand’s Winter Gift and Homeware sale. We will attend the Spring fair in September with an exciting new range to help us introduce the beginnings of a more diverse range to assist with expansion into Australia in 2022.

     

    Our growth is limited by our ability to expand and a successful capital raising is the pivoting point for Downlights to become a national success story at home as well as in Australia. There is a strong team behind this brand with dedicated supporting contractors who all believe in our journey. Together, we are committed to the dream of creating an internationally distributed candle company that makes a qualifiable difference to the greater community.

     

     

     

     

    Use of capital

    Downlights is looking to raise between $150,000 and $300,000 to fund its growth plans. This raising adds to the $100,000 raised at the start of 2020 from wholesale investors and existing shareholders. The $100,000 raising allowed Downlights to complete the acquisition and integration of Illumina as well as  adding to the company’s working capital.

     

     

    Minimum Raise

    Maximum Raise

    Fixed Assets for new factory - New Coogar Wax melter

    $39,000

    $39,000

    New factory fitout - Air conditioning/heating + installation, wheel chair access
    to building and restrooms, industrial shelving, work tables, computers, additional manufacturing equipment (new jugs, thermometers etc.)

    $36,000

    $36,000

    Manufacturing capability – providing more employment opportunities for our part time employees

    $40,000

    $60,000

    Repayment of Start-up Loans

    $0

    $50,000

    Capital Raising Costs

    $20,000

    $30,000

    Accumulated Working Capital requirement not covered by earnings

    $15,000

    $85,000

     

     

    In addition to the capital raising, Downlights will continue to use overdraft facilities. Read more in our Information Memorandum.

     

     

     

    Why we’re crowdfunding

    Downlights needs additional capital to fund its growth and meet our goals of providing training and employment opportunities for young adults with Down syndrome and other intellectual or learning difficulties. While we have successfully raised $100,000 from wholesale investors in late 2019 to meet our immediate needs, we need to add to that with crowdfunding because the wider reach of crowdfunding will provide us with the opportunity to expand, employ more people and have adequate working capital to see us through our growth.

     

    We believe crowdfunding through PledgeMe will provide Downlights with an opportunity to bring on board members of the community that share the same social values as we do. There is nothing like a feeling of ownership to motivate an individual to offer us a brilliant idea, assistance with a gap in our capabilities or a simple vote of confidence. We want investors who believe in our vision and will be champions for our existing Crew.

     

    Capitalisation table for Downlights Limited

     

     

    Pre-Share Offer

    Post-Share Offer (Minimum)

    Post-Share Offer (Maximum)

    Investor

    No. of Shares

    Percentage

    No. of Shares

    Percentage

    No. of Shares

    Percentage

    Jennifer Del Bel

    663,930

    60.4%

    663,930

    50.6%

    663,930

    43.5%

    Tony Sykes / Sykes Family Trust

    257,462

    23.4%

    257,462

    19.6%

    257,462

    16.9%

    Amanda Jordan

    80,000

    7.3%

    80,000

    6.1%

    80,000

    5.2%

    Other wholesale investors*

    98,607

    9.0%

    111,607

    8.5%

    124,607

    8.2%

    Crowd investors

    0

    0%

    200,000

    15.2%

    400,000

    26.2%

    Total

    1,099,999

    100.0%

    1,312,999

    100.0%

    1,525,999

    100.0%

    * As part of the crowdfunding raising, one wholesale investor will also increase its stake in the company to between 1% and 1.7%

     

    Share classes

    Non-voting Shares, “Investor shares” ($300-$24,999)

    These shares do not give the investor voting rights at shareholder meetings. However, to ensure core rights are protected, Investor shareholders receive the right to one vote when there is a resolution or proposal:

    that will affect the rights to the Investor Shares

    put the company into liquidation

    for the disposal of the whole, or a material part, of the property, business and undertaking of Downlights Ltd.

     

    Non-voting shares will give the holders:

    The right to an equal share in dividends and other distributions made by Downlights Ltd.

    The right to an equal share in the distribution of assets of Downlights Ltd.

     

    Voting Shares, “Ordinary Shares” ($25,000 +)

    • The investor has voting shares and full voting rights.

     

    We encourage you to read our constitution prior to pledging for shares.

     

     

     

    Financial commentary

    The actual pro-forma profit & loss statement for the half-year ended 30 September 2019 shows the actual financial results for Downlights and Illumina combined as if Downlights had owned Illumina for that period. In fact, Downlights only completed the acquisition of the assets and business of Illumina in February 2020.

     

    The projected half-year results for the six months ended 31 March 2020 and the full-year projections for the year ended 31 March 2020 also assume that Illumina had been owned by Downlights for the entire period.

     

    The projections for revenue for the years ended March 2021 and 2022 have been constructed by the Board of Directors, considering the likely revenue trajectory from each of the company’s existing sales channels – school sales, retail sales, corporate sales, contract manufacturing, direct / market sales and online sales. The relevant percentages from each of these sales channels are discussed further on page 19. The Board believes that the sales projections are achievable and are based on uplifts in sales volumes which the company can achieve.

     

    Gross margins are based on costs of good sold remaining relatively constant, although the material costs of production will be improved through the installation of new equipment (such as a wax melter) at the new factory, which is a major use of the proceeds from this Share Offer. Overall gross margins are projected to improve from 67% in the 2020 financial year, to 76% in 2021 and 78% in 2022.

     

    Operating costs are expected to increase as the company grows. To date, none of the founders have been paid by the company and our ability to employ as many part-time Crew as we would like has been limited. Our 2021 and 2022 projections allow for the payment of all employees at rates seen as appropriate by the Board of Directors. We have assumed that these rates will stay constant in 2022.

     

    The 2021 and 2022 financial years see a significant increase in the EBITDA of the Company as scale lifts. We expect subsequent years to see earnings grow further.

     

    Download the full Information Memorandum to view our historic and forecast financial information, and our Balance Sheet as at 31 December 2019.

     

    Management team

    JENNIFER DEL BEL: Co-founder

     

    With six years candle manufacturing up her sleeve, Jennifer has the necessary skill set to produce a high quality candle, with long, even burning time and optimal scent throw. She has established essential reliable suppliers of quality ingredients and built strategic alliances for Downlights that help provide a promising future. She is passionate and committed to the brand and puts her heart and soul into nurturing the young adults that join the team.

     

    Jennifer is a natural born seller with a creative mind that thrives on new product development and market research. She has surrounded herself with a strong team, including Amanda Jordan, Karrina Mountfort, Dave Sauvage and Henward Tan and she would like to take this opportunity to acknowledge their dedication to Downlights.

     

    AMANDA JORDAN: Marketing

     

    A veteran of the media, advertising and tech industry Amanda will be directing our marketing, PR and partnerships activities. What she lacks in candle making experience she makes up for with a collection of skills including business and go-to-market planning, financial planning and partnership development. Originally spending 5 years in media planning/buying with OMD New Zealand across a portfolio of FMCG and entertainment clients, she then moved to NZME before moving to Sydney for a role with Google. Amanda has since transferred back to New Zealand and moved into the strategic partnerships team, but even after a number of years a slight Australian accent has lingered. Amanda is also a director and advisor to Gallagher Talent Solutions and non-profit AI start-up Citizen AI. Amanda has joined Downlights as a shareholder and director as of January 2020.

     

    TONY AND EMMA SYKES: Co-founders

    Tony and Emma are a co-founders of Downlights and their story touched the heart of people all over the world. Emma (and now her sister Nicki) assist with candle manufacturing and public events. Tony plays an essential role in manufacturing and dispatch. Most importantly, he attends all major events with Emma and Nicki to support the growth of the brand, and the development of social skills for his daughters.

     

    KARRINA MOUNTFORT: Webbased

    Karrina, from Webbased, manages our digital marketing. Webbased are a full service online optimisation agency, working with businesses to build an optimised presence online to gain visibility and generate enquiry online. They do this by first building a website that is fully Google optimised and then the implementation of ongoing services across digital marketing channels where customers are searching.

     

    DAVE SAUVAGE: Sauvage Design

    Dave Sauvage from Sauvage Design is the graphic designer for Downlights. We will continue to utilise Sauvage Design long term to be consistent with the standard of presentation he has given Downlights. Sauvage Design is a boutique graphic design consultancy established in 1995. Dave and his team in Grey Lynn, Auckland and are a creative, dedicated team who pride themselves on achieving creative and effective results for their clients. Their expertise cover all areas of visual communication from corporate identity and promotional literature to packaging and website design.

     

    HENWARD TAN: Socia_light NZ

    Socia_light NZ’s role is to assist the Downlights Instagram feed reach more and targeted audiences by utilising the algorithm efficiencies of the app. They enhance organic reach by capitalising on the app’s own algorithms.

     

     

    The MOXIE crew

    MOXIE stands for Meaningful Opportunities X-ing Into Employment.

     

    The MOXIE crew visits Downlights every Tuesday for a 4 hour work experience extraordinaire. A team of 4 learn new skills every week to help build their confidence, and their resumes in an effort to assist them on their journey to being a valuable member of the work force.

     

    Many of these individuals have potential to be long term employees of Downlights, which will open new spaces for new MOXIE crew to join. MOXIE currently has an extensive wait list of individuals looking for skill placements.

     

     

     

     

     

    Risks and Mitigation

    Increased production cost due to extra time required to assist - Purchase of the new Coogar Wax Melter will decrease manufacturing time by over 30%, increasing productivity and profit margins

     

    Small size of factory limits growth - Downlights is moving into a new premises on 1 April, 2020, with room for growth

     

    Cost of international courier fees for web-based sales - Downlights has a meeting booked with New Zealand Post to discuss improved international rates

     

    Insufficient staff - A successful capital raise will allow for the introduction of more employees to help manage growth

     

    Loss of Key Staff - Downlights have in place procedures for all aspects of manufacturing and dispatch to facilitate transition of a new employee or role change of an existing employee. These procedures include charts for: wick sizes, scent loads, temperatures etc. Packing protocols are sent in place for dispatching of web orders and retail orders with full instructions on how to use Go Sweet Spot (our courier). Additionally, Tony has been upskilled to manage all aspects of manufacturing and dispatch. In a worst case scenario, we can outsource manufacturing and request our team assist in the manufacturing process. Additionally, Google drive has been introduced to house all relevant material, including all marketing plans, box outlines, contacts etc.

     

    Economic Downturn - If a downturn were to occur in the economy, there are cost saving strategies in place to reduce expenditure to help ensure the company is operating at its best capacity. The introduction of the new wax melter significantly increases our margins and production speed, allowing for time to be allocated to diversifying income channels. We will keep a close eye on accounts to ensure we have all necessary measures in place.

     

    Crowded Market Place - Downlights’ points of difference make it a stand out in the existing market place. If it experiences any issues making a firm place in the current market, we will implement new products to diversify our range and

    stay relevant.

     

    Cashflow - The risk of not having enough cashflow to meet obligations - We are committed to reaching the targets we have set. Any late payments will be chased up, either in-house or by an outsourced agency. We have a strong relationship with ASB and will continue to work closely with them. We are also thrifty and will use existing capital wisely to ensure this is a minimal risk.


    Wax Shortage - The six-year relationship Illumina has with its wax supplier ensures that they store an excess of 10 pallets of wax for us to draw down on. This volume of wax is high in order to prevent any shortage of wax in anticipation of a large order or delay in shipping.

     

    Note from PledgeMe 

    We have completed a Veda check on the company and their Directors, as well as a Google check. There were no adverse findings.

     

     

     

    Our equity crowdfunding campaign for Downlights is live!

    23/03/2020 at 1:33 PM

    Kia ora,

    We’re live! Here’s the link to our campaign: https://pledgeme.co.nz/investments/390

    If you’re interested in investing in Downlights, please head over to our campaign page now (if you aren't on here already!)

    If you need some help investing, here are instructions on how to do that: https://guide.pledgeme.co.nz/how-to-invest. You can also email PledgeMe on [email protected] for support.

    And, please join us for our Facebook Live at 8pm tonight. Our team will be celebrating the birth of our campaign, and the birth of Jenn’s daughter :) You can join the party by clicking this link. Celebrate with us, ask any questions, and be a part of our crowd.

    Cheers,
    Jenn and the Downlights Crew

      Offer Details

      Current Valuation 825,000
      Raise Minimum 150,000
      Raise Maximum 300,000
      Share Price 0.75
      Maximum Shares Offered 400,000
      Explanation of valuation:

      Valuation of Downlights was undertaken by the company Directors with internal and external input. We have valued Downlights at $825,000 before the share offer is completed.
      • We have formulated medium and long term projections for the company, assuming the impact of the share offer on Downlights’ ability to manufacture and distribute more product as well as provide employment and training opportunities for young people with Down syndrome and intellectual or learning disabilities.
      • The methodology used to value Downlights from the projections was to capitalise the revenue and earnings (EBITDA) of the company at multiples the Directors considered reasonable, considering the multiples applied in recent equity crowdfundings thought most comparable to Downlights.

      Financial Summary

      Prev Year Current Year Est. FY 2021 Est. FY 2022
      Revenue NZ $32,169 NZ $192,200 NZ $428,200 NZ $469,300
      Operating Expenses NZ $21,729 NZ $142,500 NZ $263,400 NZ $269,700
      EBITDA -NZ $29,539 -NZ $14,400 NZ $61,600 NZ $94,700
      Net Profit -NZ $30,837 -NZ $17,100 NZ $52,000 NZ $82,500

      Company Details

      Company Name: Downlights Limited

      Company Number: 6843496

      Company details are currently being synced with the Companies Office, please wait.

      Company Documents

      Downlights_Limited_Constitution_.pdf

      (application/pdf, 713 KB, uploaded 22 March 2020)

      Downlights_Limited_Financial_Information.pdf

      (application/pdf, 27.8 KB, uploaded 22 March 2020)

      Certificate_of_Incorporation_-_Downlights_Limited.pdf

      (application/pdf, 587 KB, uploaded 22 March 2020)

      Company_Extract_-_Downlights_Limited.pdf

      (application/pdf, 746 KB, uploaded 22 March 2020)

      Information_Memorandum_-_Downlights_Limited.pdf

      (application/pdf, 2.79 MB, uploaded 22 March 2020)

      2019_Profit_and_Loss_Accounts_Downlights_Ltd.pdf

      (application/pdf, 1.1 MB, uploaded 25 March 2020)

      Director Details

      Name Role Profile URL Invested?
      Jennifer Del Bel Founder and Director https://www.linkedin.com/in/jennifer-del-bel-08349578/
      Amanda Jordan Director https://www.linkedin.com/in/amanda-jordan-gallagher/

      Ask a Question (You must login to ask a question)

      Puleikiua Tasmania
      2020-03-29 01:44:20 +1300
      Natalie Scollay
      2020-03-28 15:27:24 +1300
      Robyne Cooper
      2020-03-27 16:01:03 +1300

      "Fabulous People, Employing Fabulous People To Make Fabulous Products - Whats Not To Love!"

      Paul Arraj
      2020-03-27 10:30:59 +1300
      Geoff Dalbeth
      2020-03-27 07:23:09 +1300

      "I love your candles and the concept. Well done."

      Liz HowePledgeMe Staff
      2020-03-26 20:44:57 +1300
      Dennis Marshall
      2020-03-26 18:27:05 +1300

      "Great cause - best of luck!"

      martin garrood
      2020-03-26 18:12:25 +1300

      "I am really pleased to be able to support such an excellent venture"

      Bevan Wallace
      2020-03-26 18:10:09 +1300
      Nathan Callaghan
      2020-03-26 17:31:59 +1300

      "This makes me happy"

      Robert Donaldson
      2020-03-26 16:52:11 +1300

      "I am delighted to be associated with this campaign."

      James Dixon
      2020-03-24 11:37:17 +1300
      Jennifer Del Bel
      2020-03-23 13:04:55 +1300

      "Love Mom and Bob."

      Paula NightingalePledgeMe Staff
      2020-03-23 12:27:32 +1300

      "Such a lovely campaign to support!"

      Anna GuentherPledgeMe Staff
      2020-03-23 12:09:40 +1300

      "Wahoo! So excited to be able to support this :)"

      Equity Offer

      From NZ $150,000 for 15.4%

      Up to NZ $300,000 for 26.7%

      Share Offer

      Up to 400,000 Shares

      at NZ $0.75 per Share

      Investor Perks

      (Determined by your pledge amount)

      Investor Shares

      NZ $300.00+

      These shares do not give the investor voting rights at shareholder meetings. However, to ensure core rights are protected, Investor shareholders receive the right to one vote when there is a resolution or proposal that will affect the rights to the Investor Shares, or put the company into liquidation for the disposal of the whole, or a material part, of the property, business and undertaking of Downlights Ltd. Non-voting shares will give the holders the right to an equal share in dividends and other distributions made by Downlights Ltd, and the right to an equal share in the distribution of assets of Downlights Ltd. Each shareholder will receive a life-long 20% off all products purchased on our website for the duration of their shareholding.

      Ordinary Shares

      NZ $25,000.50+

      The investor has voting shares and full voting rights plus a life-long 20% discount off all products purchased on our website for the duration of their shareholding.

      Warning statement about equity crowdfunding

      Equity crowdfunding is risky.

      Issuers using this facility include new or rapidly growing ventures. Investment in these types of business is very speculative and carries high risks.

      You may lose your entire investment, and must be in a position to bear this risk without undue hardship.

      New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

      The usual rules do not apply to offers by issuers using this facility. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

      Ask questions, read all information given carefully, and seek independent financial advice before committing yourself.