Smart in every way
BAUNAT is an online diamond jewellery brand, which designs, develops, manufactures, promotes, markets and sells online and in its own showrooms. BAUNAT is a branded solely owned diamond jewellery, with the brand-name protected under trademark worldwide.
BAUNAT wants to become a unique, qualitative and trustworthy global online diamond jewellery brand, catering to the smart buyer, by offering unbeatable prices and timeless designs.
Stefaan Mouradian, Co-founder & CEO of Baunat
BAUNAT was founded in 2008 in Antwerp, Belgium, home to the finest and most talented craftsmen in the diamond industry, and the world centre of the diamond trade since 1447. The experience, passion and skills in the Antwerp diamond district are incomparable to any other city in the world. Our entire team works in close cooperation and is focused on delivering high quality jewellery worthy of the city of Antwerp and the exceptional BAUNAT quality standard.
Today, after 7 consecutive double digit growth years, all foundations are set to roll out BAUNAT as a global brand: a loyal and growing client base spread over more than 50 countries, a balanced bricks & clicks distribution model, a unique price-quality value proposition, jewellery fabrication, design meeting the highest European standards and a flagship 7-language website.
We have achieved this thanks to our talented, committed & international team, driven by the unique BAUNAT corporate culture.
Over the coming years the prime strategic goal lies in marketing acceleration in order to safeguard and solidify BAUNAT’s ‘first mover’ edge in the unexplored segment of global online diamond jewellery brands.
The medium term strategic goal of 3 to 5 years is to propel the uniqueness of our brand above the “Global Radar” and to become attractive in terms of acquisition for a large variety of players across different industries: large jewellery groups, private equity groups, luxury funds, E-commerce funds, BRIC Retail Groups, fashion tycoons, and others.
You now have the opportunity to become a part of this disruptive company that is changing the diamond jewellery business, and this at exactly the same conditions as the previous investors, mainly business angels, of this capital round, which started on 10 November 2015, when existing and new shareholders made a contribution in cash of a total of 3,300,000 EUR. Now we want to complete the projected capital increase of 5,000,000 EUR with an investment of the crowd for 1,500,000 EUR, plus another 200,000 EUR coming from within the existing shareholder network.
There is a huge inefficiency in the current diamond jewellery market, which makes diamond jewellery unnecessary expensive: many middlemen, expensive marketing campaigns and luxurious offices do not contribute to more qualitative jewellery but instead only raise the price for the end buyer. Moreover, the founders observed in 2008, and again in 2016, that in this industry no diamond jewellery brands were offering a consciously chosen price quality proposition for the ‘smart buyers’, who are informed and attentive consumers who search – mainly via the internet – for high quality products which are priced at their intrinsic value.
The founders have and always had the urge to strive for beauty, high quality and purity in everything they do or buy. Moreover they are focused on the intrinsic value and want to avoid inefficiencies. Thus, when both founders observed that – mainly due to the rise of the Internet – more and more consumers around the world and across all industries share this same buying attitude, they decided to create the world of BAUNAT, a company selling high quality diamond jewellery at prices very close to the intrinsic value of the product.Whereby they preferred valuable, pure and tangible (visible) ingredients far above intangible costs such as celebrity endorsement or other forms of pompous marketing.
There was clearly room for a better, more efficient and smarter approach to create and distribute high-quality diamond jewellery. And this is exactly what BAUNAT offers. “Smart in Every Way” is the base line driving the BAUNAT brand. The word ‘smart” has two meanings, both neatly covering the BAUNAT business proposition: 1) attractive / high quality & 2) intelligent / efficient. Thus applicable on BAUNAT this gives a smart product which is offered at outstanding prices due to a smart (cost & service efficient) business model. Or: “Smart in every way…”
Three pillars support BAUNAT’s smart approach:
- Online distribution & marketing: More than 60% of our clients buy online. Once an order is placed, BAUNAT buys the diamond and assembles the jewel. Therefore, BAUNAT does not have to invest in an expensive stock of diamonds. On top of that, BAUNAT focuses heavily on digital (online) marketing, which is far more efficient and effective than traditional marketing.
- Buying diamonds at the very source: Thanks to a network of agents monitoring the diamond market on a daily basis, BAUNAT is able to buy its stones directly from the source and at excellent values. Most diamonds are sourced from Mumbai and Surat in India. Mechanisms to assure that the right diamond is bought are put in place (see next section – Market).
- Selling branded diamond jewellery: BAUNAT has since its inception chosen to ‘brand’ its jewellery, whereby the base line of the brand positioning implies offering a highly qualitative product at the lowest observable prices and with a strong focus on the client service policy.
All operations are supported by a solid IT backbone. BAUNAT has developed a state-of-the-art software system, integrating back-end and front-end operations. If diamond purchasing prices are decreasing, selling prices are adjusted in real time on the website. This makes sure that the end customer always buys at the best possible price.
In short, BAUNAT promises its clients that its prices are in close correlation with the intrinsic cost of the underlying components.
In order to strengthen the position of BAUNAT as a brand, the name BAUNAT is protected as a trademark at European level and in Hong Kong and China. Furthermore, the name BAUNAT is de facto protected by the mere fact that it has been sold, with proven track record, in more than 50 countries, whereas until now no other party has sold any article under this name.
BAUNAT strives to be as independent as possible towards most of its suppliers, and succeeds in doing so. Moreover, BAUNAT strives – successfully – for closer ties via shareholding in BAUNAT with partners who are critical to its core activities, thereby enhancing and ensuring long term commitment.
BAUNAT is proud to collaborate with a large range of internationally renowned suppliers, with whom reliable & cost efficient partnerships have been established:
- Diamond suppliers: BAUNAT buys its diamonds at the very source from a carefully developed network of more than 100 ‘niche’ diamond manufacturers (mainly in Surat, India)
- Jewellery manufacturers & setters: BAUNAT is working with approx. 15 jewellery manufacturing companies and approx. 30 artisans working as freelancer. The largest majority is based in Antwerp and those who are based in lower cost countries (e.g. Italy, China) offer in most cases only specific parts of the final jewel. In the coming years, BAUNAT is considering to in-source part of these activities.
- Designers: BAUNAT does not only rely on its skilled team of in-house designers, but also works occasionally on limited collections with established designers (e.g. Wouters & Hendrix)
- Shipping companies: FedEx, Brinks, UPS, DHL, Malca Amit Diamonds & Jewellery Insurer: Driesassur, a worldwide reference for insuring high-value goods safe keeping & shipments until reception by the customer
Diamonds were first found in India in the 4th century BC, and have subsequently been transported along the silk road. Throughout history, many places in the world have played key roles in production of diamonds, such as Brazil and South Africa, but one city has been the world’s center for cutting and trade: Antwerp has been unmatched in quality of skill and amount of volume traded.
The jewellery industry is expected to grow 5-6% per annum, from annual global sales of 148 billion EUR in 2014 to 250 billion EUR by 2020 (McKinsey, 2014).
The diamond industry is also expected to grow. Studies project the world rough-diamond demand in the next 15 years to grow at an average annual rate of about 3% to 4%, and the supply is projected to decline by 1% to 2%, causing the gap between supply and demand to widen starting in 2019 leading to a diamond price increase (The global diamond report 2015, Bain&Company).
A couple of trends explain the growth in the (online) diamond jewellery industry:
First, upcoming markets in countries such as China and India caused a strong increase in the demand for diamonds. But also in the US, disposable income growth of 1.5% to 2.5% per year should stimulate diamond consumption, with increases of 2.5% to 3.5% per year in the next 15 years.
Secondly, an increase in online retail have recently played an important role for the growth. Global online retail sales have been growing fast at a CAGR of 22.9% from 2010 to 2014 and growth is expected to continue over the coming years (Source: MarketLine)
As more consumers became comfortable shopping online, the presence of online retailing and marketing became extremely important. As luxury brands tend to have fewer retail stores than mass brands, online retailing helps luxury brands to reach both new and existing customers who are unable to visit physical stores (Euromonitor, Luxury Goods in the US, 2016). Also, obtaining lower prices is the first motive behind luxury goods online purchases (Source: Euromonitor).
Finally, branded jewellery is especially on the rise. Based on a Mc Kinsey study, branded jewellery (A multifaceted study: the diamond industry, McKinsey, 2014) is on the rise versus unbranded jewellery. It is expected that the share of branded jewellery in total sales will increase from 20% in 2011 to 30-40% in 2020. According to the study, this will be mainly driven by ‘new money’ and an increased middle class in emerging countries. Both groups are expected to reach out to branded jewellery, in order to show off their newly acquired wealth.
The diamond sector has in the past been confronted with fraud and the circulation of conflict diamonds. In order to mitigate these risks, both the diamond sector as well as BAUNAT have taken measures.
First, independent institutes have been constituted to certify diamonds. The diamond certificate received for every stone larger than or equal to 0.3 carat is a laminate-protected document that summarizes a diamond’s vital information, and describes precisely its characteristics that help determine its value. BAUNAT only works together with the most renowned certificates of the diamond industry (GIA, HRD, IGI – see ‘Main Partners’ in the previous section).Second, all diamonds sold bigger than 1 carat receive a laser inscription. The number inscribed matches the certificate and can be traced in the database of the certificate issuer.
Third, since 2003, a monitoring process called The Kimberley Process has been implemented to prevent diamonds from unregulated provenance entering into the legitimate diamond supply chain. Through this process diamonds are monitored at every point of the diamond pipeline, from mining through to retail. The Kimberley Process is a UN mandated system, and today over 99% of all diamonds are certified through the Kimberley Process to be from conflict free sources.
On the diamond jewellery market, there are four categories of potential competitors:
- Branded diamond jewellery in showrooms (Cartier, Dior, …)
- Online branded diamond jewellery (BAUNAT) – the website is the main selling point of branded diamond jewellery.
- Generic online diamond jewellery (Blue Nile, James Allen, Adamence, Celinni…)
- Generic diamond jewellery in showrooms (Local Jeweller)
The picture below shows the market positioning of the actors in the B2C diamond jewellery market. GM stands for ‘Gross Margin’ and is an indicator of the selling price of the diamond jewel versus its purchasing price.
Blue Nile has the merit that it has created (in 2000) the online generic jewellery segment.
Afterwards many companies across the globe followed their steps. The main reason is that in this segment there are relatively low entrance barriers: e.g. major (Indian-Chinese) diamond conglomerates can easily enter this segment (‘copycat’ approach). BAUNAT has consciously chosen to become an online diamond jewellery brand, because this segment has been and is still unoccupied. The main reason being the high entrance barriers:
1. Brand creation with consistent and well founded values takes a very long preparation time.
2. Established household brands (Cartier, etc) cannot enter due to heavy worldwide bricks and mortar retailing network, whereby dramatically lowering prices is no option.
3. Large conglomerates lack the necessary expertise in branding & designing (= European legacy).
BAUNAT is convinced that it is possible to build up a strong positioning in the branded & online market segment. Versus generic players, BAUNAT has the advantage to sell a brand and as such let customers connect to the values of the brand. As the purchase of a diamond jewel is not a frequent event, customers will do the effort to look for a creative design and will pay attention to a good service. Versus the bricks & mortar players, online players have the advantage to have less cost intensive operations: they do not have to manage an expensive network of stores. By streamlining operations, BAUNAT is able to offer the same quality of jewels as the big brands at much more attractive prices.
Stefaan is born in Belgium, has a Master of Commerce (with focus on Finance & Marketing) and an MBA, and speaks 5 languages. With a solid – managerial – background in the banking industry, he got exposure & insights into the corporate business world, covering a wide range of different industries and financial product applications. Furthermore he has build up experience in the diamond and jewellery industry by being a strategic counselor and manager – 1999 to 2008 – for one of the largest diamond conglomerates in the world. Thereby he acquired profound knowledge and expertise into most aspects within the international diamond & jewellery industry, covering the entire “value chain” pipeline from diamond mining exploration/exploitation – rough diamonds sourcing & distribution – diamonds manufacturing/polishing – polished diamonds marketing & distribution – jewellery manufacturing, marketing, branding & retailing. Within Baunat his main focus lies on management, strategy, finance, marketing, E-commerce and business development. Stefaan has several passions: he loves wildlife and nature and has a big interest in philosophy and history. But above all he loves his family, with BAUNAT as a close second, even more than travelling and playing chess!
Steven is Belgian and has been active in the diamond industry since 2000. Since then he has developped extensive experience in the diamond and jewellery industry. First as broker/consultant at the longest established (since 1870) and most eminent Diamond Brokering firm in the world. Later on Steven was marketing manager at a diamond & jewellery group belonging to the top tier of the global industry. Thereby he acquired profound expertise into all aspects within the international diamond & jewellery industry, covering the entire pipeline from diamond mining until jewellery manufacturing, marketing, branding & retailing. Within Baunat his main focus lies on management, strategy, marketing and product. Steven speaks Dutch, English and French, and he holds a Master degree Communications (specialisation Marketing) from Ghent University (Belgium) and an MBA from Vlerick Business School. E-commerce, Diamonds and Jewellery have become his passions. Besides this he is very fond of sports, travelling and dining with his wife, kids and friends.
Dominique De Rijcke
Dominique is Belgian and is to be considered as a self-made digital entrepreneur. With more than 16 years of experience in running businesses related to the digital (online) world, Dominique has a unique perspective on the fast moving e-commerce landscape. Dominique started his career out of passion for programming, and currently runs one of the top 5 Belgian ecommerce agencies, consisting of experts in strategy, ux design, development and marketing. He is still actively involved in consulting clients on both business related and technical challenges. With a healthy mix of common-sense, the insights gained from tackling day-to-day challenges with a variety of clients, and an in-depth knowledge of ICT-technical possibilities, Dominique operates within BAUNAT as a true CTO and strives for bringing BAUNAT to its rightful place: at the top of the Diamond Jewellery industry. Next to the pleasure of a good meal, you can catch Dominique on the golf course, or plotting his next trip across the world.
The following description is taken from the Prospectus. For more information on investment mentioned in this section, you are invited to read the Prospectus, in particular the risk factors described therein and summarised in the table “Risks”, before making any investment decision.
BAUNAT NV closed its latest Financial Year on December 31, 2015. The financial statements as at December 31, 2015 were audited and approved by the general meeting of shareholders on May 30, 2016.
Baunat has not established consolidated accounts at group level in accordance with article 112 of the Companies Code since it constitutes a small group as defined in Article 16 of the Companies Code.
The numbers presented below are expressed in EUR.
The intangible assets booked for an amount of 84,443 EUR on the balance sheet consist of software. Financial fixed assets (15,315 EUR) consist of two items: participation in BAUNAT Limited China for 7,500 EUR and 7,815 EUR of financial guarantees. The stock consists mainly of diamonds (around 46%) and gold (around 54%), but is relatively low compared to industry standards, as BAUNAT in most cases only buys its diamonds after the client has paid for its order. Thanks to a capital increase realized on November 27, 2015, the cash position on December 31,2015 is up from last year’s level at 2,692,079 EUR. Cash equivalents are not invested in any type of financial instrument.
The subscribed capital is equal to 9,550,000 EUR, being the total capital raised so far. BAUNAT has been loss-making because it has invested since its incorporation in the creation of a worldwide brand, mainly by investing in marketing, by developing the operational structure reflected in elevated Services and miscellaneous goods costs and by developing its online e-commerce platform. Financial debts of 7,844 EUR consist of a temporarily debt position with the French bank BRED. BAUNAT has no other loans.
BAUNAT has been able to increase its revenues year-on-year since its incorporation in 2008. So far, around 5,300 pieces have been sold in more than 50 countries. The revenue increase has been generated thanks to its value proposition, continuous marketing efforts and the pursuit of an excellent customer service, leading to high client satisfaction (high Trustpilot score) and subsequent word of mouth.
The diamond price has been decreasing during 2015, especially in the second half of the year, which has led to a lower gross margin in 2015 (23,7%) versus 2014 (25,6%) as BAUNAT adjusts its selling price. When BAUNAT observes negative (downward) price (or cost) changes (USD evolution, or gold/platinum/diamond price evolution), BAUNAT sells as fast as possible the older and/or more expensively purchased stock components. Although this has a – temporary – adverse effect on the gross margin, like in 2015, it has the merit that it mitigates the depreciation risk of the stock.
The 3-year financial plan, developed by company BAUNAT’s management, is presented here below:
BAUNAT operates a “click&brick” business model, whereby the online sales are supported by a network of showrooms across the globe. The current split is 60-40 for online-offline, which is the benchmark for a click&brick model.
A. Volume Assumptions
The main drivers of volumes are the following, controlled and influenced by the management and the board of directors:
- Expand and strengthen bricks: BAUNAT plans to open 6 additional showrooms worldwide, in order to have more visibility;
- Upgrade website development and conversion capacity (converting more website visitors in customers)
- Reinforce and deepen online marketing efforts: online marketing is of crucial importance and BAUNAT has over the past 7 years built a considerable know-how in the field. Via advanced data mining and customer profiling, the online marketing effort can further be leveraged, driving traffic on the website and viral sales.
- Boost existing and new affiliation distribution channels: create and strengthen ties with relevant tourist agents in Europe and other complemntary distribution channels;
- Expand tailor made business line; create a dedicated tailor made expert team and install in-house state of the art technology for upscale of tailor made business line;
Theses drivers should lead to an increase of the diamond jewellery volumes as stated in the table below:
B. Price assumptions
The average retail price (excl. VAT) per piece has been increasing steadily from 1,440 EUR per diamond jewel towards 2,939 EUR between 2008 and 2015. The main reason behind the higher price per piece is the evolution towards bricks & clicks model, where the average sales value in the showroom is higher than the average online selling value.
The financial plan assumes a stable average retail price per piece for the next years as can be seen in the table below, even though the tailor made business line is expected to become more important. This assumption can be influenced by the management and the board of directors.
The table shows the average expected price per piece of jewellery.
Revenues are the result of the above assumptions.
Cost of goods sold is the most important cost category, with diamonds being by far the most important cost component. Due to BAUNAT’s low price strategy, the gross margin is lower than the industry’s average, around 25%, but increasing in the next couple of years towards 30% as increased volumes will have a favorable effect on cost of goods sold (lower costs per piece). The selling price is assumed to remain stable and not contribute to the improved gross margin.
Remuneration, social charges and pensions will increase sharply between 2015 and 2016 due to several reasons:
– With regards to the financial plan, invoices from the executive directors and freelance support are accounted under salaries, while in the past years they were accounted under services and miscellaneous goods;
– A planned increase in workforce in the different offices (3 new FTE’s);
– An increase of the existing salaries for well-performing employees.
Marketing spending will increase considerably in the next years, as it is the main use of funds of the current capital increase.
The financial plan below is the result of the assumptions explained above. Based on the above assumptions, it is expected that BAUNAT will turn into a profitable business from an operational point of view (before depreciation & amortizations and thus on the EBITDA level) once a sales volume north of 12,000,000 EUR is achieved.
The following description is an extract from the Prospectus. For more information on the investment mentioned in this section, you are invited to carefully read the Prospectus, and in particular the risk factors described therein, before making any investment decisions.
Before the capital increase in which MyMicroInvest Finance will participate at the end of the offer, the entrepreneurs of BAUNAT jointly hold 21.92% of the shares of the company while the external investors hold jointly 78.08% of the shares.
Forecasted Capital increase
The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of BAUNAT considered between 4,500,000 EUR and 5,000,000 EUR. This financing can be broken down as follows:
- A first capital increase (the “First Capital Increase”) of 3,300,000 EUR was subscribed in cash on November 10, 2015 by the Entrepreneurs, existing and new Business Angels, board members, part of the staff and business partners at a pre-money valuation (i.e., valuation prior to the First Capital Increase) of 6,250,000 EUR. This value is the historical value of BAUNAT, i.e. the total amount invested in the company before the First Capital Increase, which brought the share capital of BAUNAT to 9,550,000 EUR.
- Between minimum 1,000,000 EUR and maximum 1,500,000 EUR (depending on the result of the issue of the Notes) shall be contributed by MyMicroInvest Finance in a second capital increase of BAUNAT at pre-money valuation of 9,550,000 EUR (i.e., valuation after to the First Capital Increase) (“the Second Capital Increase”).
- An existing shareholder of BAUNAT and a party outside of the shareholders network have made a firm commitment to participate in the Second Capital Increase for an amount of 200,000 EUR.
Prior to the First Capital Increase, BAUNAT has been valuated at 6,250,000 EUR. The value of BAUNAT following the Total Capital Increase can be estimated between 10,750,000 EUR and 11,250,000 EUR, i.e. the pre-money valuation of 6,250,000 EUR increased by the amount of 4,500,000 EUR to 5,000,000 EUR contributed in the Total Capital Increase.
Both the First and the Second Capital Increases has been/will be made at a subscription price per share of 100 EUR. The capital after the Total Capital Increase shall be carried to an amount situated between 10,750,000 EUR and 11,250,000 EUR, constituted as follows:
- 6,250,000 EUR : amount of the share capital before the First Capital Increase
- Between 4,500,000 EUR and 5,000,000 EUR of additional funds contributed in the Total Capital Increase.
The table below indicates the distribution of the shares of the company following the Total Capital Increase assuming that the result of the issue of the Notes allows MyMicroInvest Finance to subscribe the minimum amount of 1,000,000 EUR.
According to the effective amount invested by the other investors, the percentage held by MyMicroInvest Finance may be different than stated above.
The table below presents the percentages of the capital held by the BAUNAT account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 1,000,000 EUR and maximum of 1,500,000 EUR) and the amount contributed by the other investors (i.e., 3,500,000 EUR).
If on the Closing Date, the total amount of orders for which MyMicroInvest Finance has received duly signed subscription forms exceeds the Maximum Amount of the issue, the investment amount for which each Investor shall be entitled to subscribe shall be determined
by adding a Protected Amount and an Unprotected Amount.
The Protected Amount is capped at 1,000 EUR. All Investors pledging less than 1,000 EUR will be allocated the entire Investment Amount.
The Unprotected Amount of an Investor is calculated pro rata, whereby the balance to reach the Maximum Amount will be divided over the investors based on the size of their Pledged Amount.
As soon as the sum of all Protected Amounts exceeds the Maximum Amount of the issue, being 1,500,000 EUR, an early closing of the subscription period will take place. If for a given Investor the remaining Subscription Amount is lower than the relevant Protected
Amount, that Investors shall be entitled to the remaining Subscription Amount only, even if lower than its Protected Amount.
For more information on the oversubscription including an example, you are invited to carefully read the Prospectus.
Financial Instruments offered
MyMicroInvest operates a crowdfunding platform that enables the public to finance innovative companies by participating in their capitalisation. The investment offered, for a minimum amount of 100 EUR, comprises Notes issued under Belgian law which represent a claim against the issuer, MyMicroInvest Finance, a public limited company under Belgian law having its corporate headquarters at Rue de Wavre 27 in 1301 Bierges (n°5 38.839.354, R.P.M. Nivelles).
The total amount brought in at the end of the offer shall be used by MyMicroInvest Finance to subscribe to a capital increase in BAUNAT. The Notes have an unlimited duration and are denominated in Euro. They do not offer any guaranty of yield or of reimbursement of capital. The sum reimbursed depends entirely on the performance of the investment made via the proceeds of the Notes issue by MyMicroInvest Finance.
The nominal value of the Notes corresponds to the sum of the subscription and does not include the costs of the issue nor the payment of expenses described below. MyMicroInvest Finance charges an additional subscription fee amounting to 5% of the nominal amount. The expenses linked to the payment of the subscription amount are borne by the investors. They amount to 1.85% in case of credit card payment and 2% in case of bank transfer, except if the bank transfer is made directly online on the website www.mymicroinvest.com. The investors should be taxed on the income paid by MyMicroInvest Finance as if such income were paid directly to them (as dividends subject, as a general rule, for private individuals who are Belgian residents, to a withholding tax of 27% pursuant to article 269 of the Income Tax Code, or capital gains). It is necessary to read the Prospectus attentively before subscribing to the Notes, and in particular, to consider the risk factors that are described therein before making any decision on investment. We draw the attention of the potential investor to the fact that there is a risk that the goals of Baunat will not be reached, which might lead to a substantial reduction in the expected revenue and thus incur a risk of insolvency or at least of low yield, even zero or negative yield for the investors. Baunat has been in deficit since its incorporation in 2008. Any complaint relating to an investment in the Notes can be addressed to the headquarters of the issuer indicated above or to the Service de Médiation pour le Consommateur, Boulevard du Roi Albert II 8 – 1000 Brussels, tel.: 02/702.52.20, fax.:02/808.71.29, email:[email protected].