At The Happy Pear, sustainability is baked into our very DNA.

We are committed to creating a healthier, happier world and building community.

According to J Poore from the University of Oxford and T Nemecek* in a study, they found that the single biggest thing an individual could do to fight climate change is to eat a plant-based diet.

All our products are 100% plant-based, supporting a more environmentally friendly diet & lifestyle. Eating more vegan or plant-based foods can have a massively lighter impact on the planet.  See the comparison here**

The Happy Pear is dedicated to making a big positive difference in both the environmental side and the social side of things.

On the environmental side,

• We only put our products in the most sustainable packaging
• We invest in organic and regenerative farming practices
• We push to reduce food waste across everything we do
• We power all our retail and production sites with renewable electricity
• Nature provides all the ingredients you need, we don’t take shortcuts and don’t use chemical ingredients
• Our fleet in fuelled by compressed natural gas, with 20% fewer greenhouse gas emissions
• We measure our sustainability progress on a yearly basis across our raw materials, manufacturing processes and our social impact

On the social side,

• We actively engage with local communities through initiatives such as events, and partnerships, aiming to empower individuals to make healthier lifestyle choices.
• We provide charitable support to community groups across the Greystones area and free access to community groups for meetings in our premises in the evenings
• We deliver soup and bread to homeless in Dublin via the Tiglin initiative and any leftover food from our cafe / facilities is distributed to local charities
• Our consistent daily sea swimming & highlighting on social media has encouraged the proliferation of more water swimming across Ireland and the world
• We employ 80 people which has a positive impact locally

*Reducing food’s environmental impacts through producers and consumers 

-J. Poore and T. Nemecek

**Comparison of environmental impacts of individual meals - Does it really make a difference to choose plant-based meals instead of meat-based ones? - 

Berill Takacs, Julia A. Stegemann, Anastasia Z. Kalea, Aiduan Borrion

The Happy Pear sets itself apart from competitors through a combination of factors. Our greatest differentiation is the health and lifestyle knowledge and education that we bring to the party in a quirky fun way, alongside our extensive healthy plant based food products and foodservice. Our strong brand identity and engaging social media presence have allowed us to connect with a loyal community of individuals who resonate with our values and lifestyle.

We are plant-based pioneers in this space and have strong credibility as we have been in business for almost 20 years and have diversified into a range of different sectors all focused on encouraging healthy wholefood plant-based eating and living.

We offer a wide range of high-quality, innovative, and delicious plant-based products that cater to various dietary preferences and needs. Our focus on creating nutritious, flavourful products has garnered a strong following among health-conscious consumers. Unlike the competition, we do not produce chemical alternatives to meat such as vegetarian “steaks” or “chicken, but instead lean on the healthy properties of plants that are present in nature.

Furthermore, our core values and culture are deeply ingrained in our business operations. We prioritise transparency, authenticity, and inclusivity in all aspects of our work. Our team, led by passionate founders who embody our values, foster a positive and collaborative work environment. We actively engage with our community, listen to their feedback, and continuously improve our offerings based on their needs. By staying true to our core values, we maintain a strong and authentic connection with our customers, which has been instrumental in our success.

The Happy Pear's growth strategy revolves around two key pillars: expanding our sales markets and increasing our international  awareness and delivery of our app. With the investment, a significant portion will be allocated towards enlarging our sales markets. Our aim is to enhance our market share in Europe by entering new territories, particularly the UK. This will involve investing in suitable production equipment in our production facility to enable scaling, working with the ideal distributor and an experienced sales and marketing agency to enable a successful launch and to gain strong traction in the market.  Additionally, we intend to roll out a small number of country/regional Licensees for our foodservice café outlets in the UK and to develop a stronger in-house Brand Management Team that oversees the international roll out of the brand and provides daily support to all our licensees. Additionally, we plan to invest in marketing and advertising campaigns to increase our international brand awareness and engage with a broader consumer base around our app. Furthermore, we will allocate resources to product development, research, and innovation to continuously improve and diversify our offerings, ensuring long-term growth and customer satisfaction.

Crowd investing / sharefunding is a specific method of raising capital for a business by offering equity ownership to the public. In the context of The Happy Pear, instead of obtaining a traditional loan, or issuing shares to institutional investors in a more traditional manner, we are choosing to sell a portion of the company's shares to interested individuals or investors; our community. This allows our community to become direct owners of The Happy Pear by purchasing these shares, similar to buying stocks on the stock market.

We've chosen crowd investing  because of our big community of followers who should be part of the company’s equity base and the ones to benefit from the share value increases in the future. This also resonates very nicely with our longer term intention to transfer to steward ownership. By utilising crowd investing, The Happy Pear provides an opportunity for individuals to invest in the business and become stakeholders in its success. This approach allows the company to raise funds without the need for traditional loans or participating in the stock market, creating a healthy growth strategy for the future.

The Happy Pear is issuing redeemable ordinary shares in the existing Irish entity.  This is being done via an intermediary Trust. The ordinary shares are being issued from the company to a Trust called "STAK The Happy Pear".  When you invest in The Happy Pear, you receive a certificate of shares in the Trust.  By buying a certificate of a share you are an economic owner of Flynn & Flynn Global Trade Limited T/A The Happy Pear.   Shares can be redeemed (or bought back) by the company at any time. There is a minimum redemption of at least a 50% return on your initial investment should the company decide to redeem the shares. There will be no cap on the redemption price, meaning no limit on the potential share value growth.

Although there are no voting rights attached to these shares, you can benefit from any increases in the value of the shares that comes along with an increase in the company’s value, alongside any dividends granted from company profits in the future.

The company does not currently issue dividends to shareholders however the Dividend Policy will be reviewed on an annual basis. Investors will be entitled to the same dividend rights as existing ordinary shareholders.

In addition, within the Broccoli crowd investing platform, there is a secondary market. Following a two-year “time-lock” period you can sell your shares to other crowd investors on the Broccoli platform at a price agreed between you and the buyer.

STAK The Happy Pear can best be seen as an 'intermediary' that acts as the administrator of the shares. A STAK is a Dutch investment vehicle which ensures that, in cooperation with the investment platform Broccoli, we can easily digitise and then sell our shares. The STAK separates the voting rights from the profit rights which ensures that you, as an investor, have no voting rights, but can participate in the success of The Happy Pear, and share in the economic results.

Because we launch our crowd investing campaign via a funding platform in The Netherlands, the campaign falls under Dutch legislation. Therefore, the shares of The Happy Pear  will be administered by a Dutch legal entity. This legal structure has been thoroughly reviewed by our Irish lawyers at Beauchamps LLP and Dutch notary Elements Legal N.V.

Technically, Broccoli digitises our shares which allows you to invest online through the platform. You will see the shares reflected in a 24/7 accessible and personal dashboard.

At Broccoli, they firmly believe that investing in a sustainable future is the only logical choice. This is why they are focused on providing growth capital to entrepreneurs who are unafraid to think outside the box. Broccoli is passionate about supporting pioneers who are working to create fairer food chains, develop more sustainable production processes, combat food waste, and provide consumers around the globe with healthier, more transparent food options. Broccoli only works with ethical companies whose values and mission align with their own. They have a robust pre-qualification process to ensure they only partner with companies they respect and who are actually doing positive things for the planet. This clear alignment made the choice between Broccoli and other crowd investing platforms simple.

The Happy Pear is selling part of its shares in order to raise funds amounting to €2,500,000. We have outlined two primary areas where the investments will be utilised:

1) Sales Expansion to the UK & Beyond:

The Happy Pear aims to enlarge its sales markets, particularly in Europe. They have identified a growing demand for their products and lifestyle across the continent. The company's goal is to enhance its market share within Europe, with a specific focus on expanding into the UK. The UK market is 10 times the size of Ireland and based on the Brand growth in the UK and the substantial plant-based market present in the country, it is a great strategic fit for the company.

The Happy Pear will be investing in the following to realise this market opportunity

• Investment in suitable production equipment in Pearville to enable scaling of our pesto and hummus production for supplying the UK and beyond
• Working  with the ideal distributor and an experienced sales and marketing agency to enable a successful launch of our product range into the UK market.
• Rolling out a small number of country/regional Licensees for our foodservice café outlets in the UK.
• Developing a stronger in-house Brand Management Team that oversees the international roll out of the brand and provides the daily support to all our licensees.

2) Expanding the international awareness and delivery of our app

As an impact-driven brand, The Happy Pear is passionate about supporting and educating individuals to lead a healthy lifestyle through a constant stream of positive healthy lifestyle content via social media, books, podcasts and of course our App. Funding will enable us to deliver the plans we have in place to improve the accessibility and customer experience of our App. We plan to develop and refine our Happy Pear app so we can include lower cost versions and make it a daily go-to for healthy eating and healthy lifestyles, as well as being a great source of community and fun for hundreds of thousands of followers worldwide. Through leveraging our brand channels with an international digital sales & marketing campaign this will enable us to attract really significant numbers of new users into this digital community. By aligning revenue and impact, The Happy Pear intends to ensure tha

We strive for transparency in our campaign and believe it is important to provide clarity on the valuation. Our advisors have calculated the value of The Happy Pear  based on the business case for the next 5 years for a scenario with and without successful funding. After using the discounted free cash flow method for both these scenarios and the market multiples method, the pre-money valuation of The Happy Pear 's equity was set at €10.7 million.

Want to know more about the valuation? Download the company valuation here.

The Happy Pear 's goal is to raise €2,500,000 in funding. To achieve this, 25,000 shares will be issued at €100 each, representing 18.9% of The Happy Pear. For an investment of €500, the investor will receive 5 shares.

There are always risks involved when you plan to invest. However, Broccoli is a professional company, which is regulated by the Dutch financial authorities (the AFM) and has all relevant permits to offer investing services within the European Union. If you would like to find out more about Broccoli, please contact [email protected] or read more information on www.broccoli.eu.

As of 27th June 2023 it is possible to invest in The Happy Pear. You can become an owner from as little as €500. Before the investment round starts you have the possibility to reserve your shares. This gives you the exclusive opportunity to redeem your reservation 48 hours before it becomes possible for every interested investor to invest in The Happy Pear. Therefore from 29th June 2023, people who have not previously reserved shares will be able to make an investment.

After you purchase shares in The Happy Pear, you will receive an email from Broccoli with your proof of investment. This serves as confirmation of the successful transaction and contains information about your purchase for your own records. The shares will then be visible in your dashboard.

The administration of your shares will also take place on Broccoli, which essentially means that you can access your shares at any given time, and monitor them. The administration of your shares on the Broccoli platform also legally represents your ownership of the shares of The Happy Pear. The administration through the platform digitally acknowledges that you are a part of the shareholders register.

Selling shares is possible when the so-called 'time-lock' has expired. In the case of The Happy Pear the time-lock is 2 years (730 days). After these 2 years you can offer your shares on the Broccoli board. This can be done by 27th of June 2025.

The bulletin board to offer shares to other owners works as follows:

The moment you decide to sell your shares you can offer them to other Broccoli users on the bulletin board. So it does not work like the stock market, where a 'sell order' can be placed and is automatically matched with a buyer. The buyer and the seller have to find each other on the bulletin board and from there they are able to make the desired deal.

The Happy Pear determines within which bandwidth an offer can be placed. This bandwidth is based on the latest company valuation which in turn is based on the latest financial performance and market segment. As a seller you determine the sales price within the set bandwidth. The potential buyer can place bids on this; it is ultimately up to you to accept the desired offer.

Broccoli charges a transaction fee of 2.5% of the total sale price to you, the seller.

It is important to emphasise that the return on investment can never be determined in advance. However, as an owner, there are two ways in which you can potentially earn a return:

• Dividend payment; this is determined each year after the annual figures are determined. The board of The Happy Pear  chooses during the shareholders meeting whether the profits will be distributed or invested back into The Happy Pear.
• Profit when you sell your shares; when value is added to The Happy Pear, this will influence the turnover and results and thus the value of the shares you bought.

No. The Broccoli platform charges transaction fees to the seller, in this case The Happy Pear. So you, as a buyer, do not pay any transaction or issuance fees.

Note: if you decide to sell your shares, you, as the selling party, pay the transaction fee. This is 2.5% per transaction over the selling price for administrative handling. The buyer again pays nothing.

As a certificate holder you are exempted from liability at all times. As a result, as an investor in The Happy Pear , you can never be held responsible for decisions The Happy Pear  has made in the past or will make in the future.

There are always risks involved in any investment, invest only with money you can afford to lose. The Happy Pear takes into account risks they face that may ultimately have a negative effect on The Happy Pear 's bottom line and value. These negative effects may also affect the value of your shares.

1. Supply Chain Disruptions: Although The Happy Pear strives to buy locally produced materials where possible, due to the nature of our products we rely on a global supply chain to source ingredients, packaging materials, and other resources. Disruptions in the supply chain, such as natural disasters, regulatory changes, or disruptions in transportation, could lead to delays, increased costs, or shortages of key ingredients or products. These disruptions could affect production, distribution, and customer satisfaction, posing risks to the company's operations and revenue.
2. Changing Consumer Preferences: While there is growing demand for plant-based products, consumer preferences and trends can evolve over time. The Happy Pear may face the risk of changing consumer preferences, including shifts towards alternative dietary choices or a decline in interest in plant-based foods. However,  a key aspect of our food is that it is not just plant-based, it is also delicious, and better for the individual and the environment and therefore will remain relevant. Adapting to changing consumer preferences, introducing new products or innovations, and effectively marketing to target audiences will be crucial to mitigate the risk of losing market relevance and customer base.

For your own records, you will receive a proof of investment immediately after purchase.

On January 1st of every new year you can also export your annual statement from the Broccoli platform. This is an overview of the number of shares in which company and at what value you own these shares. You can use this information for your own administration or for your tax return.

For questions regarding the administration of your shares you can contact Broccoli by sending an email to [email protected].

The moment you have investments, you have to declare the value of your investments. The investments on Broccoli do not fall under 'green investments' so you cannot get an extra exemption or extra tax credit for them.

For Irish investors: In Ireland, the taxation of investments is generally based on the type of investment and the income generated from it.

1. Declaration of Investments: When you have investments, such as stocks, bonds, or other financial instruments, you are typically required to declare them to the Irish Revenue Commissioners for tax purposes. This declaration usually involves providing information about the nature and value of your investments.
2. Tax Exemptions and Credits: In Ireland, there are various tax exemptions and credits available for certain types of investments, but these exemptions and credits are specific to particular categories and do not apply universally to all investments.
   1. Green Investments: Investments in Broccoli do not fall under "green investments" and, therefore, do not qualify for extra exemptions or tax credits related to environmentally friendly investments.
   2. EIIS Investments. Investments in Broccoli do not fall under the Employment Investment Incentive (EII) Scheme.
   3. Exemptions and Credits: While specific exemptions and credits may be available for certain types of investments, it is essential to consult the most up-to-date information from the Irish Revenue Commissioners or a qualified tax professional to determine the exact tax treatment of your investments.
3. Taxation of Investment Income: In Ireland, the taxation of investment income can vary depending on the type of investment and the income generated. The two primary types of investment income are:
   1. Capital Gains: If you sell or dispose of an investment and make a profit, it is generally considered a capital gain. Capital gains are subject to Capital Gains Tax (CGT) in Ireland. The tax rate for CGT may vary depending on the type of asset and your overall income.
   2. Investment Income: Investment income, such as dividends from stocks or interest from bonds, is typically subject to income tax. The income tax rate applicable to investment income depends on your total taxable income, including any other sources of income you have.

It is crucial to consult with the Irish Revenue Commissioners or a tax professional to ensure you have the most accurate and up-to-date information regarding the taxation of your specific investments in Ireland.

For more information on how to calculate your assets and eventually the taxation, we would like to refer you to the website of the relevant tax authorities.

For Dutch investors: Since the investment in The Happy Pear is through a Dutch STAK, there are no exceptions that you are indirectly investing in an Irish company.  Part of your capital is exempt from tax; the tax-free capital. The value of the shares falls in Box 3 (benefit from savings and investments), here a so-called levy-free capital rate of at least €57,000 (and €114,000 if you have a tax partner) applies in 2023. Find a tool from the tax authorities to calculate your box 3 income here. On your income from assets, unfortunately, you pay tax. In the case of an investment like this, we're talking about "Investments/Other assets," where the taxable rate is 6.17%. You will pay 32% tax as of 2023 on the 6.17% rate on the total returns earned in 2023.

For more information on how to calculate your Box 3 assets, we would like to refer you to the site of the relevant tax authorities.

This is not tax advice and at all times we recommend that you contact your tax advisor or research this yourself.

This is possible. To make a business investment on Broccoli you first need to create a business account and pay the investment with your business bank account. After successful completion of the payment, you have made a business investment. If you have any questions, please contact [email protected]..

For Irish corporations: When it comes to investments made by a company or business in Ireland, the taxation is typically handled through the corporate tax system.

1. Deductibility of Investment Expenses: Generally, expenses incurred in relation to investments made by a company can be deducted from the taxable income, reducing the overall tax liability. This may include costs such as acquisition expenses, management fees, and other directly related expenses.
2. Capital Allowances: Depending on the nature of the investment, a company may be entitled to claim capital allowances. Capital allowances allow for the deduction of a portion of the cost of certain assets, such as machinery or equipment, over a specified period. This deduction helps to reduce the taxable profits of the business.
3. Dividends: If the company receives dividends from its investments, these dividends are generally included as part of the taxable income of the business. However, there are certain exemptions and relief provisions available for dividends received from certain types of investments or in specific circumstances.
4. Capital Gains: If the company sells or disposes of an investment and realizes a capital gain, the gain is generally subject to Capital Gains Tax (CGT) as part of the corporate tax regime. The tax treatment of capital gains may depend on factors such as the nature of the investment, the holding period, and any applicable exemptions or reliefs.
5. Foreign Investment: If the company has investments in foreign entities or holds foreign assets, additional considerations may come into play, such as rules related to controlled foreign companies (CFC) and foreign tax credits. These rules aim to ensure that income earned by foreign investments is appropriately taxed in Ireland.

It's important to note that Ireland has its own specific corporate tax laws and regulations. The applicable tax rates, deductions, exemptions, and reliefs can vary based on the circumstances and the specific nature of the investments. Therefore, it is advisable to consult with a qualified tax advisor or the Irish Revenue Commissioners for detailed and up-to-date information regarding the taxation of investments made by your company in Ireland.

For Dutch corporations: Tax wise, it depends on your situation. Generally speaking, the proceeds of your investment are taxable within corporate income tax. Both dividends received and capital gains realized constitute taxable income for the B.V. and are subject to corporate income tax. This corporate income tax in 2023 is 19% up to a profit of €200,000, above that it is 25.8%.

When dividends are paid out, withholding tax is also withheld which can be offset as an advance on the corporate tax due.

This is not tax advice and we advise you at all times to contact your tax advisor or research this yourself.

Yes, STAK The Happy Pear is a Dutch entity, incorporated and registered at Elements Legal in Amsterdam and is subject to Dutch law. The funding round of The Happy Pear will be notified to the AFM (Autoriteit Financiële Markten). This document, the Key Investment Information Sheet, can be found in the heading 'documentation' on the platform Broccoli. Please read this document carefully before you finalize your investment.

Yes, US-based investors are allowed to invest through Broccoli. However, it's important to note that investing as a US-based investor can be more complex due to the varying tax regulations across different states. While we are happy to have US-based investors on our platform, we want to be transparent about the limitations we face in providing information based solely on European standards.Broccoli operates as a Dutch platform and provides investment information following European standards.

While this information can be extensive, it may not fully address the specific tax regulations and requirements of individual US states. It's crucial for US-based investors to understand and comply with their state's tax regulations to ensure a smooth investment experience.To make the best decisions regarding your investment and tax obligations, we strongly recommend consulting with a professional advisor who specializes in US tax regulations. They will be able to provide you with personalized advice based on your specific situation and guide you through any complexities that may arise.We want to ensure that all our investors have the necessary information and support to make informed decisions. If you require any further assistance or have questions or if there's anything else we can assist you with.