It has enjoyed a meteoric rise thanks in large part to its self-proclaimed punk ethos, positioning itself as a brash upstart with a disregard for convention.
But The Scotsman can reveal that nearly a quarter of BrewDog’s shares are owned by obscure partnerships based in one of the world’s most notorious tax havens, with a pro-Brexit Conservative donor who served as the chair of Vote Leave’s finance committee among its most prominent investors.
The company’s rapid ascent has been built in large part on its so-called ‘equity for punks’ crowdfunding initiatives, which have marshalled an army of more than 145,000 small shareholders while building its profile.
Its most recent prospectus quotes from the famous Apple commercial narrated by Steve Jobs to pay tribute to “the misfits, the rebels, the troublemakers”, and those who would be classed as “round pegs in square holes”.
However, a sizeable chunk of the firm is owned by parties which could not be further removed from its punk image.
Some 23.25 per cent of the company’s total issued share capital is held by two exempted limited partnerships based in the Cayman Islands.
The entities, TSG7 A AIV II (Cayman) LP, and TSG7 A Lassies and Laddies (Cayman) LP, hold a total of 891,383 ordinary A shares in
Brewdog PLC.
Between then, they also hold a further 16,160,949 preferred C shares in the company, confirmation statements filed with Companies House show.
Unlike the other holdings in the company, the shares held by the Cayman entities have what is known as a ‘liquidation preference’, meaning that in the event of the firm’s liquidation, they will get their money back first.
The partnerships are controlled by TSG Consumer Partners, a US private equity firm with more than £6.4 billion in assets.
Alex Cobham, chief executive of the Tax Justice Network, the advocacy group that campaigns for a fairer tax system, said: “This is a disappointing, but sadly common story – companies whose approach to tax havens is entirely at odds with their projected image.
“Cayman ranks worst in the world in our Financial Secrecy Index, and second worst on the Corporate Tax Haven Index. It is a jurisdiction overwhelmingly dedicated to facilitating anonymous ownership, profit shifting and the avoidance of tax on capital gains that would otherwise arise in the places where the real business happens.
“Cayman’s success rests on the continuing political support of the UK Government, which refuses to require improvements despite having the power to impose these, nor to support the island’s authorities in developing a less pernicious business model.”
He added: “Having major investors using Cayman as a conduit is certainly anti-social, but it’s about as punk as croquet.”