Balcombe Church of England Primary School and Turners Hill Church of England Primary School Share Offer
Invest in clean, green renewable solar energy for yourself, your children, your schools and your community – for the future
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Contents
Letter from the REPOWERBalcombe Board ...... Anticipated Financial Offer and Timetable ...... Summary ...... Risk Factors...... The Team behind REPOWERBalcombe ...... Information about REPOWERBalcombe ...... About the Schools ...... Financial Information ...... How to Invest ...... Glossary ...... Terms and Conditions of the Offer ...... Share Offer Application Form ......
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Letter from the REPOWERBalcombe Board
Dear Potential Investor,
Thank you for your interest in investing in REPOWERBalcombe's second share offer. REPOWERBalcombe has recently installed an kW solar photovoltaic (PV) installation at Grange Farm, and is now building on this success and working with a number of new sites to install solar PV. The purpose of this share offer is to raise £ , for the installation of solar PV arrays at Balcombe Primary School and Turners Hill Primary School.
Balcombe Primary School and Turners Hill Primary School are lively Church of England schools at the heart of our community. Working with these schools is a priority for REPOWERBalcombe because of the educational opportunities these solar PV installations will provide. A number of REPOWERBalcombe’s board members are parents of children at the schools, and are passionate about bringing the benefits of community renewable energy to the next generation. We are planning to install a . kWp solar PV array at Balcombe Primary School, and a kW solar PV array at Turners Hill Primary School.
We anticipate that Balcombe Primary School will use approximately % of the electricity generated from the solar PV array, while the rest will be fed into the national grid. This will save the school approximately £ on their energy bill each year.
The solar PV installation at Turners Hill Primary School will join the school’s other renewable energy installation - a kW solar PV array. We anticipate that the school will use approximately % of the electricity generated from the solar PV array, while the rest will be fed into the national grid. This will save the school approximately a further £ on their energy bill each year.
We are inviting shareholders to invest in REPOWERBalcombe to fund the solar PV installations at these two primary schools. Investing in this share offer will enable you to:
Support a local business financially and promote renewable, sustainable energy usage. Generate renewable energy, helping tackle energy security. Support sustainable development within our community. Fund the installation of solar PV panels that can be used as an education resource for local children. Reduce carbon emissions and create a blueprint for sustainable electricity generation in other communities. Potentially receive income tax relief equal to % of your initial investment under the Seed Enterprise Investment Scheme Receive an attractive and fair return on your investment, anticipated to be %.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of This share offer will close when fully subscribed or by th March (although the directors may choose to extend the date). An application form with details of how to invest is attached at the end of this share offer document. Please read this entire document and consider the risks, including those set out on page - , before investing. If you have any questions about REPOWERBalcombe please contact us on [email protected].
We hope you will join us in this exciting opportunity to invest to repower our community and I look forward to welcoming you as a new member of the REPOWERBalcombe renewable energy co-operative.
Yours sincerely,
Julian Fitzsimons (Chair) on behalf of the REPOWERBalcombe board
The REPOWERBalcombe team and supporters celebrating their first install at Grange Farm.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Anticipated Financial Offer and Timetable
The board expects the share offer to remain open for one month from the th February to th March (but will close early if the maximum capital is raised, or extend the period if necessary) and for the following timetable to apply:
th February Offer period opens (shares will be issued on a first come first served basis)
th March Offer period ends (unless closed early or extended)
st April Share certificates posted
April / May Solar PV installation at Balcombe Primary
May Solar PV installation at Turners Hill Primary
December Financial Year End
February Annual General Meeting
February Annual General Meeting, st payment of share interest to RPB members
February Annual General Meeting, nd payment of share interest to RPB members
February Annual General Meeting, rd payment of share interest to RPB members and st capital repayment. Investors may commence withdrawing capital, subject to availability of funds
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Summary
at Balcombe Primary School and Turners Hill Purpose of this summary Primary School. This summary provides an overview of the offer.
It conveys the essential characteristics of and risks associated with investing in REPOWERBalcombe. Any decision to invest in the Investor returns – interest and share offer should be based on consideration of return of capital invested the share offer document as a whole. Investors in the co-operative will receive a return on their investment initially anticipated to be % per annum.
The business of For co-operative members who receive SEIS tax relief (which, if granted, reduces their income tax REPOWERBalcombe and the liability by an amount equal to % of the amount purpose of this share offer invested by them) a % return is worth % on REPOWERBalcombe is releasing this share offer the amount invested net of tax relief. The document to raise capital to fund the installation investment in principle is for years, and is for of solar PV arrays that generate electricity and a minimum of three years in order to remain a are located on the roofs of local primary schools. qualifying investment for SEIS tax relief.
The co-operative will receive income from: Co-operative members do not have the right to withdraw share capital but the board has the a) The Feed-in tariff (FIT) – a year power to permit its shares to be withdrawn. inflation-protected price legally required There are no arrangements or binding by the government to be paid by the commitments in place to enable a realisation of electricity industry to the co-operative shares. As an indication of an exit route the co- for generating electricity from renewable resources. operative currently envisages, if it has sufficient b) Export tariff from energy fed to the grid funds and members agree, that shares in the co- – deemed at % of total generation. operative might be disposed of by making c) A maintenance charge of . p kWh from available about % of its capital for redemption the schools of shares at the end of the financial year three
years after the co-operative’s last share issue under the EIS; and as an indication of an exit Investing the capital raised at route currently envisages it might redeem about the schools a further % of its shares each year thereafter. If the co-operative raises the minimum capital We anticipate members who wished to redeem required of £ , it will install solar PV panels their shares would be given priority, and any remaining shares would be redeemed in proportion to members’ shareholdings. All
REPOWERBalcombe Co-operative Limited Share offer (February ) page of redemptions would be at the par value of £ . The Tax benefits on investment effect of returning capital in this way is to increase the return for long term shareholders under the Seed Enterprise on the capital they have remaining invested in Investment Scheme (SEIS) the co-operative and to return all capital by the REPOWERBalcombe has applied for advance end of years. assurance from HM Revenue & Customs that the offer shares will qualify for SEIS tax relief. If this is granted it offers various benefits to qualifying Investing for children and investors: qualifying income tax payers who invest £ or more and hold their shares for at grandchildren least three years should receive % tax relief on As a long term investment with an increasing their investment and qualifying capital gains tax return which can span the generations, parents payers can defer any tax due. There is scope to and grandparents can invest in the co-operative carry back the tax relief to the previous tax year now for their children and grandchildren; or can to offset tax paid in that year. invest on their own behalf now and give their investment to their children and grandchildren in their wills. Directors, their investment in the co-operative and key Other investment considerations suppliers – making a difference in our The directors of REPOWERBalcombe are committed to the success of the co-operative’s community business, the ethos it represents, the ability of a Investing in REPOWERBalcombe will not only community to make a difference by their own provide an attractive return, but is also an ethical actions and the financial, environmental, and environmental investment. The co-operative educational and community returns it delivers. enables investors to make a real contribution to They are unpaid for their work but together with the development of renewable energy in their their partners and children have all invested community and to the UK’s response to climate under the share offer on the same terms as other change and energy security, while supporting members. local schools financially and in their educational, sustainability and community work. The board is experienced, and includes skills in development of community owned energy and education.
The co-operative is working with Southern Solar and Joju Solar, companies completely independent from the co-operative, which were selected as contractors by the co-operative because of their expertise in designing PV
REPOWERBalcombe Co-operative Limited Share offer (February ) page of systems, competitive price, the quality of informed assessments relating to products, experience in working with schools, variable, changeable and uncertain ethical approach to business and willingness to factors. support the work of the co-operative.
REPOWERBalcombe and co- operatives How to Invest REPOWERBalcombe is a co-operative formed An application form, with details of how to invest, under the Industrial and Provident Societies Act is attached at the end of this share offer (number R). As such it is owned by document. The minimum investment is £ and and managed for the benefit of its members, who the maximum investment is % of the total are protected by limited liability status. Its share offer value (up to £ , ). constitution is in the form of rules approved by and registered with the Financial Conduct
Authority.
Risks As a co-operative, REPOWERBalcombe is All investment and commercial activities carry committed to high ethical standards and by the risk. Investors should take appropriate advice and values of co-operation and democracy as well as make their own risk assessment whilst also a commercial ethos. Constitutionally, key bearing in mind the financial, social and characteristics of REPOWERBalcombe are: a environmental aspects of investing in member must have the minimum number of REPOWERBalcombe. shares ( ); there is a single class of shares with a nominal value of £ ; all members have one vote Your attention is drawn to the risks identified on regardless of how many shares they hold; no page - which you should take into account member, except another Industrial and Provident before investing. In particular you should Society, may hold more than , shares; the appreciate that: board is elected by the members; only members a) Shares in the co-operative are not are eligible to serve on the board; shares are transferable so you will not be able to sell transferable only on death and are not tradable; them, except back to the co-operative at the discretion of the board shares can be for the price you paid for them. withdrawn by members at the price paid for them b) The principal source of income of and the board may require shares to be REPOWERBalcombe is from the Feed-in withdrawn at that price as part of a return of tariff, and the co-operative’s profitability is dependent on the Feed–in tariff capital to all members in proportion to their continuing to be paid in accordance with shareholding. current legal regulations and future governments honouring this obligation. c) Descriptions of possible returns are illustrative only and necessarily based on
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Risk Factors
All investment and commercial activities carry The planned solar panel installations may be risk, and although the directors consider that delayed or prove not to be practicable for investment in the co-operative is lower risk than technical, capacity, financial, planning or many forms of investment, because it will benefit legal reasons. from a secure inflation-linked income stream There may be loss or damage to the panels, over years and electricity generation from maintenance to roofs or mechanical or solar panels is a comparatively low risk business, electrical equipment failure that interrupts there are still underlying risks. generation of electricity, reducing the co- operative’s income. Investors should take appropriate advice and The target interest payment is not make their own risk assessment whilst bearing in guaranteed. mind the social and environmental aspects of this While it is the intention of the co-operative investment opportunity. to seek to qualify under and then to be An investment in shares is an investment in a managed to continue to qualify under the trading business not a loan or deposit. SEIS, there can be no guarantee that this status can be achieved or maintained. We draw your attention to the following risks: Equipment purchased by the co-operative is supported by guarantees from companies The value of your shares and income from believed by the co-operative to be financially them can fluctuate and you may not get back strong, but equipment suppliers, contractors, the amount you invested. Investment in schools, purchasers of electricity or other smaller unquoted businesses is likely to contracting parties with the co-operative involve a higher degree of risk than could fail to meet their obligations. investment in larger companies and those The target returns stated in this offer traded on the stock exchange. document are based on financial modelling Your shares will not be tradable. Your shares incorporating best estimates of a range of can be withdrawn (i.e. redeemed by the co- variable, changeable and uncertain factors, operative for the price paid for them) in having due regard to historic evidence and accordance with the rules but may not be the experience gained by the board, Joju withdrawable at short notice or when you Solar and Southern Solar including electricity wish to do so. If the co-operative lacks prices, hours of light and sunshine, sufficient cash to enable shares to be operational costs, the reliability of the withdrawn when desired withdrawal may be equipment installed and replacement and delayed. Investment in the shares should be repair costs. seen as a long-term investment. Shares in the co-operative are not regulated Changes in legislation, especially to the value investments for the purposes of the Financial of the Feed-in tariff, may affect the co- Services and Markets Act and therefore operative’s income. you do not have the protection provided by
REPOWERBalcombe Co-operative Limited Share offer (February ) page of this Act. This share offer does not need fundraising by co-operatives. The co- approval and has not been approved by an operative is registered with but not approved person under the Act. This share authorised by the Financial Conduct offer is exempt from regulation under the Authority and therefore the money you pay Financial Services and Markets Act and for your shares is not safeguarded by any regulations made under it, so there is no right depositor protection scheme or dispute to complain to an ombudsman. This share resolution scheme offer is not regulated by the Prospectus Changes to rules governing Industrial Regulations which do not apply Provident Societies (IPS) may make it more because there is a specific exemption for challenging for the co-operative to operate.
The installation at Grange Farm, January .
REPOWERBalcombe Co-operative Limited Share offer (February ) page of The Team behind REPOWERBalcombe
The Co-operative’s Directors Joe Nixon lives in Balcombe. He is the Communications Julian Fitzsimons lives in Balcombe. He is the Director for the Chairman and a REPOWERBalcombe Director of the Co-operative. Joe REPOWERBalcombe currently works as co-operative and is general manager for currently Head of IT for two multi restaurant a global organisation in sites in London, looking the retail industry with after a team of over employees and the day a major focus on reuse to day demands of the busy restaurant business. and recycling of packaging. As a Parent Governor He is passionate about making a difference for Julian started Balcombe Primary School on the the better in the community and wonderful Eco-Schools program. A long-time advocate of countryside around us. REPOWERBalcombe has promoting a greener way of living and looking been an amazing opportunity for him to be able after our planet, Julian regularly commutes to to deliver something special for Balcombe to be London from Balcombe by bicycle. proud of. Thomas Parker has lived and worked in Turners REPOWERBalcombe also receives support from Hill for over years Energy All (energy all.co.uk), Community Energy as a Head Gardener, South (communityenergysouth.org.uk) and : and is currently ( uk.org). Technical Director of the co-operative. As a governor at Turners Hill School Tom has Other matters relating to the been responsible for a number of environmental initiatives including directors solar power, wind turbines, air source heat pumps, rainwater harvesting, LED lighting and Directors’ declaration many more. Thomas has made his century-old REPOWERBalcombe and each of its directors are house carbon neutral and in total has delivered responsible for the information in this share offer over £ , worth of environmental projects document and have taken all reasonable care to locally. He is very keen to see community energy ensure that it contains sufficient information for groups develop locally and benefit our area in the potential investors to make a proper financial same way as others he has been involved with. assessment.
None of the directors has any convictions in relation to fraudulent offences and none have been involved in any bankruptcies, receiverships
REPOWERBalcombe Co-operative Limited Share offer (February ) page of or insolvent liquidations, or received any public educational and community returns the business recrimination or sanction by a statutory or delivers. Directors will be given priority for share regulatory authority or designated professional applications under the share offer, but there are body, or been disqualified from any function by no pension schemes or share option schemes any court. and, except for the reimbursement of properly incurred expenses, there are no other benefits Investment in the co-operative by those for the directors. connected with the share offer Directors, their partners and their children have Board practices invested in shares in REPOWERBalcombe, on the same terms as other members of the co- Directors serve in accordance with the rules of operative. the co-operative. There are no service contracts for them. All directors have offered to serve for a The Directors are unpaid minimum of four years. At the first and each The directors of REPOWERBalcombe are unpaid subsequent annual general meeting one third of for their work; they are acting as directors the board will retire although may be re-elected. because they are committed to the success of Co-operatives are democratic organisations and this business, the ethos it represents, the ability the board is appointed by the co-operative’s of a community to make a difference by their own members on the basis that each member has one actions and the financial, environmental, vote, regardless of the number of shares held.
Joe, Julian, Thomas and Jane, REPOWERBalcombe founder members, at Grange Farm.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Information about REPOWERBalcombe
The Co-operative damage by the schools. The co-operative will have public liability insurance but is not insuring REPOWERBalcombe Co-operative Limited is a against any loss of income if the panels are co-operative incorporated by the Financial damaged and the electricity they generate is Conduct Authority under the Industrial and interrupted. Provident Societies Act on th December with number R. Its registered office The solar PV installations fall under permitted is: Solstice House, London Road, Balcombe, West development, so do not require planning Sussex, RH HT. permission. The co-operative has applied for consent to connect the panels’ electrical output
to the national grid. The co-operative has undertaken electrical and structural surveys The business of the co-operative before installing the panels. The roofs on which The purpose of this share offer is to raise capital the panels are installed are not anticipated to for REPOWERBalcombe to invest in solar PV require repair at least for several years. Output arrays which will be owned by the co-operative, from the panels will be monitored to identify any will generate electricity and will be located on the unexpected drop in performance so that checks roofs of local primary schools. The electricity and any necessary maintenance can be generated will benefit from a -year inflation undertaken. protected price legally required to be paid by the electricity industry to the co-operative under government regulations known as the Feed-in tariff. The co-operative will receive income from Administrative and management the Feed-in tariff and from a maintenance charge The REPOWERBalcombe board currently to the schools of . p per kWh. manages the administration of the co-operative. It is intended that REPOWERBalcombe will This share offer is the second share offer to be increase its portfolio of sites and pay Energy All released by REPOWERBalcombe. to manage the day-to-day administration in the REPOWERBalcombe’s first share offer funded the future. At the time of writing, installation of a kW solar PV installation at REPOWERBalcombe have not appointed Grange Farm. Information about accountants. REPOWERBalcombe’s first share offer for Grange Farm is available at www.repowerbalcombe.com/documentation.
REPOWERBalcombe is currently in the process of What is a co-operative? negotiating legal agreements with the two REPOWERBalcombe is a co-operative formed primary schools regarding the solar PV panels. under the Industrial and Provident Society Act The solar PV panels will be insured against loss or . It is a company, with limited liability and has a board of directors appointed by members.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of The main differences with a company are that a co-operative is a democratic organisation, with each member having one vote regardless of their Taxation and SEIS Relief on the shareholding; and it is an ethical organisation and a social enterprise not a profit maximising offer shares organisation: it seeks to pay a fair return to REPOWERBalcombe has applied for advance members on capital invested, and a sufficient assurance from HM Revenue & Customs that the return to attract and retain that capital, but is also offer shares will qualify for SEIS relief. If this is motivated by broader community objectives and granted (which is not guaranteed) this relief the values of the co-operative movement. For offers various tax benefits to investors. this reason, returns will be capped at % so all Income tax relief is available to individuals who remaining income will be allocated for subscribe for shares. The relief is % of the cost developing further renewable energy and energy of the shares, to be set against the individual’s saving projects and for community benefit income tax liability for the tax year in which the activities. investment was made. Relief can be claimed up The maximum shareholding in this co-operative to a maximum of £ , in total invested in is % of the share offer total up to a maximum such shares, giving a maximum tax reduction in holding of £ , . Co-operatives raising funds any one year of £ , providing there is have a privileged position in that (if the shares are sufficient income tax liability to cover it. This not transferable) they are exempt from relief cannot be set off against dividend income, regulation under the Financial Services and as the tax credit attached to the dividend is not Markets Act, which enables share offers to the recoverable. There is a ‘carry back’ facility which community to be undertaken at a much lower allows all or part of the cost of shares acquired in cost and with much less regulation than is the one tax year to be treated as though those shares case with a PLC. had been acquired in the preceding tax year. Relief is then given against the income tax liability of that preceding year rather than against the tax year in which those shares were acquired. This is Adoption of co-operative subject to the overriding limit for relief for each year. The shares must be held for a certain period principles or income tax relief will be withdrawn. Generally, As a co-operative REPOWERBalcombe will, whilst this is three years from the date the shares were trading as a profitable commercial organisation, issued. But if the qualifying trade starts after the strive to promote co-operative values of self-help shares were issued, the period is three years from and self-responsibility, democracy and equality, the date the trade actually starts. If an investor honesty and openness, social responsibility, receives income tax relief (which has not autonomy and independence, member subsequently been withdrawn) on the cost of the economic participation, opportunities for shares, and the shares are disposed of after they education, concern for community and the have been held for the qualifying period, any gain environment, and co-operation among co- is free from Capital Gains Tax. If the shares are operatives. disposed of at a loss, the investor can elect that
REPOWERBalcombe Co-operative Limited Share offer (February ) page of the amount of the loss, less any income tax relief given, can be set against income of the year in which they were disposed of, or any income of Material contracts and legal the previous year, instead of being set off against proceedings any capital gains. The payment of tax on a capital There have been no governmental, legal or gain can be deferred where the gain is invested in arbitration proceedings relating to the co- shares of an SEIS qualifying company. The gain operative or its projects and none are pending or can arise from the disposal of any kind of asset, threatened. but the investment must be made within the period one year before or three years after the The following contracts (copies of which will be gain arose. There are no minimum or maximum on the co-operative’s website at amounts for capital gain deferral. The deferred www.repowerbalcombe.com/documentation) capital gain is brought back into charge whenever currently exist or are being negotiated with the the shares are disposed of, or are deemed to schools. have been disposed of under the SEIS legislation. If the co-operative does not comply with the Contract with Balcombe Primary School requirements of SEIS for the qualifying period, entitling the co-operative to install, maintain the tax reliefs will be withdrawn. Investors cannot and operate solar PV panels on the school. assume that these benefits will automatically Contract with Turners Hill Primary School accrue on investment in REPOWERBalcombe: entitling the co-operative to install, maintain investors should take advice from an appropriate and operate solar PV panels on the school. professional adviser on their own individual Contract with Grange Farm dated circumstances. The board will reasonably seek to / / entitling the co-operative to conduct the business of REPOWERBalcombe so install, maintain and operate solar PV panels that it qualifies under the SEIS but there is no on the cow shed (already installed). guarantee that it will be able to do so. Interest free start-up loan of £ from : .
Major shareholders and further information about the directors Taxation REPOWERBalcombe currently has Interest payments made to REPOWERBalcombe shareholders owning , shares. When the members will be subject to United Kingdom Minimum Capital is raised REPOWERBalcombe taxation. It is expected that payments will be will not have “major shareholders” since each made gross and investors will be responsible for member has one vote regardless of the size of declaring this income on their tax returns. their shareholding ensuring that no individual, organisation or groups of individuals or organisations will have control of the co- operative.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Transferability, withdrawal, accordance with any procedures and other conditions the board may announce. In addition investing for children, and gifting the Board may redeem part of the share capital your shares in your will in which case it will redeem the same proportion of every member’s shareholding at £ per share. As a long term investment with an increasing return which can span the generations, parents and grandparents can invest in the co-operative now for their children and grandchildren; or can invest on their own behalf now with a view to The Rules giving their investment to their children and REPOWERBalcombe is a co-operative owned by grandchildren in their wills. Shares can be its members. Members elect directors and each inherited in accordance with instructions in your member has one vote in a members’ meeting will and this should not affect SEIS tax relief. regardless of the number of shares held. Investors can invest on behalf of children and Members are protected by limited liability and grandchildren as their nominee, but in that case are only obliged to contribute the initial cost of SEIS relief will not normally be available. their shares.
Other than on the death of the holder, shares As an Industrial and Provident Society, may not be transferred and will not be tradable REPOWERBalcombe is governed by rules which on any stock exchange. REPOWERBalcombe are approved by and registered with the Financial members do not have the right to withdraw their Conduct Authority. A copy of the rules is available share capital but the board has the power to on the co-operative’s web site at permit its shares to be withdrawn by agreement www.repowerbalcombe.com/documentation between the board and the member in and a printed copy is available on request.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of About the Schools
School Solar PV Anticipated annual Project cost Co-operative’s projected capacity (kW) output (kWh) (ex-VAT) income (first full year)
Balcombe . kWp kWh £ , £ Primary
Turners Hill . kWp kWh £ , £ Primary
Overview The co-operative has undertaken detailed surveys of the schools, details of which are above.
The above figures are based on estimates and new buildings, the new hall lends itself provided by Joju Solar and Southern Solar, the co- perfectly for solar with a south facing roof making operative’s contractors and solar advisers. The the best use of the Sussex sunshine. The school projected income is the aggregate of the Feed-in currently cares for around children in a tariff and sale of electricity adjusted for stimulating learning environment. anticipated inflation.
“Balcombe C E Primary School very much looks forward to working with About Balcombe Primary School REPOWERBalcombe in helping them to achieve their goal of genera ng the equivalent of % of Balcombe’s energy, through renewable sources. We are proud and excited to be involved at the earliest stages of this endeavor, which will lead to a cleaner, more sustainable future for our children. Our partnership will allow us to
exploit the learning opportuni es created The roof where the solar PV installation will be at by this project and enable us to develop Balcombe Primary School. the children's environmental awareness Balcombe Primary School is situated in an idyllic whilst genera ng clean renewable rural setting and is very much part of a thriving energy.” village community. The school is comprised of old
REPOWERBalcombe Co-operative Limited Share offer (February ) page of WENDY MILLBANKS, HEAD TEACHER, BALCOMBE PRIMARY SCHOOL Environmental and educational benefits of the solar PV About Turners Hill Primary School installations Turners Hill Primary School is an award-winning The solar PV installations at these two primary primary school based in Turners Hill. The school schools will not only save the schools money and has previously won many awards for their eco cut the school’s carbon footprint, but will also credentials, including being nominated for the provide the schools with a fantastic education prestigious Ashden Awards. This solar installation resource. In addition to the solar photovoltaic will mean that for much of the year Turners Hill system, the co-operative will provide the schools Primary School will be generating all of their with display monitors showing how much electricity from renewable energy sources on electricity the panels are producing, how much site. carbon dioxide they are saving from reaching the atmosphere, a data link to the panels’ output and educational materials – to involve the students and their parents in climate change mitigation, sustainability and renewable energy generation.
REPOWERBalcombe is currently working with both schools to develop an education package to enable the school children to learn about renewable energy. The roof where the solar PV installation will be at Turners Hill Primary School.
Thomas Parker (REPOWERBalcombe Technical “Turners Hill Church of England Primary Director) giving Imberhorne School students a School is commi ed to its eco status and tour of the current Turners Hill renewables green creden als. To support our vision of REPOWERBalcombe aims to have sufficient cash becoming carbon neutral we see working flow to start contributing towards a community with REPOWERBalcombe as a natural next benefit fund by year and then every year after. step towards realising this goal. We are The main purpose of the fund is to help people keen to forge a mutually beneficial and organisations reduce energy use, particularly working rela onship which we hope will those least able to afford this. result in a solar PV scheme. Together we hope this scheme will benefit the In Thomas addition Parker we (REPOWERBalcombe may wish to lookTechn ical at Director) energy giving efficiencyImberhorne projects School atstuden thets three a tour ofsites the currenthosting Turner the s Hill community, the school and the children’s renewables. co-op’s renewable energy. understanding of sustainability and stewardship.”
BEN TURNEY, HEAD TEACHER, TURNERS HILL C E PRIMARY SCHOOL
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Financial Information
practicable level. The board will not be paid and Income the co-operative will seek further volunteers in its The co-operative’s income will come from the work. The co-operative’s business is very sale of electricity, maintenance charges and the straightforward and involves few transactions Feed-in tariff (that is a payment made by the and very reliable equipment. electricity industry to a generator which generates renewable electricity such as from solar panels; it is presently paid at the rate of between . p and . p per kilowatt hour Interest generated for installations of the size the co- Investors in the co-operative will receive a fair operative intends to install and is increased on return on their investment intended to be st April in each year by the rate of inflation in the sufficient to obtain and retain enough capital for previous calendar year). The Feed-in tariff will be the co-operative’s business requirements. The the principal source of income. co-operative will not pay dividends but will pay variable interest annually in arrears on the Solar PV panels generate most electricity, and balance of each member’s shareholding therefore income, in the summer. The output of reflecting financial performance in the previous solar PV panels gradually reduces over time, and year. The interest is paid gross and not subject to this effect is reflected prudently in the co- a retained income tax credit. operative’s projected income. Interest is anticipated to be % per annum on the sum invested in the first full calendar year. The co-operative anticipates holding its annual Expenses general meeting in February each year and Expenses represent the cost of administering the distributing share interest shortly afterwards, co-operative (such as preparing accounts, with the first payment being made in February insurance and shareholder communications); . monitoring, maintaining and repairing the panels; operating a sinking fund for inverter replacement (the inverters are the part of the solar panel system which convert the direct current Payment of SEIS tax relief to electricity generated by the panels to alternating investors current electricity for use by the schools and for Although the co-operative does not anticipate export to other users via the electricity grid); and paying interest in respect of its first year ( ), depreciation. The inverters are the only part of if the co-operative qualifies for SEIS relief those the solar panel system that are likely to need of its shareholders who pay income tax should replacing and each is budgeted to be replaced receive tax relief under the SEIS representing % once. The co-operative is seeking to minimise its of the sum they invested. For co-operative operating costs to the lowest reasonably
REPOWERBalcombe Co-operative Limited Share offer (February ) page of members who receive SEIS tax relief a % return The effect of returning capital is to increase the is worth % on the amount invested net of tax return for long term shareholders on the capital relief. they have remaining in the business, to encourage them to retain capital in the business. In order to provide funds to enable other members to withdraw if they wish the Directors Taxation payable by the co- have confirmed that they will not seek early operative withdrawal of their shares; additionally the co- The co-operative does not anticipate having any operative will consider borrowing and will also liability for tax as it should receive capital maintain a list of prospective members who wish allowances on its capital expenditure on solar to invest, or invest further, with those new funds panels and because interest paid to members is being used to fund those withdrawing. EIS relief tax deductible. The co-operative has registered is unlikely to be available for these later stage for VAT. investments.
Shares may only be withdrawn if the Board, in its absolute discretion, consents and is also subject Repaying the money you invest to availability of funds and the co-operative’s rules. Except in cases of hardship, the Board will The investment in principle is for years, and is only permit shares to be withdrawn from for a minimum of three years in order to retain February and applications to withdraw SEIS tax relief. shares will generally be dealt with on a “first There are no arrangements or binding come first served” basis. Interest will be commitments in place to enable a realisation of generally paid in respect of the member’s shares. As an indication of an exit route the co- shareholding at st December prior to the operative currently envisages, if it has sufficient withdrawal of any shares on that date. funds and members agree, that shares in the co- operative might be disposed of by making available about % of its capital for redemption of shares at the end of the financial year three years after the co-operative’s last share issue under the EIS; and as an indication of an exit route currently envisages it might redeem about a further % of its shares each year thereafter.
We anticipate members who wished to redeem their shares would be given priority, and any remaining shares would be redeemed in proportion to members’ shareholdings. All redemptions would be at the par value of £ .
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Financial Projections The table below assumes the co-operative raises £ , and installs panels at Balcombe Primary School and Turners Hill Primary School. It incorporates the initial share offer of £ , for the Grange Farm installation and so the figures are the forecast for the first years for the three sites combined.
Year 0 1 2 3 4 5 6 7 8 9 10 Year Ending 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 31/12/2023 31/12/2024 31/12/2025
Turnover £ 3,921 £ 7,843 £ 7,979 £ 8,117 £ 8,257 £ 8,400 £ 8,545 £ 8,693 £ 8,843 £ 8,996 £ 9,151
Expenses -£ 5,694 -£ 1,389 -£ 1,417 -£ 1,445 -£ 1,474 -£ 1,503 -£ 1,534 -£ 1,564 -£ 1,595 -£ 1,627 -£ 1,660
Net Profit before depreciation -£ 1,773 £ 6,454 £ 6,562 £ 6,672 £ 6,783 £ 6,897 £ 7,012 £ 7,129 £ 7,248 £ 7,369 £ 7,491
Depreciation charge £ - -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508
Profit -£ 1,773 £ 2,946 £ 3,055 £ 3,164 £ 3,276 £ 3,389 £ 3,504 £ 3,621 £ 3,740 £ 3,861 £ 3,984
Investors Capital £ 80,300 £ 80,300 £ 80,300 £ 80,300 £ 69,777 £ 66,270 £ 62,762 £ 59,255 £ 55,747 £ 52,239 £ 48,732
Repayment of Investors capital £ - £ - £ - -£ 10,523 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508 -£ 3,508
Balance of Investors capital at year end £ 80,300 £ 80,300 £ 80,300 £ 69,777 £ 66,270 £ 62,762 £ 59,255 £ 55,747 £ 52,239 £ 48,732 £ 45,224
Interest to Investors £ - -£ 3,508 -£ 3,508 -£ 2,981 -£ 2,806 -£ 2,631 -£ 2,455 -£ 2,280 -£ 2,105 -£ 1,929 -£ 1,754
Net profit after capital repayments and interest -£ 1,773 £ 2,946 £ 3,055 -£ 6,832 £ 470 £ 759 £ 1,049 £ 1,341 £ 1,636 £ 1,932 £ 2,230
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Assumptions Expenses of the share offer and The financial projections set out above are based preliminary work on the following principal assumptions: The expenses of the share offer and the Costs incurred in the installations will be in preliminary work of the co-operative (that is accordance with the estimates received. excluding the cost of or relating to installing Installations will all be undertaken in panels or the recurrent costs of operation) are accordance with the timetable. anticipated to be approximately £ .
Inflation is %. Electricity output is in accordance with Joju and Southern Solar’s estimates. Panel Borrowing degradation is assumed to be better than The co-operative does not intend to have any supplier’s guarantee with a drop in output in long term borrowings but may borrow first years no worse than % and in next comparatively modest sums (as a proportion of years no worse than a further %. its capital) on a short to mid-term basis for Inverters are expected to require replacing business purposes such as once in years, and inverter prices are expected to fall in real terms by % over a) Funding any VAT due, pending its years resulting from improvements in repayment; manufacturing technology. The remaining b) Completing an installation at a school if equipment has minimal moving parts and is funds raised are insufficient; c) Repairs and replacements above considered to be highly reliable. budgeted amounts and
d) Enabling share capital to be withdrawn.
REPOWERBalcombe beer mats!
REPOWERBalcombe Co-operative Limited Share offer (February ) page of How to Invest
An application form with details of how to invest operative. If you invest you agree to membership is attached at the end of this share offer of the co-operative and to be bound by its rules. document. The minimum investment is £ and Please read the rules before investing. the maximum investment is % of £ , or £ , . We are applying for confirmation from All documentation relating to the co-operative HM Revenue and Customs that the share issue (including the rules) can be found at qualifies for Seed Enterprise Investment Scheme www.repowerbalcombe.com/documentation. (SEIS) relief. Do contact us if you have any questions about Investors must be at least year old. A member your investment on may hold shares on behalf of somebody who is [email protected]. under but those shares shall be treated as belonging to the member until they are transferred following the child's th birthday. Investors must support the objectives of the co-
The REPOWERBalcombe team looking for the next solar site.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Glossary
Board - The Board of REPOWERBalcombe Co- Offer Document or Share Offer Document - this operative Limited. document inviting persons to subscribe for the shares. The co-operative, REPOWERBalcombe – REPOWERBalcombe Co-operative Ltd, Offer Period - The period during which the offer registered office: Solstice House, London Road, will remain open (including any extension). Balcombe, West Sussex, RH HT. Registered Industrial and Provident Society number R. Offer Shares or Shares - New shares of £ in REPOWERBalcombe, offered at £ each on the Directors - The directors of REPOWERBalcombe. terms and conditions under this offer document.
Feed-in tariff - the government regulated Rules - The rules of REPOWERBalcombe, a copy inflation linked price payable to producers of of which is available from the co-operative and at qualifying renewable electricity for years. www.repowerbalcombe.com/documentation.
Offer or Share Offer - The offer of shares in SEIS – Seed Enterprise Investment Scheme, REPOWERBalcombe contained in this Offer whereby HM Revenue and Customs provide Document. certain tax reliefs for qualifying investments in certain trading companies. Offer Costs - The expenses incurred by or on behalf of REPOWERBalcombe in issuing this Offer Document.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Terms and Conditions of the Offer
number of shares specified, or such lesser Eligibility number as may be accepted by the co- This share offer is open to individuals over operative. years of age and to organisations who support Once an application has been made it cannot the objects of the Co-operative. Investments can be withdrawn. be made by a nominee on behalf of children under . Consequences if the offer is
unsuccessful Minimum and maximum holdings If a sum less than the minimum capital is raised The minimum number of shares which can be to install both sites, but enough is raised to install applied for is and the maximum is , . one site then a reduced share offer will proceed. Shares cost £ each. If a sum less than the minimum capital required for a single site is raised then the share offer will Application procedure not proceed. Monies will be returned in full to the Read the accompanying share offer applicants as soon as practical. document. Pay special attention to the Risk Factors set Over subscription out on page - of the offer document. The number of shares you apply for will not Consider where you need to take financial necessarily be the number of Shares you will advice or other advice in relation to the terms receive. If the share offer is over-subscribed, and conditions of this share offer. shares will generally be offered by proximity to Read the Rules of the Co-operative set out at the sites. The Board reserve the right to www.repowerbalcombe.com/documentatio determine how to allot shares and your n since if you receive Offer Shares you agree application may be scaled down, or even rejected to automatic membership of in its entirety. REPOWERBalcombe Co-operative Ltd and to be bound by its rules Governing law Shares must be applied for using a completed The Terms and Conditions of the share offer are and signed Application Form. subject to UK law. Attach your cheque as described below under “payment” and send the completed Money laundering form to REPOWERBalcombe at the company Under money laundering regulations, you may be registered address required to produce satisfactory evidence of your By delivering an application form you offer to identity and it is a condition of this share offer subscribe, on the Terms and Conditions that you do so if requested. contained in this offer document, for the
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Payment Use of email Please attach a cheque or banker’s draft, drawn As a member you will receive various on a UK bank or building society, for the exact communications from us which you agree may be amount shown in the box under ‘Amount to by email, to minimise the cost and environmental invest’. If there is a discrepancy between the two, impact of writing to you. Please tell us your email or if the cheque is not honoured on presentation, address and advise us if you change it. your application may be rejected without further communication.
The children (and dog!) of REPOWERBalcombe.
REPOWERBalcombe Co-operative Limited Share offer (February ) page of Share Offer Application Form