RPB-Schools-Share-Offer-Doc.Pdf
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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: ñ Support a local business financially and promote renewable, sustainable energy usage. ñ Generate renewable energy, helping tackle energy security. ñ Support sustainable development within our community. ñ Fund the installation of solar PV panels that can be used as an education resource for local children. ñ Reduce carbon emissions and create a blueprint for sustainable electricity generation in other communities. ñ Potentially receive income tax relief equal to % of your initial investment under the Seed Enterprise Investment Scheme ñ 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