Low Carbon. June 2014

Transcription

1 Low Carbon Public Share Offer Your opportunity to take a share in Low Carbon Gordano Ltd funding the Moorhouse Farm Solar Array June 2014

2 contents contents 4 CHAIRMAN'S LETTER 5 ABOUT LOW CARBON GORDANO 6 MOORHOUSE FARM SOLAR ARRAY 7 PROJECTED INCOME AND COSTS 8 PROJECTED MEMBER RETURNS 8 TAX RELIEF 8 COMMUNITY BENEFITS 9 ACCOUNTANT S LETTER 10 OUR TEAM 11 MANAGEMENT 12 REGULATORY MATTERS 12 RISK FACTORS 13 ECONOMIC, REGULATORY, TAX AND OTHER RISKS 14 THE SHARE OFFER 14 TERMS AND CONDITIONS FOR THE SHARE APPLICATION 17 SHARE APPLICATION FORM 19 FURTHER INFORMATION 2

3 share offering share offering 2014 For the sale of membership in Low Carbon Low Carbon Gordano Limited (LCG or Society) is a Community Benefit Society set up to develop renewable energy resources and support and initiate energy reduction strategies for the benefit of local people. LCG is registered with the Financial Conduct Authority in England and Wales under the Industrial and Provident Societies Act 1965 (No 31251R). Share issue offer: Offer opens: Offer closes: 220,000 shares at 10 per share to raise 2.2m 18 June 2014 at 7.00pm 15 August 2014 at 5.00pm 3

4 Summary Chairman s letter As a community-owned enterprise, LCG represents a new vision for ownership of our energy supplies. A vision that allows local people to own and profit from the development of renewable energy resources. This share offer gives you the opportunity to join with us and become part of this exciting venture by investing in LCG s plans to build the Moorhouse Farm Solar Array in Hallen, North West Bristol. LCG is delighted to be working in partnership with Bath and West Community Energy (BWCE), a well-established and successful social enterprise, on this and future schemes. By purchasing shares you will: participate in the ownership of local renewable energy resources benefit from the Government incentives be eligible for interest we are aiming to pay members an annual return of around 7% gain a vote in the management of LCG contribute to developing a local energy supply improve energy security support the creation of a Community Fund Shares in LCG are valued at 10 each and investors may invest between 500 and 100,000 in withdrawable shares. We have applied to HMRC for pre-approval for EIS (Enterprise Investment Scheme). Subject to HMRC approval, qualifying income tax payers will be able to claim tax relief on 30% of their investment. Each investor will receive one vote regardless of the amount invested. We very much hope to welcome you as members of LCG and thank you for supporting the development of the Moorhouse Farm Solar Array. Jon Gething, Chairman Low Carbon Gordano Ltd 4 4

5 About About Low Carbon Gordano LCG was registered as a co-operative in Its purpose is to help local communities to become more sustainable by reducing their carbon footprint. It will do this by installing renewable energy systems and engaging in work that enables people to reduce their energy consumption. LCG s major objectives are: 1. To achieve carbon reduction through developing renewable energy generation schemes and investing in energy reduction programmes. 2. To generate a financial surplus from our energy generating projects which can be reinvested in further carbon reduction projects in our community. 3. To maximise local business and employment opportunities and help develop a sustainable local economy. 4. To encourage all sectors of the community to adopt a low carbon lifestyle. 5. To collaborate with energy deprived communities in other parts of the world to achieve fairer, sustainable, low carbon lifestyles. About BWCE LCG has entered into an agreement with Bath & West Community Energy Ltd (BWCE) under which BWCE provides financial and operational support to develop and manage LCG s projects. BWCE s vision is to create a family of communityowned and financially sustainable enterprises which will make a major contribution to local, renewable energy targets. BWCE was established What makes us different from a normal commercial enterprise? Firstly LCG is set up as a Community Benefit Society (a form of Industrial and Provident Society) under whose rules it must operate for the benefit of the community. Secondly, the Board members of LCG are all qualified and experienced professionals in their own fields. They are all local residents, with the exception of BWCE representative Jeff Kenna, and are all unpaid. This means costs can be kept to a minimum with outgoings being restricted to administration and essential professional support consequently there is more money for community benefit. It is the directors intention that the Moorhouse Farm solar array will be the first of a number of projects over the next few years financed from the Government Feed in Tariffs and the sale of electricity to the national grid. Our constitution is in the form of Rules registered and approved by the FinancialConduct Authority and can be viewed via our website at in 2010 and together with its partner societies has raised and invested over 3.5m in solar pv projects. The most recent success within the family was last month when BWCE s partner Wiltshire Wildlife Community Energy (WWCE) switched on a 1MW ground mounted solar pv system at Chelworth in Wiltshire. Further details can be found on their website at 5 5

6 The investment opportunity Moorhouse Farm Solar Array Once sufficient funds have been raised, it is the intention to build a MW ground mounted solar array on land adjacent to Moorhouse Farm, Hallen, Bristol. All necessary planning consents, leases and grid connection agreements have been obtained to build and operate this ground mounted solar array. The solar array will be constructed on land sandwiched between the M5 and M49 motorways. LCG will own the Moorhouse Farm installation and have a 26 year lease agreement with the landowner. When it is built, LCG will receive payments under the feed in tariff (FIT) scheme and income from the export of electricity to the national grid. The total installed capacity will be 1875 kw and the projected annual output is about 1780 MWh enough to supply the annual electricity demand for 500 houses. LCG is in the process of tendering for the supply, installation and maintenance of the solar array. On completion of the fund raise, a fixed price contract will be signed for the construction. Our aim is to complete the installation work in December The project has been registered with OFGEM, the UK energy regulator, and subject to OFGEM approval, this will fix the feed in tariff rate at 6.61p per kwh. This rate will increase in line with the Retail Price Index (RPI) each year. The total investment required for the solar installation including project acquisition and fund raising costs is 2.2m. The aim of this share offering is to raise this money in full. Biodiversity Statement Moorhouse Farm Solar Array Solar farms provide excellent opportunities for enhancing biodiversity. The Moorhouse Lane Solar Array, when built, will be managed for conservation purposes. It is envisaged that the land under the solar panels will become a wildflower meadow grazed by sheep. This will be in line with the ecological management and maintenance plan that was an accepted planning condition for the project. As there will be a relative lack of human activity on the site after it is built, it is expected that wildflower and wildlife populations will thrive and the biodiversity of the site will become enhanced. 6 6

7 The investment opportunity Projected Income and Costs,000 Year 1 Year 2 Year 3 Yrs 4-10 Yrs Yrs Total Electricity Generated MWh Income Costs O&M Insurance Management Cash Surplus Available for: Interest Community Fund Capital investment or repayment Cash Paid Key Assumptions The solar array is forecast to generate 1781 MWh in its first full year of operation Total investment costs to build the project are 2.2m, including construction, acquisition and fund raising costs The project is commissioned by 16 December 2014 and secures a feed in tariff of 6.61p/kWh Feed in tariff income and all costs increase by 3% each year Degradation in solar panel performance is at 0.8% per year in line with performance warranties The table above shows projected income over the life of the project. The income comprises income from the feed in tariff and from sale of exported electricity. The costs comprise operations and maintenance (land rent, business rates, servicing), insurance, and management charges. The feed in tariff income is for a period of 20 years. In years 21 to 25 the income stream is from exported electricity. The cash surplus is available to pay members interest, contributions to the Community Fund and for either reinvestment in new projects or to repay members capital. The actual amounts available will depend on the overall business performance. The project is insured for all risks and for loss of income 7 7

8 The investment opportunity Projected member returns A main objective of LCG is the successful assuming the long term RPI averages 3% per annum development of renewable energy resources for the (this has been the average for the last 14 years). If benefit of the community. As an Industrial and long term RPI drops below 3% we may need to reduce Provident Society, LCG does not distribute profits to the interest payments. Please note that the return to shareholders but may pay interest to members on investors is not guaranteed but payments to their shareholdings at a rate sufficient to obtain and members will be prioritised we would recommend retain capital required to carry out the Society s that you review the risks on pages 11 & 12 objects. Based on the assumptions on page 7, the project will We aim to pay members a real return in excess of the generate over 4.7m in its life and we will be able to long term Retail Price Index (RPI) averages. allocate the capital sums indicated to repay members We are projecting an annual return of about 7.0% who request to withdraw their shares. Tax relief We have applied to HM Revenue and Customs (HMRC) for advance assurance that the shares are eligible for tax relief under the Enterprise Investment Scheme (EIS), a government-backed scheme designed to encourage investment in smaller companies. If EIS status is granted investments will qualify for 30% tax relief for qualifying income tax payers (up to the amount of tax paid in the year) and Capital Gains relief. For example, a tax payer investing 10,000 in the scheme would be entitled to a 3,000 tax rebate in the following tax year provided their total tax payable is at least 3,000 for that year. For more information on Tax Relief see and consult a financial advisor. Shares in LCG will normally be exempt from inheritance tax providing they are held for two years as they should qualify for business property relief. Please ask for a nomination form if you wish to nominate a recipient for the value of your shares in the event of your death (also see page 15). Community benefits The provision of significant local community benefits is central to Low Carbon Gordano s vision. The benefits will be administered through the establishment of a Community Fund. The Fund will derive the bulk of its income from the surpluses generated as indicated in the table on page 7. We estimate that this will be 10,000 per annum rising in line with RPI. Acceptance of this amount this will be 8 8 subject to a member s vote at the AGM. The monies will then be donated to a charity being set up by Transition Portishead and hence will be an allowable expense to LCG for corporation tax. The Charity will be run by a board of trustees: it is intended that some of these trustees will be representatives of communities near to projects owned by LCG. These funds will be used for the purpose of developing more carbon saving projects.

9 Accountant s Letter 9 9

10 Team members Our team We have an experienced Board with the following qualities: Expertise in renewable energy and energy efficiency projects Business experience and organisational management Electricity contracting experience Accounting and financial expertise Long history of working on community projects The Board members are unpaid and have all invested in LCG Jon Gething Chairman After gaining a PhD in Mechanical Engineering, Jon joined the CEGB and worked as a controls system engineer for 17 years. During this time he chaired the Avon Wildlife Trust and later became Director of the Trust. On retirement in 2002 he was elected as a Liberal Democrat town and district councillor for Portishead. A founder of Transition Portishead and Low Carbon Gordano, Jon has lived in Portishead since Jeff Kenna Jeff gained his PhD in solar energy from Cardiff University. He has worked throughout the world specialising in energy policy analysis and evaluation of clean energy technologies. In 1982 he co-founded Energy for Sustainable Development Ltd (ESD). ESD received a Queen s Award for Export Achievement and was listed in the Financial Times top 50 best places to work in the UK. Since 2011 he has been MD of BWCE. Rob Lamoon Most of Rob s working life has been spent as a process engineer and project manager, specialising in electronic packaging of low power semiconductors for medical and telecoms applications. More recently he set up Energy- Savvy Ltd, a consultancy for businesses requiring guidance on energy efficiency measures to lower their carbon footprint while getting a quick return on their investment. He moved to Portishead eight years ago. Steve Cayzer Steve works in the Engineering faculty at the University of Bath, where he teaches postgraduate courses on innovation, project management and sustainable energy, and leads research into sustainable business and community energy. Previously he worked as an IT consultant and project manager before joining Hewlett-Packard and co-founding HP s first lab dedicated to sustainability. He is a founder member of Transition Nailsea. Paul Thurston Society Secretary Paul was a senior manager in the Probation Service before taking early retirement in order to set up his own management consultancy business. He moved to Portishead in In addition to LCG, he is involved as a committee member with Transition Portishead, as a volunteer with the Gordano Conservation Group and is a member of the Portishead Community Choir. Bob Langton Bob trained as a scientist before teaching in schools for 25 years and for 10 years he was Head of a large Bristol comprehensive. Since then he has worked as an international education consultant, especially in the Middle East and Africa: from he was deeply involved in a major EU-funded project in Iraq. Bob has lived in Pill for the last 25 years. He has been a parish councillor for 15 years and was a founder member of Sustainable Pill & District. Brian Titley Treasurer Brian Titley is currently on the board of Cooperative and Community Finance. Currently Vice-Chair of Co-operatives South West, he is a specialist in finance, marketing and governance, and project managed promotional work which led to a successful 1m share issue by Co-operative and Community Finance. A decade ago Brian returned to work for Co-operative Assistance Network Ltd, a worker co-operative assisting the development of co-ops and social enterprises. Ervin Bossanyi Ervin is a Principal Engineer in a leading international renewable energy consultancy firm based in Bristol. He has 35 years' professional experience of wind energy in academia and industry. He has lived in Backwell for 20 years, commutes to Bristol by bike, and leads the Energy Group of Sustainable Backwell.

11 Management Management LCG and BWCE have signed an agreement under which: BWCE agreed to finance the acquisition and fund raising costs for the Moorhouse Farm Solar Array at its own expense with the support of LCG. BWCE will recover their costs once the project reaches financial close. BWCE will continue to work for LCG on other projects with a similar arrangement under which BWCE will take the risk of project development and are paid only on success. The day to day management and operation of the Moorhouse Farm Solar Array will be undertaken by BWCE at an annual cost of 18,000 per year. This includes performance monitoring, liason with energy purchaser and other regulatory bodies, troubleshooting, contractor liaison and management, book keeping. Under these arrangements, LCG s costs are fixed and known in advance. The LCG Board will review operational performance quarterly and will be provided with management information under the contract with BWCE. BWCE has 1.6MW of solar PV already under management, including its own projects and a 1MW ground mounted solar array being managed on behalf of Wiltshire Wildlife Community Energy. To date BWCE has paid 7% to its members in every year since its first share offer. The Solar Array site plan LCG Directors on a site visit In the future payments for any new projects proposed by LCG and BWCE will only be made on the success and financial close of such a project. In this way the members investment in any particular project (such as the Moorhouse Farm Solar Array) will not be exposed to the development risk from any new projects. 9 11

12 Risk factors Risk factors If you are considering buying shares in LCG, it is important you are aware of the element of risk. We have outlined the major risks below. This may not be an exhaustive list or explanation of all the risk factors involved and it is worth noting that LCG's future performance might be affected by changes in market or economic conditions and changes in legal, regulatory and tax requirements. It is important to consider the risks carefully before you decide to invest. Make sure you can afford to be without the money you will pay for the shares. If you are in any doubt about the information in this document, you should consult an independent financial adviser authorised by the Financial Conduct Authority, or get advice from a solicitor or accountant. This investment should be considered as medium to long term. If your circumstances change, your shares may not be readily convertible into cash. Should LCG get into financial difficulties, then: We may have to suspend your rights to withdraw your shares We may have to write down the value of your shares You may lose all the money you have paid for your shares 8 12 Regulatory matters LCG is an Industrial and Provident Society and, in offering withdrawable shares, it is exempt from the requirement to be regulated under the Financial Services and Markets Act 2000 (FSMA) and subsidiary regulations. Accordingly, this offer document is not required to be approved as a share offering by the Financial Conduct Authority, nor has it been. The shares are not specified investments for the purposes of section 22 of FSMA (which specifies which activities are regulated by the Act) pursuant to paragraph 76 of FSMA (Regulated Activities) Order Therefore you do not have the level of protection that you might otherwise be offered by FSMA. The issue of withdrawable shares, which are not transferable, exempts this share offering from the requirements of an approved share offering required by section 85(1) of FSMA. The money that you pay for your shares is not safeguarded by the Financial Services Compensation Scheme or dispute resolution scheme and investors have no right to complain to the Financial Ombudsman Service.

13 Risk factors Economic risks LCG may be unable to raise enough capital to develop the Moorhouse Farm project Ofgem may not approve the registration of the project at a feed in tariff of 6.61p/kWh in which case the tariff will be reduced to 6.38p/kWh Capital costs could be higher than anticipated Operational costs may rise faster than anticipated MITIGATION: LCG will consider raising any shortfall to complete the project through debt finance. LCG has put in place the necessary measures to meet Ofgem requirements, so we expect to secure the higher tariff. If the project is not commissioned in time and we have to accept the lower tariff the project is still viable and it will not affect members return, but it will reduce the contributions to the Community Fund. Alternative financing options are also being investigated. The Board will also consider developing a smaller project if necessary, as long as the projected member returns mentioned on page 8 are still achievable. If there are insufficient funds to proceed then monies will be returned to potential investors. Regulatory risks Changes in Government legislation may affect the profitability of future renewable energy projects undertaken by LCG MITIGATION: LCG will pre-register the Moorhouse Farm project which will fix the feed in tariff (FIT) for 20 years. So this risk would mainly relate to future investments. Other risks Projects may be delayed by technical, financial or legal matters There may be interruptions to the generation of electricity caused by technical, financial or legal matters and mechanical or electrical failure of equipment, although these risks are covered by contractual maintenance agreements and insurance Any agreements subject to conditions could encounter unforeseen delays or problems MITIGATION: The Directors will seek to protect against these and all other foreseeable risks through appropriate insurance and prudent management practices. The Board will draw on its experience of renewable energy project management. Tax risks LCG may cease to qualify for EIS relief. If this were to happen within three years of your investment, it could result in you having to repay any income tax relief you have received MITIGATION: LCG will ensure it abides by the rules governing EIS eligibility 9 13

14 Membership The Share Offer This investment opportunity is open to individuals over the age of 16, corporate bodies or nominees of unincorporated associations. The purchase of shares automatically registers you as a member of LCG. There is a single class of shares with a nominal value of 10 The minimum investment is 500 (50 shares) The maximum investment is 100,000 (10,000 shares), unless the investor is another Industrial and Provident Society All members of LCG have one vote regardless of how many shares they hold Members may hold shares for children under the age of 16. Please use the form provided on page 18 Investors may withdraw their share capital after a period of three years subject to Board approval Shares under this offer are not transferable to third parties We will keep members up to date on developments through our website, s (where you have given us permission), via occasional newsletters, the Annual Report, the Annual General Meeting and any general member meetings that may be deemed necessary or of interest to members. Terms & Conditions for the Share Application Offer timetable The offer period is from 18th June 2014 to 15th August 2014 but may be closed early if fully subscribed or extended for a further period at the sole discretion of the Directors. Share certificates will be issued by 30 August 2014, as long as the minimum capital sum of 1.4m is achieved by the close of the share offer or balancing finance, if required, is secured. The minimum capital sum has been set by the Board at a level where they consider a smaller project is viable and projected member returns are consistent with those for a fully funded project as outlined on page 7 above. If the Board believe extra time is required to secure the balancing finance, the date of issuing shares may be extended by up to 1 month. If the Board believes that it will not be possible to raise the total minimum sum of 1.4m in that time, the funds will be returned, without the addition of interest. Our aim is to have the majority of our investors within the Greater Bristol area. We will therefore monitor take-up of shares and we reserve the right to withhold issue of shares to investors where we consider it necessary to ensure a majority of local membership. If more than the 2.2m required funds are raised then priority will be given to investors within the Greater Bristol area. If more than 2.2m is raised from investors within the Greater Bristol area alone then share allocations may be proportionately reduced for all these applicants. 8 14

15 Membership Terms & Conditions for the Share Application Sale or withdrawal of shares Shares in LCG cannot be sold to a third party or traded and there is no prospect of them ever being worth more than their nominal value of 10. You may seek to withdraw your shares after three years from the date of issue giving 90 days notice. Such a withdrawal is at the discretion of the Directors of LCG. The Directors of LCG have the right to change the notice period for withdrawals, or to suspend withdrawals. LCG will not repay you more than you paid for the shares. Although shares in LCG are withdrawable, at the discretion of the Directors, you may not be able to withdraw the full price you pay for them if LCG does not have sufficient funds available at the time you want to withdraw your shares. In the case of joint investors, all investors concerned must agree to the withdrawal. In some circumstances the Directors may be compelled to write down the value of your shares. Should you then wish to withdraw your shares you will receive only their written down value. Nomination option In the event of the death of a member, the repaid value of the shares will normally be added to the estate for probate purposes. The application form at the end of this document offers the option for you to nominate a recipient for the value of the shares in the event of your death. Your application You cannot withdraw your application for shares after we receive your application form. Any amounts to be invested are payable in full on application. The Directors do not have to accept your application for shares. They may decide not to issue shares to you or may allocate you fewer shares than you applied for. They do not have to give any reasons for their decision. Your application will be considered for approval at the first convenient Board of Directors meeting after the closing date of the offer. Neither LCG nor any of its Directors or agents can provide investment advice, tax advice or recommendations to investors. Share applications will be handled by Ethex, a not for profit online platform that promotes and manages positive investment administration. 9 15

16 Membership Terms & Conditions for the Share Application Your payment LCG or their agents Ethex will acknowledge receipt of your cheque and application and may cash your cheque as soon as it is received. We would appreciate the opportunity to take receipt of funds via bank transfer. If you are able to do this please say so on your application form and we will send you the bank transfer details by return. LCG will hold your money on trust for you until the Directors consider your application, which will be after the offer closes. The Directors will return your money to you (within 28 days of the Board of Directors meeting at which they consider your application) if they decide not to issue shares to you. If they decide to issue fewer shares to you than you applied for, they will return the balance to you (within 28 days of that Board of Directors meeting). The money will belong to LCG (and the Directors will no longer hold it on trust for you) as soon as the Directors issue shares to you (to the extent that they take it as payment for shares). The Society will not pay you interest on any money it returns to you. Your promise to the society You promise that: Your cheque will be honoured on presentation. You as an individual are at least 16 years of age. You have the authority to sign the application form. If you are signing it for another person, you will provide the Directors with evidence of your authority to sign if they ask to see it. The Directors will be unable to issue your shares until they see this evidence. You will give proof of your identity and address if the Directors ask for it. They may need to do this for anti-money laundering purposes. The Directors may have to hold your shares until they see this. Dissolution Your attention is drawn to rule 69 of the rules governing LCG which requires members to give up any personal financial benefit from the conversion, transfer, dissolution or winding up of the Society. On a dissolution or winding up of the Society, any surplus assets (after payment of any liabilities) shall not be distributed to any members but will be transferred to some other non-profit body or bodies nominated by the members which is or are subject to the same degree of restriction on the distribution of surpluses and assets as the Society. On a conversion, amalgamation and or business transfer, the society or company into which the society converts, amalgamates or transfers its business must have objects similar to those of the Society. Miscellaneous This Offer and any agreement entered into for the purchase and sale of shares in the Society is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. You will be bound by the rules of LCG if the Directors issue shares to you. Banker The Co-operative Bank PO Box 250, Skelmersdale, Wigan WN8 6WT 8 16

17 Share Application Amount to invest You may invest no less than 500 and no more than 100,000 I/We wish to invest a total amount of In Low Carbon Gordano under the Terms and Conditions of the Share Offer Applicant details Title (Mr/Mrs/Ms/other): Forenames: Surname: Company name (if appropriate): Address: Town: County: Postcode: If you have been living at the above address for less than 3 years please provide us with your previous address Please provide a daytime telephone number in case of queries relating to this application: Please provide your address: To keep costs to a minimum and save resources we will communicate with you mainly by . Please tick this box if you are happy for us to do so Declaration I/We confirm my/our understanding that: This application, if and when accepted by LCG, forms a contract subject to English law on the Terms and Conditions of the Offer Document; and that If insufficient funds are raised by the Offer, Application Monies will be returned. I/We confirm that: I/We have read the share offering, including the risk factors To the extent that I am an individual, I am over 16 I/We am/are not making an application that would result in an aggregate holding for more than 20,000 shares I/We will give proof of my/our identity and address if the Directors ask for it. They may need to do this for anti- money laundering purposes. The Directors may have to hold my/our shares until they see this I/We am/are not relying on any information which is not included in the share offering. SIGNATURE: DATE:

18 Share Application You can choose to: Hold shares on behalf of children and/or Nominate a person to whom you wish your shares to be transferred on your death. Please fill in the relevant sections below. Holding shares on behalf of children: If you wish to hold shares on behalf of someone else who is under 16, please fill in that person s details below. Forenames: Surname: Date of birth: Address: Town/city: Postcode: Nomination of shares on your death: You can nominate a person to whom you wish your shares to be transferred to on your death. Trustees will need to be appointed for a nominee under 16 years old. Low Carbon Gordano Ltd will respect your wish in so far as the law and our Rules permit. If you are a joint shareholder, your holding will pass to other joint shareholder(s) on your death, unless you complete the form below. Personal details of your nominee: Forenames: Surname: Date of birth: Address: Town/city: Postcode: I understand that it may not be possible for Low Carbon Gordano Ltd to action this request and I and my heirs will not hold the Society responsible for its actions. I understand that these instructions can only be revoked or amended by my giving clear written instructions to the Secretary of Low Carbon Gordano ltd at its Registered Office. I understand that trustees will need to be appointed if my nominee is under 16 years of age. Signed as a deed: Date: Name in print: Signature of Witness: Date: Name in print: For Corporate Membership: Please attach on a separate sheet the Company Registration number, registered office address (if different from applicant details) name address and date of birth of each Director/Trustee, Name to appear on the share certificate:

19 Further information Information Important You can find a copy of our Society Rules and more details on the Moorhouse Farm solar array on and ethex.org.uk Before completing the application form you must: Read this Share Offer Document. Pay special attention to the risk factors set out on pages 12 and 13 of the share offering. Consider taking financial or other advice in relation to the terms and conditions of this share offer. Read the rules of LCG at the weblinks above where additional information about LCG can also be found. How to buy shares To buy shares and become a member, please either: apply online via the Ethex website: or; complete the Share Application Form and return it with a cheque made out to Low Carbon Gordano Ltd, to: Ethex, The Old Music Hall, Cowley Road, Oxford OX4 1JE For questions about how to apply for shares in LCG call Ethex on or help@ethex.org.uk For questions relating to Low Carbon Gordano call or contact@lowcarbongordano.co.uk Copyright 2014 Low Carbon Gordano Ltd. All rights reserved. 19

20 Take a share in your local energy This share offering has been prepared by LCG and its Directors, who are responsible for the contents. The Directors have taken all reasonable care to ensure that every statement of fact or opinion included in this share offering is true and not misleading. It has been issued to raise investment of 2.2m to enable LCG to finance the installation and operation of its first solar photovoltaic project of 1875 kw. This offer is unregulated and not covered by any form of compensation scheme. Please consider carefully the section on risk factors and membership before investing. Any decisions to invest should be based upon consideration of the entire share offering and, where considered necessary, having consulted an independent financial adviser authorised by the Financial Conduct Authority or a solicitor or accountant. Low Carbon This share offer document has been reviewed by Stephens Scown LLP solicitors, for compliance with the Financial Services and Markets Act 2000 and subsidiary regulations. The financial projections have been reviewed by Monahans of Bath.