Bledington Community Shop Limited Community Share Offer

Transcription

1 Bledington Community Shop Limited Community Share Offer Opening date: Tuesday 27 th March Closing date: Sunday 6 th May The Community Shares Standard mark is awarded by the Community Shares Unit to offers that meet national standards of good practice. For more information about community shares, the Community Shares Standard mark and the Community Shares Unit go to:

2 Preparation of BCSL s 2018 Business Plan has been supported by a grant from the Big Potential Breakthrough Programme, funded from the Big Lottery. The Big Potential Breakthrough Programme helps VCSE organisations work out how social investment might work for them. It is administered by Social Investment Business. For further information please see the website at bigpotential.org.uk

3 Offer Summary Bledington Community Shop Limited (BCSL) is offering the sale of shares to complete the project and open a shop and café in Bledington in the autumn of The opening date of the share offer is Tuesday, 27 March 2018 The closing date of the share offer is Sunday, 6 May 2018 The Management Committee reserve the right to extend the offer beyond this initial period if they believe doing so would benefit the share issue. Minimum investment per individual is 10 Maximum investment per individual is 12,000 The Society is seeking a minimum of 50,000 from this offer, an optimum of 60,000 and a maximum sum of 75,000. Community shares are fully at risk and you could lose some or all of the money you invest. You have no right to compensation from the Financial Services Compensation Scheme, nor any right of complaint to the Financial Ombudsman Service. You are advised to read this document in conjunction with the Bledington Community Shop Business Plan and obtain independent financial advice if you are unsure about investing. Copies of the Business Plan and Society Rules are available on our website: This share offer document Outlines what we are seeking to do and why we think this matters to our community. Explains the community share offer and provides information about the Bledington Community Shop project. Invites you to invest in Bledington Community Shop Limited. Has been produced by and is endorsed by the Management Committee of Bledington Community Shop Limited. Bledington Community Shop Limited is a society registered with the Financial Conduct Authority (FCA) and its registered number is 31287R and the registered office is Addison House, Church Street, Bledington, Oxfordshire OX7 6XG Community Shares Standard This share offer document has been awarded the Community Shares Standard Mark by the Community Shares Unit in recognition that it meets national standards of good practice. These standards ensure that: The offer document and application form are easy to understand You are provided with all the facts you need to make an informed decision The facts are supported by the annual accounts and/or Business Plan for the Society Nothing in the documents is purposefully incorrect, confusing, or misleading Societies are asked to sign a Code of Practice requiring them, among other things, to give the public a right of complaint to the Community Shares Unit. For more information about community shares, the Community Shares Standard Mark and the Community Shares Unit go to: 1

4 Introduction You are invited to invest in the Bledington Community Shop project and be part of the fundraising campaign to open a shop and cafe in the autumn of This share offer aims to build on the previous membership offer launched in 2012 which, along with village fundraising, successfully raised enough to purchase the welllocated site in Middle Orchard, obtain planning permission to build the shop and café, and to contribute towards the final build. We are now raising funds to complete the project. We are offering an investment opportunity to buy shares in the Society that, subject to HMRC approval, may enable you to receive up to 50% tax relief on your investment. This is a long-term investment for the benefit of the community, as explained further below. It is not the same as the more familiar investment in a private sector business where investors hope to make a return from dividends or an increase in the value of shares held which are freely marketable. The building of the shop offers the community long-term security for this asset. However, much of the funding to complete the project must come from the community. Our Mission Through a new community-owned Village Shop and Café we aim to strengthen social interaction, support engagement and enhance the overall well-being of our local community of Bledington and neighbouring villages. We will achieve this through: Providing a new Shop and Café at the heart of the village Providing in the Café a meeting place that supports social interaction The sale of a range of essential products that the community needs Providing an outlet for distinctive locally produced goods and services Offering outreach services which enhance quality of life and reduce social isolation Engaging volunteers to contribute to the Shop and Café and to deliver supportive services to the community Enabling younger residents to develop skills and experience vital to their future careers The Story So Far Bledington has been without a village shop since 2006, when its operationally profitable, privately-owned shop and Post Office closed. The premises were subsequently converted to residential use. Following the closure, a group of concerned residents formed a committee to test whether the village wanted a shop in the village. After a positive response, BCSL was set up in 2011 and its Management Committee have worked hard to negotiate, secure, and purchase the land, and gain planning permission to build a shop on Middle Orchard, in the centre of the village. In the accounts for the year ending March 2017 (which can be found on the total net assets were 65,227, of which 10,593 was paid up share capital. At the end of 2017 the Society, which is yet to trade, had 299 members. Funds raised so far are from the initial membership share offer, some small grants, and a variety of well-attended community fundraising events, including providing teas and cakes at Chastleton House (NT). We are grateful for generous support from The Plunkett Foundation, Summerfield Trust, and the Susanna Peake Charitable Trust. We now have around 149,000 available towards the final stage in funds either held by BCSL and the village charity, Bledington and Foscot Community Association Limited or firmly committed to the project. 2

5 Alongside restoring a shop to the village, the project will have room for a modest café, and an inbuilt opportunity to extend this once BCSL is established and achieving trading surpluses. We plan to stock a wide range of goods within a bright and attractive environment. Most important, we plan to develop a thriving business, investing for the long-term benefit of the community. The business will be run by a paid manager, supported by a team of volunteers from the community. We are aiming to be open between 7.30am to 6.30pm Monday to Saturday, and 9.00am - noon Sunday and Bank Holidays. We are planning a modern, sympathetically designed building with an easy flow around the shop, and a focus on locally sourced produce where possible. It will cost 235,825 to complete the project and the balance of additional funds now required to open the Shop and Cafe in total is 87,100. This will be will be raised by a combination of the new community share offer, grant funding, charitable donations, sponsorship, and a small loan if our optimum target is not met. Who We Are Bledington Community Shop Limited is a Society, registered with the FCA for the benefit of the community (registration number 31287R). The registered address is Addison House, Church Street, Bledington, OX7 6XG. The Society was created using Plunkett Foundations Model Rules, recently updated and approved by the Financial Conduct Authority, that form our governing document. The Society is managed by the community for the benefit of the community, not just its members. Enshrined in our Rules is the principle that surpluses, beyond those required for the prudent operating needs and reinvestment of the business, will be distributed to community projects. Community Benefit Societies are member-owned organisations that seek to provide benefits for their community. The benefits of a large membership include: Having a larger number of people who have a financial interest in the running of the enterprise and who are more likely to use it regularly A greater number of people who attend Annual Members Meetings and committee meetings and positively contribute to the overall direction of the business A more accessible pool of people to draw on when committee numbers are falling, or when more volunteers are needed to help run the business The Society is managed by an elected Management Committee, and those that have reached their term will either step down at the Annual Members Meeting or may offer themselves for re-election along with any other members who would also like to be elected onto the Management Committee. The current Management Committee of Bledington Community Shop Limited is: Victoria Algar Rebecca Allen Benjamin Ball Sigi Lang (Committee Secretary) Penelope Leather Michael McCulloch (Joint Chairperson) Robin McCulloch (Joint Chairperson) Andrew Packe Heather Pearson Ben Woodward (Treasurer and Company Secretary) Biographies for the Management Committee are included in the Business Plan. Both the Business Plan and the Society s Rules are available on our website 3

6 About Community Shares Community shares refers to withdrawable share capital, which is unique to Co-operative and Community Benefit Societies under the Co-operative and Community Benefit Societies Act This type of share capital can only be issued by Societies and it differs from the usual transferable shares as offered by companies. When a share is withdrawable as opposed to transferable, it can only be withdrawn from the organisation in which it is invested. Shares may be withdrawn at their nominal value after a minimum period of 3 years (or such other period as the Management Committee may decide) and at the sole discretion of the Management Committee having regard to the needs of the business. Withdrawals can only be funded from trading surpluses or reserves of the business, or from new share capital raised from members. The value of a share in BCSL cannot increase beyond the nominal value of 1 and may be reduced if liabilities exceed assets. However, because the shares are issued by a corporate body, no further liability can fall on you as a shareholder. BCSL is subject to an asset lock and the Society therefore cannot be sold for the benefit of its member shareholders. In the event of a solvent winding up, assets would be sold, and after creditors are paid, shareholders could be repaid up to the nominal value of their shares. Any surplus would be put to community use. If the Society s liabilities were more than the assets, shareholders would lose their investment. Financial Returns Our rules allow interest to be paid on shares but given the aims of the project, the current Management Committee intends to reinvest any surplus in the community rather than pay interest. Over time, members can review this policy. Subject to HMRC approval, you may be able to receive up to 50% tax relief on your investment if you are a UK taxpayer. It is best to think of community shares as an investment in the future well-being of the community. Surpluses will initially be put back into the business for the development and support of community projects in line with our objectives. In addition, at the sole discretion of the Management Committee, a proportion of surpluses may be used to fund share capital withdrawals in line with our Rules from the 4th year of trading onwards. Surpluses not needed for the development of the business will be used primarily for the benefit of the immediate community. We have defined the immediate community as the residents of Bledington, Foscot, Foxholes, and neighbouring villages. While not generating financial surpluses for shareholders, our intention is to generate a social dividend for the community including: Having a local shop for essential items Having a café as a place to meet up and socialise Providing paid employment Providing an opportunity to work with good quality local producers and reducing food miles Reducing car journeys travelling to supermarkets Providing a community information centre and meeting place Providing a local delivery service for the house-bound Offering volunteer opportunities 4

7 How does the Share Issue work? The minimum investment is for 10 made up of 10 1 shares. If you are not already a shareholder, the purchase of a single share confers membership of Bledington Community Shop Limited. The maximum number of shares per person is 12,000 shares ( 12,000). BCSL will not accept any single investment greater than 12,000. We have set this limit to encourage a wide share ownership and ensure that no single member shareholding exceeds more than 10% of the overall capital value of the business. If the share offer reaches its target, the business will be capitalised at more than 125,000. All members are entitled to have a say in how the Society is run. Any person over 16 years of age and who supports the BCSL purpose can apply for shares. Regardless of how many shares they hold every member will have one vote at Members Meetings and this makes for a very democratic and inclusive structure. If you are already a shareholder, you will not acquire any further voting rights by investing in this share offer. It is the aim of BCSL to attract as wide a membership as possible from within the local community, as this will mean maximum involvement and interest in ensuring that the business will succeed and be valued by all. The Investment Now we need to build the shop and cafe, install and connect the services, install fixtures and fittings, and allow for stock and pre-opening expenses. Estimated capital costs to complete the project (excluding working capital) are 235,825. This is made up of: Site Works 91,650 Building Construction (inc. contingency) 107,550 Total Building Costs 199,200 Shop Fit Out 18,100 Initial Stock Costs 13,000 Pre-opening Costs 5,525 Total Pre-opening costs 36,625 Total Start Up Capital Cost 235,825 We plan to cover these costs as follows: "Known" Sources of Funds Cash at Bank 48,100 Grant from Village Charity - committed. 59,000 Donations received or committed Firm pledges 41,625 Total Known Sources of Funds 148,725 Additional Funds to be raised EU Leader Grant (est. 25k- 30k) 25,000 Community Share Offer 50,000 Awards for All 7,500 Other Donations Misc. Grant Funding 4,600 Business Loans Total Additional Funds to be raised 87,100 Total Funding 235,825 5

8 In addition, we are seeking sponsors and donors to supply fixtures and fittings. If we do not raise our optimum target in community shares or grant funding, we may need to negotiate a small loan. If the EU LEADER grant is awarded, it is paid retrospectively for work carried out, so a short-term cash flow loan may be required until the grant is received. Our business plan forecasts show that after completion of all initial capital expenditure, including all preopening costs, we will hold a sum of 15,000 as working capital. This working capital will be further supplemented by a regular direct debit monthly pre-payment scheme that will be introduced ahead of the opening of the Shop and Café. Our Targets The share issue needs to reach at least 50,000 before the Society will consider it a success and we can accept up to 75,000 in total. Should the Society only reach 50,000 then we may have to consider a small business loan to be able to open the shop as long as the grants are achieved. Continuing local fundraising efforts during 2018 are also a potential source of funds. In the event of the share offer exceeding 75,000, all those applying for 100 shares or less would receive the full amount applied for while the remaining applications would be scaled back in proportion and money refunded to ensure the maximum target was not exceeded. The more BCSL raises from members, the less it needs to secure in loans and the sooner we will be able to reinvest in the enterprise for the benefit of the community. It will also allow for contingency if not all of our grant applications are successful or raise the amount hoped for. As set out above, BCSL is applying for two grants to cover some of the expense of completing the new building. If we are awarded only a part of the figure applied for, then the project may proceed but we would need to seek corresponding further funding. If the grants are not awarded, then the project plan will be revised. If the awards are granted in full, and assuming the minimum share capital is raised, the project will proceed as planned. In both cases BCSL has had positive preliminary responses and is now working on the full applications. What happens if we are successful in this share issue? Provided sufficient grant funding is awarded and the minimum target met, BCSL will order the building work, and then begin the process of moving to the final stages of completing the project. We hope to be able to open the new shop and café in Autumn 2018, but this is heavily contingent on being successful with the fundraising and on the construction schedule. What happens if we are not successful in this share issue? In the event of not reaching the minimum figure of 50,000, providing we are confident that we can achieve our other fundraising targets, we will extend the share offer until we are in a position to commence work, but the project may be delayed. If the optimum target of 60,000 is not met but we do reach the minimum target of 50,000, we will seek to raise the remaining amount in business loans, grants, and other means. If finally, we cannot raise enough through capital grants, shares, and other means, work on the new shop and café will not commence, and the share investment will be returned in full. Until then shareholder funds will be held as restricted funds and not used for any other purpose. 6

9 Is this a sound proposition and is the business viable? The former village shop was operationally profitable. We believe that our business plan represents a sound business proposition showing a potential modest surplus from year one of trading and an accumulated profit after 3 years of over 15,000. Our expectation, based on the experience of similar community enterprises, is that with the support of the village there is no reason why we cannot succeed as a community shop and café. Tax Benefits There are a number of tax relief schemes available to members of Community Benefit Societies, all designed to encourage investment in community businesses. The Management Committee has received advance assurance from HMRC that this share offer meets the requirements of the Seed Enterprise Investment Scheme (SEIS). Under the scheme, investors may be able to claim 50% tax relief (income tax and capital gains) on their share purchase. This is regardless of the rate of tax they pay, providing they have paid sufficient tax to cover the amount being reclaimed. This will include both tax paid in the year in which the investment is made and the preceding year. The business has to trade for 4 months before a formal application for qualification for the relief can be made by the business. The relevant form will then be provided, enabling you to make the claim to HMRC. Example Providing the investor is a tax-payer, then an investment in shares of 1,000 will cost 500 after the tax has been reclaimed. For the tax relief to be retained the shares cannot be withdrawn for a minimum of 3 years. This generous support by the government to investors recognises the risk involved in small start-up businesses. We hope that it will encourage strong interest in supporting the share issue. In order to qualify for tax relief, no single investor (and associates including spouse, civil partner, lineal descendants and business partner) may hold more than 30% of shares. Please note that although HMRC has issued advance assurance, the amount of tax relief, if any cannot be guaranteed by BCSL. Risks We have identified a number of risk factors for the business. These include: Unforeseen increases in construction costs prior to opening Inadequate funding, i.e. failure to raise sufficient capital at the outset Dependency on a volunteer workforce Theft, damage or vandalism Trading performance fails to generate sufficient surpluses This list is not comprehensive, and any trading activity is vulnerable to change or unanticipated risk. For more details please look at Section 10 of the Business Plan. This offer is not protected by the Financial Services Compensation Scheme and investors have no recourse to an ombudsman; you could lose some or all of the money you invest. However Please also bear in mind that this share offer has been put together by members of our community for all members of our community. We would not do it if we did not believe in it. The shop is especially valuable for the elderly and vulnerable residents, and we believe is essential for a vibrant and supported community. 7

10 Frequently Asked Questions about Community Shares Why should I become a Member? You are invited to become a Member because yu have an interest in the communities for which Bledington Community Shop Limited has been established. It is important that as many members of these communities as possible participate in this venture and so help to raise the funds necessary to acquire and establish the community shop and café, however small an individual investment may be. Who can become a Member? Anyone with an interest in the communities for which BCSL has been established is eligible to become a Member. You do not have to live in Bledington or the local communities. The Management Committee may refuse any application for membership at its absolute discretion. I m already a Member, can I still apply for shares? Yes you can! This is a separate share offer from the earlier membership offer that you have already invested in. The current scheme has the specific purpose of raising investment funds to complete the project, and, subject to HMRC approval, offers the option of claiming tax relief on your new investment. As an existing shareholder, you will not acquire any further voting rights by investing in this share offer. Who will benefit from this venture? The people of Bledington, Foscot, Foxholes, and surrounding villages, as well as visitors, and tourists, will benefit directly from having a village shop, and one that is run for the benefit of all of us. Any surplus, after investment in the business will be used to benefit the community in accordance with the Society s Rules, or for possible share capital withdrawals as explained earlier. Is there a Business Plan? Yes. Copies are available from the Management Committee of BCSL and on our website Is it a good business proposition? The community shop model has proved itself to be very robust. More than 340 community shops have been established in the UK, with 95% success rate. It has been proved that communities that work together to set up such a venture will support it in the future. Is the investment guaranteed? This is a long-term investment for the benefit of the community and is not guaranteed. It is not the same as the more familiar investment in a private sector business where investors hope to make capital gains from an increase in the value of shares held which are freely marketable. Please seek further financial advice if you are not sure about investing. What happens to my shares if the business fails? In the case of a solvent winding up, assets would be sold, and after creditors were paid, shareholders could be repaid up to the nominal value of their shares, and any surplus thereafter would be put to community use. If the Society s liabilities were more than its assets, shareholders would lose their investment. Am I being asked to pay an annual subscription? No. All shareholders are Members from the point they invest, until they cease to be a Member by either resigning from membership or withdrawing their shares (with the agreement of the Management Committee). 8

11 Frequently asked questions about community shares (continued) Who are the people organising this? Can I trust them, and do they have a personal interest? The Management Committee making this share offer is a group of volunteers who believe passionately in establishing a shop and café in the village. They do not have a personal financial interest in this project beyond the amount they have invested themselves. Full details and biographies are in the Business Plan. Who will run the shop and café? A paid manager, supported by a team of volunteers from the community. The manager will be employed on behalf of BCSL by the Management Committee and will report to the Management Committee. Members of the Management Committee are elected on a three-year rolling basis by a Member vote at the Annual Members Meeting. What s the difference between a Member and a Shareholder? None. Membership of BCSL is attained by holding a single share. As a shareholder you automatically become a Member of BCSL. What voting rights do I have as a Shareholder? You will be able to attend and vote at the Annual Members Meeting and stand for and vote for the Management Committee. In a Mutual Society, the rule is one member, one vote. So, no matter how large or small your shareholding, you have an equal voice. What is the minimum and maximum I can invest? A single share is 1 and a minimum amount is 10 shares The maximum investment is 12,000. Who can buy shares? Any individual over the age of 16 can buy shares in BCSL. Shares can also be purchased by companies or legally incorporated bodies and will be the property of that company; a nominee will need to be elected on behalf of the company. What is my liability, if I invest? Your liability is limited to the nominal value of your shares. Will my investment increase in value? Shares can go down in value if our auditor were to suggest a revaluation, but they cannot increase in value above their original price. Can I sell my shares? No, these shares cannot be sold. They are a special type of share known as a withdrawable share. The only way to recover their value is to apply to withdraw your shares from BCSL itself, which can only allow the withdrawal if it has sufficient trading surpluses or reserves in its accounts to support its objectives and its commitment to community projects. How do I get my money back if and when I need it? To enable the business to build up sufficient reserves, our Rules state that no withdrawals can be made in the first 3 years of trading. The two exceptions to this are as a result of the investor s death or bankruptcy. From the 4th year of trading onwards, shareholders may request to withdraw their investment by giving 3 months notice in writing. However, as stated earlier, withdrawals are at the sole discretion of the Management Committee having regard to the current and future needs of the business. If you already anticipate wanting to withdraw your investment, you should reconsider whether this is the right investment for you. 9

12 Frequently asked questions about community shares (continued) What happens to my shares if I die? In the event of the death of a member, the face value of the shares will normally be added to the estate for probate purposes. Under current legislation, you may (if you wish) elect to nominate a beneficiary for the value of your shares (but only up to 5,000), and thus exclude up to shares from your estate for probate purposes (i.e. the shares may pass to the nominee outside the will of the deceased). Our Rules allow shares to be transferred in case of death, or they can be withdrawn, but only if the Management Committee agrees, as explained above. What is likely to be the effect of an investment for my tax liability? The Society has secured from HMRC advance assurance of eligibility under the Seed Enterprise Investment Scheme. Once you have purchased shares and the company has traded for at least 4 months, the Society will formally apply to HMRC for the SEIS relief. If successful, a form will be issued to you as an investor to enable you to claim income tax relief at a rate of 50% of the value of your share purchase. The relief will initially be for the year in which the shares are purchased but you may be able to elect to carry back the relief to your previous tax year/liability. There is a requirement that the shares are held for a minimum of 3 years and so the Society will not permit any withdrawal by any investor who has claimed SEIS relief, as to do so could jeopardise the relief for every other investor too. It is the individual investor s responsibility to check their eligibility for, and to claim, their own income tax relief. Will my investment remain confidential? We will keep a Members Register with the names of Members but not the amount they have invested, and although access will not be encouraged, this Register will be available to the public. A separate Share Register which contains the information about an individual s shareholding will be held in a password controlled confidential environment. It will be necessary for this information to be known to the Treasurer, Society Secretary (carrying out the role of Membership Secretary), the Chairman and the accounts administrator, for administrative and management purposes. As required by the Data Protection Act, we have registered with the Information Commissioner s Office, which is aware that we will hold this information. Individuals have the right to view any information about themselves that is held by BCSL. What are the long-term plans? Since the campaign to set up a community shop started in 2006, we have gained much financial support for the project from the community, as well as some grant funding. Our primary aim now is to open the shop and café. We look forward to the shop s opening and thriving. Once we have achieved that, and have a sound financial footing, it is the ambition of BCSL to be able to put money into community projects, as well as to secure the future for the shop, and to extend the café to provide a larger social space for the community. How can I invest? You can invest by filling out the application form that accompanies this document. We can accept funds via a cheque or bank transfer. Details are on the application form. Application A share application form accompanies this document. Please use one per person. Further copies of the application form, along with copies of the Share Offer Document and Business Plan are available from our website Your application will be dealt with in the strictest confidence with only the Treasurer, the Membership Secretary (a role carried out by the Society Secretary), the Chairman and the accounts administrator, having knowledge of investments made. Please therefore ensure that the application once completed is placed in a sealed envelope and handed in at launch events, or delivered to our registered office, Addison House, Church Street, Bledington OX7 6XG or to the Treasurer at 2 Firs Close, Bledington OX7 6UA. Pre-addressed envelopes will be available 10

13 SHARE APPLICATION FORM I would like to purchase shares in Bledington Community Shop Limited Only one person can apply per form. You must be over 16 to apply for shares. If you need additional forms, please bledingtonshop@gmail.com or download from 1. Your Details " Full Name Address Postcode Phone 2. Your Shareholding ,000 Other amount (please specify): For this share offer the minimum investment is 10 and the maximum investment is 12, Payment for Shares I attach a payment by cheque made payable to Bledington Community Shop Ltd I have paid by BACS (please use your initials and surname as a reference) Bank Name: Handelsbanken Sort code: Account: I plan to apply for Seed Enterprise InEIS on my investment if approved by HMRC I have paid by card reader machine 4. Declaration I confirm that: I am 16 or over I have read the share offer document and understood and accept the terms of the share offer and the rules of Bledington Community Shop Limited I consent to using the address above as the primary means of communication for official documents from Bledington Community Shop Limited Signature: Date: " Please return this form in a sealed envelope by 6pm on 6 May to the registered office: Addison House, Church Street, Bledington OX7 6XG or to the Treasurer at 2 Firs Close, Bledington OX7 6UA, or hand it in at a launch event. Your investment will be banked and held on deposit until the minimum target for the offer is achieved. The offer closes at 6pm on 6 th May 2018 unless the Management Committee exercises its right to extend the offer if necessary

14 10 important points you MUST consider before investment When considering buying shares in Bledington Community Shop Limited (BCSL) you should realise this is not a conventional financial investment. It is an investment in our community, that will create a unique asset for us all, and help to make Bledington and neighbouring villages more vibrant, thriving, and sustainable. The main financial points of the present share offer are summarised below. Before investing you should read the Share Offer Prospectus, copies of which are available at all launch events, from Management Committee members, or on our website 1. The minimum shareholding is 10. Each share has a value of 1 and the maximum that can be held by an individual is 12,000. Shares must be paid for in full on application. 2. There is no annual membership fee. 3. Shares are not transferable (except on death or bankruptcy). You cannot sell these shares except to BCSL itself for their original value of 1 per share. 4. The value of the shares cannot increase beyond their nominal value of 1. The value may be reduced if liabilities exceed assets (ie if the business fails). 5. Your liability is restricted to the nominal value of your shares. In the unlikely event that the business failed, you would have no further liability. 6. The only way to recover the sum initially invested (or any reduced value) is to give notice of withdrawal. This cannot happen for the first three years after trading begins. In line with BCSL Rules and after three years, the specific conditions for withdrawal include: Three months notice to be given The total repayable in any financial year is limited to a maximum total of 10% of the net assets of BCSL Withdrawals must be funded from trading surpluses, reserves, or new share capital, and are at the absolute discretion of the Management Committee, who must be satisfied a withdrawal is consistent with the long-term interests of BCSL. 7. There are no specific plans to pay interest on these shares. You should view your return as a social investment. However, the Rules allow BCSL to pay interest provided the Management Committee is satisfied it is consistent with BCSL s long-term interest 8. Bledington Community Shop Limited has advance assurance from HMRC that investors who are UK taxpayers will be eligible to apply for tax relief at 50% of the value of shares purchased under the Seed Enterprise Investment Scheme. This applies to the first 150,000 of total investments in BCSL under the Scheme. 9. All monies invested in this Community Share Offer will be held and not spent until the Management Committee deems the fundraising programme is successful. Contributions will be fully repaid in the event that the project does not proceed. 10. This Bledington Community Shop Limited share offer is exempt from the Financial Services and Markets Act 2000 or subsidiary regulations. This means you have no right of complaint to an ombudsman. BCSL is registered with but not authorised by the Financial Conduct Authority and therefore the money you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme. As the whole of your investment could carry risk, you should consider it with reference to the complete Share Offer Prospectus and, if necessary, seek independent advice. If you need further information on this Share Offer please see our website or contact Michael McCulloch, Robin McCulloch (Co-Chairs), or Ben Woodward (Treasurer) at the addresses given in the Share Offer document or via bledingtonshop@gmail.com or " " By requesting that I become an investing member of Bledington Community Shop Limited, I agree to my name, address, phone numbers, address and the number of shares I wish to purchase being stored securely on a computer database. I understand that this information will be used for the purpose of maintaining a register of members as required by the rules of the Society, for the posting of notices regarding the activities of Bledington Community Shop Ltd and will not be passed to any third parties without your permission, except as required by law Bledington Community Shop Ltd. An Industrial and Provident Society for the Benefit of the Community Registered in England No: 31287R Registered Office: Addison House, Church Street, Bledington OX7 6XG. Tel: bledingtonshop@gmail.com

15 SHARE APPLICATION FORM I would like to purchase shares in Bledington Community Shop Limited Only one person can apply per form. You must be over 16 to apply for shares. If you need additional forms, please bledingtonshop@gmail.com or download from 5. Your Details " Full Name Address Postcode Phone 6. Your Shareholding ,000 Other amount (please specify): For this share offer the minimum investment is 10 and the maximum investment is 12, Payment for Shares I attach a payment by cheque made payable to Bledington Community Shop Ltd I have paid by BACS (please use your initials and surname as a reference) Bank Name: Handelsbanken Sort code: Account: I plan to apply for Seed Enterprise InEIS on my investment if approved by HMRC I have paid by card reader machine 8. Declaration I confirm that: I am 16 or over I have read the share offer document and understood and accept the terms of the share offer and the rules of Bledington Community Shop Limited I consent to using the address above as the primary means of communication for official documents from Bledington Community Shop Limited Signature: Date: " Please return this form in a sealed envelope by 6pm on 6 May to the registered office: Addison House, Church Street, Bledington OX7 6XG or to the Treasurer at 2 Firs Close, Bledington OX7 6UA, or hand it in at a launch event. Your investment will be banked and held on deposit until the minimum target for the offer is achieved. The offer closes at 6pm on 6 th May 2018 unless the Management Committee exercises its right to extend the offer if necessary

16 10 important points you MUST consider before investment When considering buying shares in Bledington Community Shop Limited (BCSL) you should realise this is not a conventional financial investment. It is an investment in our community, that will create a unique asset for us all, and help to make Bledington and neighbouring villages more vibrant, thriving, and sustainable. The main financial points of the present share offer are summarised below. Before investing you should read the Share Offer Prospectus, copies of which are available at all launch events, from Management Committee members, or on our website The minimum shareholding is 10. Each share has a value of 1 and the maximum that can be held by an individual is 12,000. Shares must be paid for in full on application. 12. There is no annual membership fee. 13. Shares are not transferable (except on death or bankruptcy). You cannot sell these shares except to BCSL itself for their original value of 1 per share. 14. The value of the shares cannot increase beyond their nominal value of 1. The value may be reduced if liabilities exceed assets (ie if the business fails). 15. Your liability is restricted to the nominal value of your shares. In the unlikely event that the business failed, you would have no further liability. 16. The only way to recover the sum initially invested (or any reduced value) is to give notice of withdrawal. This cannot happen for the first three years after trading begins. In line with BCSL Rules and after three years, the specific conditions for withdrawal include: Three months notice to be given The total repayable in any financial year is limited to a maximum total of 10% of the net assets of BCSL Withdrawals must be funded from trading surpluses, reserves, or new share capital, and are at the absolute discretion of the Management Committee, who must be satisfied a withdrawal is consistent with the long-term interests of BCSL. 17. There are no specific plans to pay interest on these shares. You should view your return as a social investment. However, the Rules allow BCSL to pay interest provided the Management Committee is satisfied it is consistent with BCSL s long-term interest 18. Bledington Community Shop Limited has advance assurance from HMRC that investors who are UK taxpayers will be eligible to apply for tax relief at 50% of the value of shares purchased under the Seed Enterprise Investment Scheme. This applies to the first 150,000 of total investments in BCSL under the Scheme. 19. All monies invested in this Community Share Offer will be held and not spent until the Management Committee deems the fundraising programme is successful. Contributions will be fully repaid in the event that the project does not proceed. 20. This Bledington Community Shop Limited share offer is exempt from the Financial Services and Markets Act 2000 or subsidiary regulations. This means you have no right of complaint to an ombudsman. BCSL is registered with but not authorised by the Financial Conduct Authority and therefore the money you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme. As the whole of your investment could carry risk, you should consider it with reference to the complete Share Offer Prospectus and, if necessary, seek independent advice. If you need further information on this Share Offer please see our website or contact Michael McCulloch, Robin McCulloch (Co-Chairs), or Ben Woodward (Treasurer) at the addresses given in the Share Offer document or via bledingtonshop@gmail.com or " " By requesting that I become an investing member of Bledington Community Shop Limited, I agree to my name, address, phone numbers, address and the number of shares I wish to purchase being stored securely on a computer database. I understand that this information will be used for the purpose of maintaining a register of members as required by the rules of the Society, for the posting of notices regarding the activities of Bledington Community Shop Ltd and will not be passed to any third parties without your permission, except as required by law Bledington Community Shop Ltd. An Industrial and Provident Society for the Benefit of the Community Registered in England No: 31287R Registered Office: Addison House, Church Street, Bledington OX7 6XG. Tel: bledingtonshop@gmail.com