COMMUNITY SHARE OFFER

Transcription

1 The Cross Keys COMMUNITY SHARE OFFER Share Offer Opens: 21 st August 2017 Closing Date: 30 th September 2017 Minimum Target: 200,000 Maximum Target: 300,000 Redgrave needs you! Help save the Cross Keys REDGRAVE COMMUNITY SOCIETY Redgrave Community Society Ltd is a Community Benefit Society registered with the Financial Conduct Authority (registration number 7589) Redgrave Community Society Ltd Registered Office: Lilac Cottage, The Street, Redgrave, Suffolk, IP22 1RY secretary@redgravecommunitysociety.com

2 Contents Investment Opportunity The Vision Cross Keys History... 5 Share Offer... 6 Social Investment Tax Relief Scheme Your Questions Answered Share Application Form The Street, Redgrave circa

3 This is an opportunity to buy shares and become a shareholder of The Cross Keys, Redgrave, Suffolk, IP22 1RW The current owners of the Cross Keys have offered to sell the pub to the community.they have stated that if the community does not buy the pub, they will not put it on the open market, but will instead close the last pub in the village. The current owners are asking for 300,000 for the pub and the associated land with planning permission. Following an independent valuation, the property has been valued at 245,000. At this stage, it is extremely difficult to be accurate about the probable renovation costs. The first year s repairs will be in the region of 30,000 and there will be an ongoing renovation and refurbishment programme in order to create an environment of which the community can be proud. Why should you invest in this Community Enterprise? If you are considering buying shares, it is important that you read the whole document. By investing in this community-owned venture, you will have the opportunity to have a say in the management and running of the Cross Keys. It is important to note that the rules (see surrounding a Community Benefit Society are somewhat different to an ordinary Limited company and you should seek professional advice if you are unsure of any aspect. The main purpose of such a Society is to advance the interests of the community as a whole. However, it is necessary to trade in a manner that would generate a profit. Each member has one vote (regardless of the number of shares held) and the membership will own the business. As an investor, you will have a share in its future and a say in the running of the business not on a day to day basis, but you will control the strategic direction of the Society. Although designed to be a longer-term, interest paying community investment, you may apply to withdraw your capital after a minimum of three years should you need to. All shares have a fixed value and can only be sold back to the society. Any profits the Society makes will either be re-invested in the pub or used for other community projects or used to pay interest to members. This decision will be up to the members. 3

4 THE VISION Our vision is to create a charming traditional village pub with a cosy interior and welcoming atmosphere; to maximise the potential of this beautiful historic building in an idyllic village setting. We intend to refresh the kitchen facilities to enable us to re-open a viable restaurant serving locally sourced food, and to extend opening times to include morning coffee and afternoon tea in a café environment. The pub will host events such as themed restaurant evenings and quizzes. Upstairs it is intended to refurbish the living accommodation for a paid manager and/or chef. The garden at the rear of the pub would be re-designed and landscaped and it is hoped to include an enclosed children s play area. The medium-term plan would be to accommodate the Redgrave Community shop within the curtilage of the Cross Keys. 4

5 THE CROSS KEYS The Cross Keys was built around the turn of the sixteenth/seventeenth centuries and is grade II listed. It is situated in a very attractive position on the edge of the Knoll. It was built close to the position of the medieval Guild Hall which would have been the social centre of the village. Pub signs showing the Cross Keys represent the keys of St. Peter. By the nineteenth century there were two more public houses on The Knoll, The Fox (changed to Fox and Hounds in 1855) and The Bunch of Grapes. Three more pubs were in existence in the twentieth century, The Half Moon, The Drum and the Greyhound, in various parts of the village. Redgrave churchwarden s accounts show that the bell ringers alternatively used The Cross Keys and The Fox for beer after bellringing on Christmas Day and Guy Fawkes Night in the nineteenth century. Inn keepers of The Cross Keys can be found in directories from at least 1830 until 1933 and during this period there were a minimum of ten. During the late 1960 s the Cross Keys was closed by the brewery and put up for sale as a free house. After closure, it was eventually bought and refurbished by Bob Godfrey and re-opened in He sold it to Marion Wilby in 1974 who ran it for five years and still lives in the village. The Cross Keys passed through several owners after this. George and Angie Estcourt ran it so successfully for nine years that two breweries tried to outbid each other to purchase it even though the publicans had not put it up for sale. 5

6 WHAT IS A COMMUNITY SHARE OFFER? Community shares are a way of raising investment capital from communities. Local people are encouraged to buy shares in the enterprise and become part-owners. Shareholders are more likely to do everything they can to ensure the success of the business by becoming loyal volunteers, customers and supporters of the enterprise. It is intended to offer 50 (fifty pounds sterling) shares. It is hoped the local community will respond positively and a large number of people will want to assist financially in this community project. Commencing in year three, when the business is in profit, the Society aims to pay interest on the shares at a rate that shall not exceed 5% or 2% above the base rate of the Bank of England, whichever is the greater. Interest would be paid gross and is subject to HMRC income tax rules. You will be responsible for declaring this income to HMRC. If you buy shares, you will become a member of the Society, with an equal vote regardless of the size of your shareholding. Your involvement can be as much or as little as you wish. You will be able to vote at Annual General Meetings, stand for election to the Board of Directors, volunteer or give the Cross Keys your custom. Redgrave Community Society Limited is a Community Benefit Society and has been established to purchase the freehold of The Cross Keys. This community share offer is being made by this society registered by the Financial Conduct Authority under the Co-operative and Community Benefit Societies Act This legal form provides limited liability status, just like company law, but unlike companies, shares in societies are non-speculative and democratic. HOW DO I BUY SHARES? You need to be over 18 years of age to invest. Shares will be sold at 50 each with a minimum investment of 50 but, due to administrative costs, interest will only be paid on holdings in excess of 250. Please fill in the application form at the back of this document. You will be issued with a share certificate on completion of the purchase of the Cross Keys 6

7 Social Investment Tax Relief (SITR) As an incentive to encourage people to invest in higher risk small businesses starting up or growing, the Government offer some attractive tax concessions. We have applied for advance assurance from HMRC that 30% income tax relief will be available to individuals buying shares in Redgrave Community Society Limited. This would mean that someone investing 10,000 would be able to deduct 3,000 from their tax bill for the current year (or even the previous year). This falls under the Social Investment Tax Relief (which can also provide for tax relief for a personal loan made to the company). Because our company will be trading, it is also likely to be eligible for Business Relief. This would mean that 100% of your investment could be free of Inheritance Tax once the shares had been held by you for just two years (and providing they were still held when you die). This does not apply to loans to the company. While the Management Committee are not allowed to give advice about the investment they can provide more information you may need. Particular care is needed investing in a business such as this and professional advice is strongly recommended if you have any doubts or concerns as to whether it is suitable for you. The comments here are a simplified summary of very detailed tax and eligibility rules and our interpretation. The actual legislation, including amendments in the second 2017 Finance Bill will be paramount. N.B. Shares must be paid for at the time the application is sent to us. The money will be held by us on a shareholders bank account for your security, until we are able to buy the pub. At that point the shares will be formally issued all at the same time to qualify for the tax relief. Should the project not come to fruition, your money will be refunded after the costs incurred have been deducted. There is a reasonable possibility that grants and donations will largely cover these costs. Example: George invests 20,000 in shares in the 2017/2018 tax year. Under the SITR scheme the relief available is 6,000 ( 20,000 at 30%). If the amount of tax he owed for the year before relief was 10,000 he can reduce this to 4,000 as a result of his investment. 7

8 WHAT GUARANTEES DO I HAVE WHEN BUYING SHARES? In the event of having to wind up the Society, should the value of the Society s assets exceed the value of the share capital, shareholders will still only have their original investment returned. Any excess value would be transferred to another community organisation having similar community benefit aims. This is known as an Asset Lock and is to prevent private gain if the organisation dissolves. However, as the shares are issued by a corporate body, shareholders have no liability beyond the value of the shares they buy. WHAT HAPPENS IF WE DON T RAISE ENOUGH MONEY? If the share investments do not reach the minimum share target by the end of the share offer period, the society will have two options: The period of the share offer could be extended; or the share offer could close and additional grants or loans sought to cover the shortfall. If neither of these work, money will be refunded less any costs. WHAT ARE MY RISKS IF THE PURCHASE GOES AHEAD? In the event that the business fails it may be placed into liquidation, in which case a liquidator would be appointed who would realise the assets and distribute them to creditors. Effectively, this would mean selling the freehold of the Cross Keys (on the basis that the property would be the main asset at the relevant point) and the creditors would be paid from the proceeds. After the payment of the creditors and the costs of the liquidator, then the surplus would be returned to the Members. Your liability as a Member is limited to the value of your shares. You cannot lose any more than the value of your shares. CAN I SELL MY SHARES? Shares cannot be sold or transferred to another person, although investors are invited to nominate a person who will inherit their shares in the event of their death. Investments can, however, be withdrawn after an initial period of three years. This time period is to ensure the business is guaranteed an initial period of financial stability. After this time, you can request your money back, with three months notice, if you want to cash-in your shares. The directors do have the right to refuse or suspend withdrawals if there is insufficient liquidity in the business. Withdrawals are expected to be capped at 10% of the capital per year and will be treated on a first come first served basis. 8

9 The Cross Keys Redgrave Community Society Ltd Registered Office: Lilac Cottage, The Street, Redgrave, Suffolk, IP22 1RY APPLICATION FOR MEMBERSHIP OF REDGRAVE COMMUNITY SOCIETY LTD I wish to apply for membership of Redgrave Community Society Ltd and I would like to purchase the following number of shares (Shares cost 50, minimum holding 1 share; maximum holding 400 shares): Payments may be made via internet banking: (Account No: , Sort Code: , Reference: Your name), If you prefer to send a cheque, please make it payable to Redgrave Community Society Limited. I include my cheque payment of I include my internet banking payment confirmation of Signature Date Name Address Post Code Telephone: I wish to nominate a beneficiary in the event of my death PLEASE RETURN COMPLETED FORM TO THE REGISTERED OFFICE ABOVE The money raised will be held in a secure bank account and it can only be accessed by two authorised signatories. By requesting that I become an investing member of Redgrave Community Society Limited, I agree to my name, address, phone number and address and the number of shares I wish to purchase being held on a computer database. I understand that this information will be used for the purpose of maintaining a register of members and potential members as required by the rules of the Society, for posting of notices regarding the activities of the Society and will not be passed to any third party. 9

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11 Is it a good business proposition? This project is a completely different business compared to how the pub has been run in recent years. We intend to sell a wide variety of beers, wines and spirits at affordable prices: provide both pub lunches and restaurant meals and to open a café/coffee shop for customers who would like to use the facility as a meeting area rather than a pub. Our estimations are based upon the experience of other successful community owned pubs and advice from our Plunkett and Pub is the Hub advisers. Operating Cash Flow Year 1 Year 2 Year 3 Projected Income 247, , ,317 Projected 240, , ,910* Expenditure Pre-tax Profit/(Loss) 7,133 60,868 23,407 A full financial forecast for the first 5 years is in our Business Plan and is available on request or *Includes budgeted expenditure to bring the shop on to the footprint of the Cross Keys. 11

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