1. technology and computing

Public Share Offer
Your opportunity to take a share in Low Carbon
Gordano Ltd funding the Ham Lane Solar Array
May 2015
www.LowCarbonGordano.co.uk
Share Offer 2015 | 2
Contents
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Chairman's Letter
About Low Carbon Gordano
Our Partners
Ham Lane Solar Array
Projected Costs & Incomes
The Investment Opportunity
Projected Member Returns
Tax Relief
Biodiversity Statement
Community Benefits
Management
Our Team
Risk Factors
Economic & Financial Risks
Regulatory Risks
Technical & Other Risks
Tax Risks
The Share Offer
Terms & Conditions For Share Applications
Share Application Form
Important Information
3 | Share Offer 2015
Share Offering 2015
For the sale of membership in:
Low Carbon Gordano Limited (LCG or Society) is an Industrial and
Provident Society developing renewable energy resources for the benefit of
the community. 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:
Minimum investment:
Maximum investment:
92 300 shares at £10 per share
15th May 2015 at 7.00am
30th June 2015 at 5.00pm
50 shares (£500)
10 000 shares (£100 000)
Share Offer 2015 | 4
Chairman's Letter
Dear Potential Investor,
This is a very exciting time for Low Carbon Gordano and our vision
for the community ownership of our local energy supplies and I am
delighted to introduce our second share offer to raise £923 000.
The money will be used to create a further ground-based
photovoltaic array at Ham Lane, near Kingston Seymour, just south
of Clevedon.
In the last 12 months we have made tremendous progress with
Moorhouse Farm solar array going live on March 31 this year. We
look forward, later this year, to distributing our first returns to members and seeing revenue
going to the Community Fund. All of this gives us confidence in our business model, the
technology, and our business partners.
Our collaboration with Bath & West Community Energy (BWCE) was an important factor in our
success in raising finance for the Moorhouse Array. We are therefore looking forward to
developing our relationship with BWCE by becoming a founding member of Mongoose Energy.
Mongoose Energy is a cooperative enterprise, created by BWCE, to support local community
energy cooperatives by providing:
• financial support for the development phase of projects
• back-office functions
• the opportunity to supply green electricity to local consumers.
We also aim to consolidate our relationship with local renewable energy company Solarsense
from whom we will be purchasing the Ham Lane site as a fully permitted project. Despite some
significant challenges, not of their making, they successfully completed the construction of our
Moorhouse Farm Array. We were impressed with the energy and commitment they brought to
the project and look forward to working with them again.
Our financial modelling shows that, with the Feed-In-Tariff (FIT) guaranteed by the government
and the sale of electricity, we can:
• offer investors a very reasonable return on their money
• buy back all of the shares well within the lifetime of the project
• have a surplus to invest in community benefit projects.
In addition, investors who are UK tax-payers should also be able to enhance their benefits from
investing in the Ham Lane Array from the tax relief available under Enterprise Investment
Scheme.
As a Community Benefit Society Low Carbon Gordano provides a very different investment
opportunity to a normal commercial enterprise not least because we are committed to devoting
all financial surpluses to the Community Fund for reinvestment in carbon saving projects.
We look forward to you joining us in our latest venture.
Jon Gething
Chairman, Low Carbon Gordano
5 | Share Offer 2015
About Low Carbon Gordano
LCG was registered as a co-operative in 2011.
Its purpose is to help local communities
become more sustainable by reducing their
carbon footprints. It does this by building
renewable energy systems and engaging in
work that enables people to reduce their
energy consumption. LCG's long-term aim is
to become a significant agent of change in
the community ownership of the generation
of energy.
LCG's major objectives are to:
1. Achieve carbon reduction through
developing renewable energy generation
schemes and investing in energy reduction
programmes.
2. Generate a financial surplus for
reinvestment in carbon reduction projects in
our community.
3. Maximise local business and employment
opportunities to help develop a sustainable
local economy.
4. Encourage all sectors of the community
to adopt a low carbon lifestyle
5. Collaborate with energy deprived
communities in other parts of the world to
achieve fairer, sustainable, low carbon
lifestyles.
What Makes Us Different from a
Normal Commercial Enterprise
Firstly, LCG is set up as a Community Benefit
Society (a form of Industrial Provident
Society.) Under the rules it must operate for
the benefit of the community. LCG is run
under the democratic principle of one
member, one vote, irrespective of the size of
their investment holding (above the minimum
of 50 shares).
1 In this document all uses of the terms the
directors or to the board refer to the
directors or board of LCG unless otherwise
specified.
Secondly, the Board members of LCG are all
qualified and experienced professionals in
their own fields. All elected directors¹ are
local residents and work unpaid. There are
two co-opted directors who are paid fees for
specific services. This means that costs can
be kept to a minimum with outgoings being
restricted to administration and essential
professional support which in turn means
more money is available to benefit the
community.
Development Experience
The Ham Lane solar array is our second
scheme. It is the directors' intention that the
company will continue to expand its portfolio
of energy-producing systems over the next
few years as financially viable and
environmentally appropriate schemes are
identified.
Our first scheme, at Moorhouse Farm, for
which we raised £2.2m in 2014, is now fully
operational. A number of problems arose
during the construction phase in particular
the inverter supplier going into liquidation.
This meant that new inverters had to be
ordered, delaying the project by two months.
However this and other problems were
addressed and satisfactorily resolved. Both
LCG and the constructor Solarsense have
gained experience which will be very valuable
in reducing risk for the current project.
Our constitution is in the form of Rules
registered and approved by the Financial
Conduct Authority and can be viewed via our
website at www.lowcarbongordano.co.uk.
Share Offer 2015 | 6
Our Partners
Mongoose Energy & BWCE
About Solarsense
We will be working closely with Mongoose
Energy throughout the process of this share
offer. Mongoose Energy was established by
Bath & West Community Energy Limited
(BWCE) to take over its previous provision of
professional
development
and
asset
management services to Low Carbon
Gordano and other community energy
companies. The majority of the management
team from BWCE has transferred to
Mongoose Energy. This team has been
responsible, to date, for raising over £14m
through six community share offers. It was
this work and their work with the community
that helped BWCE to win the ‘Community
Energy Company of the Year’ award in 2014.
Solarsense is a well-established renewable
energy company local to North Somerset.
The company has supported the development
of Low Carbon Gordano by providing advice
and free quotations for potential schemes
over the period of our existence.
The
company won the tender to build our
Moorhouse
scheme
against
strong
competition, and have shown great
commitment and resourcefulness during the
build in overcoming a number of problems.
The company has won numerous awards,
including Regen-SW Renewable Energy
Installer of the Year in 2011 and 2014, and
Domestic Rooftop Installation of the Year at
the National Solar Power Portal Awards
2014.
Mongoose Energy is a limited company
operating under cooperative model rules. It is
jointly owned by its member Community
Benefit Societies, of which LCG is one, its
own staff and investors. LCG will draw on the
considerable knowledge and track record of
Mongoose personnel to help deliver the Ham
Lane solar project. It is our joint intention to
work together on more projects as
opportunities arise in the future. Further
details about BWCE and Mongoose Energy
can be found on their respective websites:
www.bwce.coop and . . . . . . . . . . .
www.mongooseenergy.coop.
One of LCG's major objectives (see above) is
to maximise local business and employment
opportunities and we have therefore been
very pleased that Solarsense offered us the
opportunity to purchase the Ham Lane solar
array as a community-owned scheme. Since
then, we have worked closely with them to
ensure best value in the build process in the
absence of a competitive tender.
Notable examples of their solar photovoltaic
work in the South-West region include roof
schemes at Worthy Farm near Glastonbury,
at the Duchy of Cornwall's Farm at Tetbury
and, working with Bristol City Council, at a
significant number of schools. As well as the
Moorhouse Farm project they have also built
a 250 kW ground-based array near Severn
Beach. Further details can be found at the
company's website: . . . . . . . . . . . . .
www.solarsense-uk.com.
7 | Share Offer 2015
Ham Lane Solar Array
Low Carbon Gordano will be purchasing a
fully permitted scheme from Solarsense Ltd.
Solarsense Ltd has obtained all necessary
planning consents, leases and grid
connection agreements for this scheme at
Ham Lane, Kingston Seymour, North
Somerset. LCG has agreed a price with
Solarsense to purchase these rights and for
the construction of the scheme once
sufficient funds have been raised. (See Risk
Section for further details.) LCG will then own
the array and have a 26 year lease agreement
with the landowner.
The intended system will consist of 3,588
ground-mounted 260 W panels occupying a
total area of about four acres in a field of
low-grade grazing land. The site is such that
the panels will have little impact on the visual
amenity of their immediate surroundings. We
also intend to manage the scheme for
environmental improvement by working
closely with Avon Wildlife Trust.
The
projected annual output is 890 Mwh which
will be exported to the grid. This is enough
power to provide the annual electricity
demand for 250 houses.
Benefits
Low Carbon Gordano will use the income
generated from the Feed-in-Tariff (FIT) and
the payment for exported electricity to:
• provide a return to investors
• buy back investors’ shares over the
project lifetime
• create a community benefit
fund
• increase reserves for use in developing
future projects.
In addition we believe that this project
provides many less tangible benefits:
• It gives a clear sign to children and young
people of our care for their future.
• It helps meet local, regional and national
targets for reduction of CO2 emissions.
• It develops local electricity generation
which is more efficient than electricity from
the grid. This is because power transmitted
through the grid is subject to losses that
increase with distance from the source of
the generation.
• It allows everyone over 16 to take a share
financially in the generation of green energy.
• It provides a sustainable financial
foundation for our pioneering approach to
local energy generation linked to community
action.
In addition, LCG will be working with
Mongoose Energy towards a position where
electricity generated by our arrays can be
supplied directly to local consumers.
Schemes like Ham Lane will be a vital part of
that position.
Share Offer 2015 | 8
Projected Costs & Income
Ham Lane - Financial Summary Table
The table above shows projected income
over the life of the project. The income
comprises income from the feed in tariff
and from the 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 only from exported
electricity. The project is ready to register
with OFGEM, the UK energy regulator,
once the construction phase is finalised.
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.
Key Assumptions
• The solar array is forecast to
generate 889 MWh in its first full year
of operation
• Total investment costs to build the
project are £1.02m, including
construction, acquisition and
fundraising costs
• The project is commissioned by
30th September 2015 and secures a
generation tariff of 6.16p/kWh
• Generation tariff and all costs
increase in line with inflation (RPI) as
forecast in HM Treasury's “Forecasts
for the UK economy: a comparison of
independent forecasts, Feb 2015”.
• Export tariff (under the Power
Purchase Agreement for sale of
electricty to the Grid) increases on
average at 1% above inflation, based
on DECC's “Updated Energy and
Emissions Projections: 2014”
• Degradation in solar panel
performance is at 0.5% per year
• The project is insured
against predicted risks
9 | Share Offer 2015
The Investment Opportunity
Projected Member
Returns
A main objective of LCG is the successful
development of renewable energy resources
for the benefit of the community. As an
Industrial and Provident Society, LCG does
not distribute profits to shareholders but may
pay interest to members on their
shareholdings at a rate sufficient to obtain
and retain capital required to carry out the
Society's objects.
The return to members is based on the
performance of all of Low Carbon Gordano’s
installations. The main element of LCG’s
income from the electricity it generates is the
Feed in Tariff (FiT). The FiT is increased each
year by the annual Retail Price Index (RPI).
RPI rates are low at the moment so we may
need to make lower payments in these early
years. However it is our intention to always
make an interest payment to members that
gives them a real return on their money,
greater than inflation. Current estimates
show a yield of around 7% based on long
term RPI of 3%. Please note that the return to
members is not guaranteed but payments to
members will be prioritised – we
recommend that you review the risks on
pages 12 & 13.
The forecasts for this scheme are based
initially on the guaranteed export rate for
electricity
within
the
Feed-in-Tariff
mechanism. LCG assumes that price
received for exported electricity rises at
1% above RPI in line with the
official DECC forecast. (See
footnote 2 on p8)
Based on the assumptions on page 8 the
project will generate over £3m in its life and
after paying members' interest surplus cash
will be used to either invest in new projects,
repay members who make a request to
withdraw their shares or to make a
contribution to the Community Fund.
Tax Relief
LCG has 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 year, provided that
their total tax payable is at least £3 000 for
that year. For more information on tax relief
please see www.hmrc.gov.uk/eis 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.
Share Offer 2015 | 10
Biodiversity Statement
Solar farms provide excellent opportunities
for enhancing wildlife and LCG intends to
manage the Ham Lane site for conservation
purposes. It is envisaged that the land under
and around the panels will become a
wildflower meadow grazed by sheep. As
there will be a relative lack of human activity
on the site after construction, wildflower and
wildlife populations are expected to thrive
and so biodiversity enhanced. LCG expects to
enter into an agreement with the Avon
Wildlife Trust to monitor biodiversity on the
site, and advise as necessary, as we have
done at our Moorhouse site.
Community Benefits
The provision of significant local community
benefits is central to LCG’s vision. The
benefits will be administered through the
establishment of a Community Fund.
This fund will derive the bulk of its income
from surplus profits generated from the
activities of LCG, including those from the
Ham Lane array as indicated on page 8. We
estimate that this
will be
about £5 000 per annum rising in line with
RPI. Acceptance of this amount will be
subject to a members' vote at the AGM. The
monies will then be donated to a charity that
is 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 supporting more
carbon saving projects.
Management
The day-to-day management and operation
of the Ham Lane solar array will undertaken
by Mongoose Energy Ltd for an annual fee of
£10 000. This includes performance
monitoring, liaison with the energy purchaser
and
other
regulatory
bodies,
trouble-shooting, contract liaison and
management,
book-keeping,
interest
payments to members, management of the
share register and company secretary
functions. Under this arrangement, LCG's
costs are on a fixed-fee basis and therefore
known in advance. The LCG board will review
operational performance of all schemes
quarterly and will be provided the necessary
management information under the
contract with Mongoose.
11 | Share Offer 2015
Our Team
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 1973.
Paul Thurston
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 2008. 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.
Chris Crookall-Fallon - Director
Chris Crookall-Fallon has worked in the
field of sustainable energy, energy
efficiency, policy and economics for over
20 years. After graduating in engineering
he took an MBA degree and joined the UK
government’s renewable energy research and
development programme, before taking up posts in the
European Commission, AEA Technology and ESD. He is
a director of Verco and has wide experience of company
management, strategic business development and
energy policy and markets.
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.
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.
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.
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 2008-13 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.
Graham Watkins
After graduating in chemistry from
University College, London, Graham
joined Ford Motor Company as a
management trainee. He gained
experience of project and budget
analysis before a spell teaching and lecturing. Most of
his career has been in the City of London as a qualified
investment analyst. He retired to Clevedon in 2001 and
has been a town councillor for most of the subsequent
period.
Share Offer 2015 | 12
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 pay for
your shares
Regulatory Matters
As LCG is an Industrial and Provident Society,
it is exempt from the requirement to be
regulated under the Financial Services and
Markets Act 2000 (FSMA) or subsidiary
regulations, and so this document is not
required to
be approved as a share offering by the FCA
nor has it been.
The shares are not specified investments for
the purposes of section 22 of FSMA pursuant
to paragraph 76 of FSMA (Regulated
Activities) Order 2001. 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 any depositor protection
scheme or dispute resolution scheme and
investors have no right to complain to the
Financial Ombudsman Service.
Economic and Financial Risks
• LCG may be unable to raise enough
capital to develop the Ham Lane project
• Ofgem may not approve the registration of
the project at a feed in tariff of 6.16p/kWh in
which case a lower rate may apply
• Capital costs could be higher than
anticipated
• Operational costs may rise faster than
anticipated
• the value of exported electricity may not
rise as strongly as forecast by DECC
• a large movement in the Euro:Pound
exchange rate, before signature of the
construction contract, could adversely affect
the viability of the project
Mitigation: LCG will consider raising any
shortfall to complete the project through debt
finance. Alternate financing options are also
being investigated.
LCG has put in place the necessary measures
to meet Ofgem requirements, so we expect
to secure the stated tariff which allows
sufficient time (6 months) to build
and commission the system.
13 | Share Offer 2015
Risk Factors continued
The contract to construct the solar farm will
include provision for liquidated damages if
the project is not completed in time to secure
the stated tariff.
If there are insufficient funds to proceed or if
delays in the fund-raising process jeopardise
timely construction or if the project becomes
non-viable because of exchange rate
movement, then the project will not proceed
and monies will be returned to potential
investors.
Regulatory Risks
Retrospective changes in government
legislation, requiring the reversal of the
existing commitment to the FiT scheme, may
affect the profitably of renewable energy
projects.
Mitigation:
The
Feed-In-Tariff
is
a
government scheme guaranteed for 20 years
from the date of commissioning.
Technical and Other Risks
• The system underperforms resulting in
lower than expected income
Mitigation:
The
contract
with
the
constructors will specify the level of
performance expected and imposes financial
damages on the constructors if it
underperforms.
There will be similar
clauses in the operation and maintenance
contract.
The estimated yield of the system is based on
well understood models of solar radiation
and whilst this can be low in the short-term,
long-term radiation levels are reliable.
The contract to construct the solar farm will
include provision for liquidated damages if
the project is not completed in time to secure
the stated tariff and loss of generation
revenue.
The Directors of LCG will seek to protect
against all foreseeable risks through
appropriate
insurance
and
prudent
management practices. Losses due to
electrical, mechanical or other technical
interruptions to generation or export would
be
recovered
through
contractual
maintenance agreements and insurances.
The Board will draw on its experience of
renewable energy project management.
• The construction of the project may be
delayed by technical or legal matters.
Tax Risks
• Once built, there may be interruptions to
the generation of electricity caused by
technical or legal matters and mechanical or
electrical equipment failure.
• 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
• Any agreements subject to conditions
could encounter unforeseen delays or
problems.
Mitigation: LCG will ensure it abides by the
rules governing EIS eligibility.
• The construction is delayed by 'Force
majeure' events (such as extreme weather)
that lie outside the provisions of the
contract to construct.
Share Offer 2015 | 14
The Share Offer
This investment opportunity is open to
individuals over the age of 16, corporate
bodies or nominees of unincorporated
associations.
• 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 member 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 read the
nomination option on page 15 and the form
provided on page 18.
• Investors may withdraw their share capital
after a period of three years subject to Board
approval. (Note that withdrawal within 3 years
would invalidate eligibility for EIS tax relief:
any such relief would then have to be repaid
to HMRC.)
• Shares are not transferable as per LCG’s
rules which prevents the sale of shares to
third parties
We will keep members up to date on
developments through our website, emails
(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 Applications
The offer period is from 15th May 2015 to 30th
June 2015 but may be extended for a further
period, at the sole discretion of the Directors
of LCG.
Share certificates will be issued by 30 July
2015, as long as the target capital sum of
£923 000 is achieved by 30th June 2015 or
balancing finance if required is secured. 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 required funds in that time,
the funds will be returned.
Our aim is to have the majority of our
members 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 £923 000
required funds are raised then priority will be
given to those within the Greater Bristol area.
Sale or transfer of withdrawable
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 withdrawal is at the
discretion of the Directors. The Directors of
LCG have the right to change the notice
period for withdrawals, or to suspend
withdrawals. LCG will not repay more than
you originally paid for your 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
exceptional
15 | Share Offer 2015
The Share Offer continued
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 holders of shares valued
at £5000 or less, to nominate a recipient for
those shares in the event of your death.
You may also purchase shares to be
transferred to a child on their reaching their
16th birthday. Before that transfer you
remain the beneficial owner of those shares
and may dispose of them in line with LCG’s
rules. Any interest paid will accrue to yourself
until the shares are transferred to their new
owner.
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 BWCE
Registry Ltd. BWCE Registry is a company set
up to securely administer share applications
for Community Benefit Societies. In addition
it handles the ongoing administration of the
Benefit Society in relation to keeping the
share registry, issuing share certificates,
payment of interest and other matter of an
administrative nature. The Registry may also
carry out an identity check for anti-money
laundering purposes. Please note you are
responsible for telling the Registry of any
change in your email or address. Contact
details can be found on page 19.
Your payment
BWCE Registry will acknowledge receipt of
your cheque and application by email 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 in a designated
share offer bank account on trust for you until
the Directors consider your application,
which will be after the offer closes.
Share Offer 2015 | 16
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).
Dissolution
You promise that:
Your attention is drawn to rule 69 of the rules
governing LCG, which states that members
will receive no 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 shall 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.
• Your cheque will be honoured on
presentation.
Miscellaneous
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.
The Society will not pay you interest on any
money it returns to you.
Your promise to the society
• 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 can
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.
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 and the Secondary Rules of
LCG (as may be amended from time to time)
if the Directors issue shares to you.
Banker
The Unity Trust Bank plc
Nine Brindleyplace
Birmingham
B1 2HB
17 | Share Offer 2015
Share Application
Amount to invest
You may invest no less than £500 and no more than £100 000.
I wish to invest a total amount of £ ___________________ in Low Carbon Gordano under the
Terms and Conditions of the Share Offer.
I am paying by cheque
bank transfer
Applicant details
Title (Mr/Mrs/Ms/other): _________
Forenames: __________________________________
Surname: __________________________________________ Date of Birth: ______________
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 email address: ______________________________________________
To keep costs to a minimum and save resources we will communicate with you mainly by email.
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 Low Carbon Gordano, 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 of more
than 100,000 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:
Share Offer 2015 | 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. Read the nomination option on page 15 of the Offer Document for further details.
Applicant details
Title (Mr/Mrs/Ms/other): _________
Forenames: __________________________________
Surname: __________________________________________ Date of Birth: ______________
Company name (if appropriate): ________________________________________________
Address: _____________________________________________________________________
Town: __________________________________ County: ____________________________
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. Please read the nominations section on page 15 of
the Offer Document for further details. Low Carbon Gordano will respect your wish in so far as the law and
our Rules permit.
Personal details of your nominee:
Title (Mr/Mrs/Ms/other): _________
Forenames: __________________________________
Surname: __________________________________________ Date of Birth: ______________
Company name (if appropriate): ________________________________________________
Address: _____________________________________________________________________
Town: __________________________________ County: ____________________________
Postcode: ___________________________
I understand that it may not be possible for Low Carbon Gordano 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 if I give clear written instructions to the Secretary of Low Carbon Gordano 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:
Signature of Witness:
Name in print:
For Corporate Membership:
Date:
Name in print:
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 | Share Offer 2015
Important Information
How to buy shares
You can find a copy of our Society Rules and
more details on the Ham Lane solar array on
www.lowcarbongordano.co.uk and ..... . . . . .
www.lcgshareoffer.org
To buy shares and become a member, please
either complete the Share Application Form
and return it with a cheque or banker’s draft
made out to BWCE Registry, to:
Before completing the application form you
must:
BWCE Registry (LCG)
13/14 Orchard Street,
Bristol
BS1 5EH
• Carefully read the accompanying 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 available at the
web link above where additional information
about LCG can also be found.
Copyright © 2015 Low Carbon Gordano Ltd.
All rights reserved.
Or we welcome payment by bank transfer.
Complete the share application form (ticking
the bank transfer option on page 17) and
return to the above address. You can then
transfer your investment monies to:
BWCE Registry
08-92-99
69682919
To allocate your money to the correct
application you must use as a reference
your postcode and, if space, your surname.
For questions about how to apply for shares
in LCG call BWCE Registry on 0117 905 5060
or email [email protected]
For questions relating to Low Carbon
Gordano or the installation at Ham Lane call
07976 320445 or email
[email protected]
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 £923 000 to enable LCG to finance the installation and operation of its second
solar project of 933kW. 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.