The Share Offer
A Community Benefit Society registered with FCA in England & Wales No:7255
Time Bound Offer of £250,000
Offer Opens 19th January 2016
Offer Closes 29th February 2016
Dated 19th January 2016
www.newinnyealand.com
Contents
A Social Investment Opportunity ............................................................................................................ 3
Social Investment Purpose...................................................................................................................... 4
Capital Required...................................................................................................................................... 4
Fund Raising Targets ............................................................................................................................... 4
Business plan........................................................................................................................................... 5
Eligibility for membership ....................................................................................................................... 5
Legal Structure ........................................................................................................................................ 6
Democratic rights .................................................................................................................................... 6
Management Committee........................................................................................................................ 6
The Offer Period...................................................................................................................................... 8
Minimum and Maximum Investments ................................................................................................... 8
Financial returns ..................................................................................................................................... 9
Financial Risk ........................................................................................................................................... 9
Share capital............................................................................................................................................ 9
Restrictions on financial returns ........................................................................................................... 10
Contact details ...................................................................................................................................... 10
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A Social Investment Opportunity
We are launching an exciting social investment opportunity with the aim of purchasing the
New Inn at Yealand Conyers. The New Inn at Yealand has been a thriving, much-loved
community hub and a destination pub for decades.
Last year Robinson's brewery of Stockport decided they would no longer run it as a tied
house.
Now there’s an exciting new opportunity for villagers and other fans of the New Inn to
invest in the next chapter of its long history: as a community-owned free house in an Area of
Outstanding Natural Beauty.
The New Inn (Yealand Conyers) Ltd is following in the footsteps of 39 other successful pubs
across Britain which are now fully-functioning, community-owned public houses. None of
these pubs has closed. If the New Inn were to become the first such pub to fail,
shareholders would still own the Grade II listed pub building, its adjacent barn and extensive
car park.
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Social Investment Purpose
This social investment's purpose is to benefit our members, the residents of the Yealands
and visitors to this beautiful area by providing a sustainable community pub and hub. A hub
that is inclusive, with a reputation for good customer service, beers and local food. We aim
to create a social, welcoming space that encourages good cheer, reduces rural isolation,
promotes a sense of community, increases well-being and improves the lives of people in
our villages. We hope that people will feel that this is an important opportunity to invest in
the community, when so many of our community services are being lost to cutbacks. Please
help to preserve the heart of our beautiful village.
Capital Required
This project requires a total capital investment of £250,000.
This is to be made up of £240,000 spend of fixed assets – the majority is required to
purchase The New Inn and £15,000 to reopen the premises without any substantial
improvement other than decorative and clean up.
We will be looking to negotiate a more realistic price with Robinson's to reflect the fact that
the pub is not an ongoing trading concern.
We will also require an initial working capital of £10,000 – This will include £2,000 for Stamp
Duty, £2,000 for Buildings Insurance, £5,000 for legal and professional fees and a further
£1,000 for contingencies.
Fund Raising Targets
We are planning to raise the entire £250,000 through our community share offer which is
our target amount.
If we raise less than £150,000 we will give all our investors back their money.
If we raise between £150,000 and £200,000 we will look at other sources of capital to make
up the shortfall. This will include grants, premium leases or debt finance.
We are capping the offer at £300,000. If the offer is oversubscribed and we reach more than
£300,000 then the largest individual investments will all be reduced until we reach our
maximum target of £300,000.
The extra £50,000 if reached will be used to allow for better improvements to the fabric of
the building, increase our working capital to £15,000 and to increase our contingency
reserve. However once we have a fuller understanding of our actual start-up costs,
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any surplus share capital will be offered for immediate withdrawal on a first come first
served basis.
We have the potential to issue further share offers in the future. The first is an open offer to
replace any share capital that members wish to withdraw (subject to the conditions in Share
Capital). The second at a later date will be to redevelop the barn and gardens in order to
expand the pub and restaurant business. However before undertaking any further offers all
current members will be consulted.
Business plan
Our Society plans to lease out The New Inn to an experienced pub landlord. This will be our
only income and in our first full year is to start in the region of £20k pa. This more than
covers our operating costs, Buildings Insurance, Professional Fees and Routine Maintenance,
which we predict to come to around £10k. This gives us a predicted operating surplus of
about 10k pa.
This will be used to cover extraordinary costs from the purchase and renovation of the New
Inn, set aside for contingencies and then used to pay for interest on shares.
Once investors have been paid any more surplus will either be used to expand and
redevelop the business or as a community fund for the Yealands and build up a reserve to
fund investors wishing to exit.
Our first year is an extraordinary case as we will spend a lot on non-recoverable costs such
as Legal Fees, Stamp Duty and Renovations of the New Inn. Our loss in this year is predicted
to be -£22k we will then recoup this loss over the next two years and our predicted
accumulated profit at the end of year 3 is £0.6k.
More in depth details of our figures can be found in our business plan which is
downloadable from our website www.newinnyealand.com
Eligibility for membership
The opportunity to purchase shares in this exciting community venture and to become a
member of The New Inn (Yealand Conyers) Ltd is open to everyone who is over 16. They
must support the aims of The New Inn (Yealand Conyers) Ltd and purchase the minimum
£250 worth of shares.
The Management Committee reserves the right to refuse membership at its absolute
discretion.
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Legal Structure
The New Inn (Yealand Conyers) Ltd is a Community Benefit Society (CBS). Registered with
the FCA in England and Wales. No 7255
Some of the features of a CBS are:
a) It emphasises that this is a local project for the social benefit of the community.
b) It guarantees an asset lock for the benefit of the local community; which ensures the
assets of the society cannot be disposed of for private profit.
c) The rules of the society, which govern the behaviour of the society, have been
approved by the Financial Conduct Authority and are downloadable from our
website www.newinnyealand.com.
d) Investors will own shares in the CBS which in turn will own the New Inn, barn, car
park and gardens.
e) All investors will become members of the CBS.
Democratic rights
All members will receive one vote in the society, no matter how large their share capital.
This is different from companies where your voting power is proportional to your shares
invested.
Management Committee
The management committee consists of:
Sandy Sanderson (Chair): I was with Lloyds Bank for 40 years. I undertook a wide variety of
management roles over 30 year period including Offshore, Area branch banking (when it
was real banking!) internal problematic business resolution, business change and
integration. As a Senior Executive I was the Director responsible for the Commercial Banking
Business in Yorkshire and the North East before being given approval to set up and run our
Regional Corporate Bank in the North of England for which I had responsibility for the last 8
years of my career.
I was President of the Chartered Institute of Bankers, Liverpool and Wirral District in the
late 1990's and before that I was Chairman and then President of Wilmslow Round Table.
Since retirement I have successfully avoided all other commitments until I was conscripted
to take on the New Inn!!
Married with grown up children and young grandchildren I live in Redmayne.
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Sandy Potts (Secretary): I have lived in Yealand Redmayne for over twenty years after
relocating from Cheshire. I work, full time, as an account manager for a local Wine Merchant
and have worked in the drinks industry for over 25 years. With my background I work with
hotels, restaurants and pubs on a daily basis so know how the licensed trade works. I would
love to get the New Inn open again as many pubs in the Lakes, like ours, are thriving. A local
is such an important part of the community and a great way to make friends and socialise in
the villages. I am married and have two teenage daughters and a dog!
Mary Rose Selman (Communications): I have spent the last 22 years as a Senior Sales
Director with Mary Kay Cosmetics. My role has been training and mentoring sales
consultants and Directors in direct sales, both in the UK and Switzerland.
My consultancy business ‘Sell the Difference’ provides customised workshops in
presentation skills and sales, and mentoring for individuals and small businesses.
We moved to Yealand Conyers when my husband retired and were delighted to find the
village had a pub. It has been so sad to see the decline of The New Inn but watching the
enthusiasm and energy to see it returned to its former glory is just great! Pub and a Hub
makes perfect sense and brings another heartbeat to the community.
Ian Thompson (Buildings): I am currently a commercial & residential landlord 15yrs,
Developer & Consultant 30yrs. Qualified in Town Planning and Architecture at Universities in
Leeds & London. Studied Law at Preston. Panel member of Valuation Tribunal for 20yrs.
Previously Central London Manager of Multi National Architecture & Planning Practice.
Regular at New Inn for 20 years with my wife, kids & dog. I believe the village needs a Pub as
an essential Social Hub.
Fiona Pickett (Treasurer): After having taught Classics and French at secondary level, I
retrained as a management accountant and have worked for a variety of organisations over
the past ten years. I have recently relocated to this area from West Sussex to support my
parents, who live in Burton-in-Kendal.
As a newcomer to the village, it would be great to have a local pub as a focal point. I am
sure that there are lots more interesting people out there to meet!!
Rob Greenwood (Vice Chair): I am a local builder, Project Manager and part-time farmer.
The New Inn has been my local since the late 70’s . I used the barn as a store in the 80’s so
always the perfect excuse to visit the Pub!
Mandy Lim (Fundraiser): I have worked in teaching and training for the past 18 years. I
have also worked for a social enterprise company as the Business Development Director,
writing business plans and bids for company’s seeking funding for grants and loans.
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A new job at Lancaster University resulted in a move to Yealand Conyers, just 5 months ago.
I’ve heard some great things about the New Inn and as a new-comer, it would be fab to see
the village pub open again and as the hub of the community.
Robin Higgens: As a nutrition manufacturer specialising in the development of functionally
healthy and tasty nutrition, we know the importance of quality ingredients.
The New Inn is a key ingredient in the social cohesion of the community. Over the years I
have enjoyed the Inn as the local hub for social and local commerce. The Inn has also been a
consistent source of local employment and the catalyst to carers in hospitality.
The Inn is the meeting place for local societies and informal groups within the Yealands. The
slow decline of the Inn and the role it plays in our community must be arrested.
None of the management committee has a financial interest in the existing society and
will make no financial gain from this share offer. All the current management committee
wish to purchase shares in this offer.
The Offer Period
This exciting opportunity will open on Tuesday the 19th January 2016 and will close on
Monday 29th February 2016. If we have not reached our minimum target of £200,000 by
Monday 29th of February we will extend the offer until Thursday the 31 st of March 2016.
The society aims to have agreed purchase of the building with the vendor, Robinson's, by
early April 2016. It would be the aim to complete the purchase by the end of May 2016. It
will aim to have completed all remedial works and found a tenant for the pub by the end of
June 2016.
This will allow the pub to open and begin trading by the weekend of the 16 th of July 2016.
Minimum and Maximum Investments
Shares are available at £1.00 each , subject to a minimum of £250. This means that the
minimum amount of shares purchased must be £250. We will however allow group
purchases of the minimum £250, but we will not find other investors for your group.
The maximum shares that can be purchased by any one individual is the legal maximum of
£100,000. We will reduce this if the share offer is over subscribed to reach our maximum
target of £300,000.
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Financial returns
The society aims to offer interest on shares of up to 3% per annum. This interest is not
guaranteed but is dependent on the financial performance of the society. The society is not
planning to pay any interest on shares for the first three years of trading. This is to allow the
society to recoup all the initial costs of purchasing the New Inn such as stamp duty, legal
fees and renovations. The actual yearly interest is to be proposed to the Annual General
Meeting of the members immediately following the relevant financial year. The amount will
be decided by its members subject to all relevant legislation and accounting good practices.
All interest will be credited to the share account of the investor. The investor can then apply
to withdraw this interest like any other shares.
Interest from society shares is liable for Income tax and must be included in your selfassessment return, however, this interest can be included in your £1000 personal interest
savings allowance.
There is no tax relief available on this investment.
Financial Risk
All monies invested are invested as equity and are therefore subject to risk. It is possible
that all investors may lose some or all of their money. This is without the protection of the
government’s Financial Services Compensation Scheme, and without recourse to the
Financial Ombudsman Service.
However, if the society does not work as a going trading concern, then the investors will still
own the bricks and mortar of the New Inn which can be sold as a source of repayment. In
these circumstances it can't be guaranteed that investors would be repaid in full or at all,
although the passage of time and the value of the whole site should mitigate risk to capital.
Share capital
The share capital purchased in our society will be withdrawable share capital. This means
that the shares can't be traded or sold to other people. The value of shares can only be
transferred to other people in the event of death.
Share must be sold back to the society and will be subject to a 3 month notice period. The
minimum investment period for your shares is 3 years, and the management committee will
suspend all share withdrawals for the first three years.
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The management have the right to refuse requests for share withdrawal and will limit yearly
withdrawal to 10% of the total share capital invested.
There will be exceptions to these limits on withdrawals e.g. death of an investor or other
exceptional circumstances approved by the management committee
Your share capital will not increase in value, all shares will remain £1. However your share
account may increase in value as we will credit any interest to your share account.
Withdrawals will initially be funded by a further open share offer, we will use this share
offer to build up a waiting list of potential investors. When people wish to withdraw their
shares we will ask the waiting list to replace the capital thereby becoming members. At
some point in the future when the society has created enough trading reserves to cover any
provision for contingencies, it will then allow withdrawal of share capital from our reserves.
Restrictions on financial returns
Our society’s rules on financial returns to members limit the return to interest on shares. As
a community benefit society we cannot pay dividends on trade. Our rules limit the
maximum share interest we can pay to 5% however we also cannot pay more than 2%
above the Bank of England Base Rate. This would currently limit it to 2.5%
Our rules and practice are governed by the Financial Conduct Authority which restricts
financial returns so that they are only what is sufficient to attract and retain capital.
We are also governed by the good practice requirement that such returns should only be
paid from current operating profits and are only payable when the society is profitable.
Contact details
If you have any questions please feel free to contact:
Sandy Sanderson at sandyandsue@hotmail.co.uk or telephone 07802 913921
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Application Form for Community Shares: Individual Subscribers
The New Inn (Yealand Conyers) Ltd
A Community Benefit Society incorporated under the Co-operative and Community Benefit Society's Act 2014
Registration Number: 7255, Registered Address: 2 Silverdale Rd, Yealand Redmayne, Carnforth, Lancashire, LA5 9TA
Application to subscribe for ordinary community shares of £1 each in the capital of The New Inn (Yealand Conyers) Ltd
(“Shares”) at £1 per Share.
I wish to become a member of The New Inn (Yealand Conyers) Ltd in accordance with the Society’s rules and apply
for: £.................... Shares, at £1 per Share (minimum £250 and maximum £100,000)
Agreement
I am at least 16 years of age. I have read and agree the Community Shares Offer Document, The Business Plan and the
Rules of The New Inn (Yealand Conyers) Ltd. I understand the Society’s Board may reject my application and does not
have to tell me why it has been rejected.
First Name:
Surname:
Address:
Postcode:
Date of birth:
Telephone:
Email:
[ ] Please tick if you wish to nominate a person to whom you wish your shares to be transferred on your death and
complete the ‘Nominee Appointment Form’ on the following page. Please also consider donating your shares to The
New Inn (Yealand Conyers) Ltd upon your death, and if you wish to do so include us as your nominee.
Payment
Payment must be for the full value of the shares you wish to buy. Payments can be made by cheque, payable to:
The New Inn (Yealand Conyers) Ltd and attached to this Application.
Data protection & money laundering
The data provided by you on this form will be stored within a computerised database. This data will only be used for
The New Inn (Yealand Conyers) Ltd purposes and will not be disclosed to a third party, unless required by law. In
signing this form, I confirm that The New Inn (Yealand Conyers) Ltd may hold any personal data submitted in this form
in accordance with the Data Protection Act 1998. It is a term of the offer that to ensure compliance with the Money
Laundering Regulations 2003, The New Inn (Yealand Conyers) Ltd may at its absolute discretion require verification of
identity from any person(s) seeking to invest.
Signature as confirmation of agreement
Signature:
Date:
Please return to:
Fiona Pickett (Treasurer), 31 Yealand Road, Yealand Conyers, Carnforth, Lancs. LA5 9SQ
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Nominee Appointment Form
This form should only be completed if you wish to nominate a person or
organisation to whom you wish your shares to be transferred on your death.
We will respect those wishes (so far as the law and our Rules permit).
Your name and address:
First Name:
Surname:
Address:
Postcode:
Please name your choice of nominee:
First Name:
Surname:
Organisation Name:
Address:
Postcode:
I understand that it may not be possible for The New Inn (Yealand Conyers) Ltd (“the Society”) to action this
request and I and my heirs will not hold the Society responsible for its actions. I understand that these
instructions can only be revoked or amended by my giving clear written instructions to the Secretary of the
Society at the registered office. I understand that trustees will need to be appointed if my nominee is under 16
years of age.
I hereby confirm the above nomination
Signature:
Date:
Please return to:
Fiona Pickett (Treasurer), 31 Yealand Road, Yealand Conyers, Carnforth, Lancs. LA5 9SQ
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