Burrington Community Shop Share Offer www.burringtonshop.org.uk Launch: August 2015 You are invited to invest in a share offer to secure the long-term future of our Community Shop by initially opening within Pickards shop and then building permanent premises. INTRODUCTION This document describes an opportunity to invest in a share offer to secure the long-term future of a proposed community shop for Burrington. Around £60,000 is needed to build, fit out, equip, stock and promote the shop to enable it to open in its own premises. As a short term measure, the shop will be opening within Pickards Country Store. THIS DOCUMENT: Outlines the project and its benefits. Explains how the share offer works. Invites you to bring this exciting opportunity to fruition. Please read this document carefully in full before making a decision to subscribe for shares. This offer for shares opens in August 2015 and will remain open to residents/companies and other supporters for the foreseeable future. Burrington Community Shop Limited: registered with the FCA in England no 7123 Registered address: Valley View, Bircham Hill, Burrington, Umberleigh, Devon EX37 9JW HOW TO CONTACT US Write to us at our registered office: Valley View Bircham Hill Burrington Umberleigh Devon EX37 9JW Telephone: Steve Aldridge (01769 520580) or Jack Earnshaw (01769 520628) E-mail: [email protected] Visit our website: www.burringtonshop.org.uk “A rota system IS being worked out – but meanwhile, can we help you, madam?...” ABOUT BURRINGTON COMMUNITY SHOP In 2014, Denise and Anne Miller, who owned and ran the village shop, sadly decided to retire and as a result, Burrington lost its village shop. Very soon afterwards a group of residents decided to put plans in motion to bring about a new community shop. In the autumn of 2014 a steering committee was formed. This committee of nine residents designed a questionnaire and carried out a community consultation exercise to test public opinion and to understand what services the community wanted. It also asked residents if they would provide practical and/or financial help to set up this new venture and be willing to volunteer to help run the shop. Questionnaires were hand delivered to each household in the parish (a total of 225 questionnaires) 119 questionnaires were completed and returned (a 53% response rate). The key findings were: The majority thought it very important to have a village shop 90% said they would use post office facilities 92% said they would use a community-run shop 76% of people said they would prefer us to utilise an existing building 1 Around 56 people were interested in supporting the proposal, either through joining a steering group, fundraising, helping with refurbishments, making a donation or buying shares. 29 people said they would help with the day-to-day running of the shop on a voluntary basis, for instance working behind the counter, managing stock or cleaning. The results of the consultation were presented at a public meeting on 10th April 2015 that was well attended. Possible next steps were discussed, one of which was to launch a share offer to give residents the opportunity to help raise funds for this venture and enable them to have a say in its future. The proposal, at all stages, has been supported by residents, Burrington Parish Council and the Parish Hall Committee. An advisor with the Plunkett Foundation, a charity specializing in the development of rural community services, has given us expert advice and help. After a very generous offer, we are going to open a preliminary Community Shop within Pickards Country Store and we hope to achieve a turnover of around £15,000 a year. The Burrington Community Shop Committee has already invested in the business by purchasing a chiller and scales. We intend to initially open 5½ days per week, and will be based on the opening hours of Pickards Country Store. We aim to stock a wide range of household goods including fresh bread, milk and meat, together with cigarettes, frozen and tinned foods and look to undercut local supermarkets in some of these products. As well as standard brands we intend to also stock locally produced products. This initial shop will be limited in size, but still intends to meet the needs of the village for food products – yet won’t undermine any offerings of Pickards shop, such as household products. The Committee sees the future of the shop expanding and with the help and support from the community, a new building dedicated to the Community Shop will be erected when sufficient funds have been raised. We have already raised over £1000 in fundraising and donations. We are seeking to raise at least a further £7000 from selling withdrawable shares, to be combined with trading surpluses, money raised from fundraising activities and grants. The business has been set up as a Community Benefit Society (CBS) under the Co-operative and Community Benefit Societies Act 2014 using the Plunkett Foundation’s model rules and registered with the Financial Conduct Authority. This structure gives its members Limited Liability and provides a guarantee that the assets of the Society will be used for the benefit of the community and cannot be sold for private profit. We have a comprehensive business plan in draft form and detailed financial information is available from our Treasurer. A copy of the CBS rules and registration is available on our web site. WHAT IS BURRINGTON COMMUNITY SHOP LTD? Burrington Community Shop Ltd is incorporated as a Registered Society for the benefit of the Community under the Co-operative and Community Benefit Societies Act 2014 (registration number 7123). Our objective is to provide and sustain an attractive community shop. We will sell good quality items and services at a reasonable price which will largely meet the food shopping needs of parish residents and adjacent parishes, as well as visitors to the local area. There will be an emphasis on supplying good quality local produce at a fair price. There are additional objectives, which are: To safeguard and enhance the parish’s viability and resilience by improving village facilities, acting as a hub for the parish, fostering a stronger community, supporting the well-being of residents, and helping to meet the needs of the local community. To promote a sense of common ownership and collective effort for the good of the community as a whole. 2 To demonstrate that the business is sustainable and viable within three years. To support local businesses and the rural economy by providing an outlet for local producers, craftspeople and artisans, and enabling them to advertise their services and products. To develop a regular, loyal and profitable customer base from within the parish by providing a good retail option, personal service and being flexibly responsive to the needs, requests and criticisms of customers. To offer a cheerful, welcoming, friendly and helpful service. To reduce the parish’s carbon footprint by reducing car use and food miles. To provide a central, informal meeting point for villagers. To provide training, voluntary work opportunities and work experience for local people. To distribute all profits not required to sustain the business to local community projects. WHO IS LEADING THIS INITIATIVE? The Management Committee of Burrington Community Shop is made up of a small group of village residents. We have a broad range of skills, qualifications and experience, including project management, financial management, retail management, property development, business proprietors, sales, marketing, committee members and community help and volunteering. At all times we have aimed to keep villagers informed of what is being done in their name. This has been done by progress reports on our web site, at fundraising events as well as by word of mouth. The Management Committee currently consists of: Jack Earnshaw – Jack is a retired Project Manager who has worked in aerospace, ship design, the health service, local government and property development as well as the charity sector. He is a committee member on the Parish Hall and the Wallingbrook Patient Participation Group. Both he and his wife Sue have lived in Burrington for 8 years and have three sons. Before that they lived in Berkshire for 32 years. Jo Budden – Jo has lived in Burrington for 30 years, farming with her husband Tim, at Higher Hacknell Farm. Their three children all attended Burrington Primary School and she was on the school P.F.A, as well as helping at playgroup and youth club. She runs a farm based butchers selling their meat locally at farmers markets and online, operating with a national delivery service. This has brought her in contact with a number of local food producers and distributers. Steve Aldridge – Steve moved to Burrington from Landkey in 2002 and after spending over 40 years in the accountancy profession, retired from practice in 2014. During that time he became a Fellow of both the Institute of Financial Accountants & the International Association of Book-keepers, as well as holding a degree in adult education. During his time in practice he became particularly involved In voluntary sector finance. He is currently either a trustee or an honorary treasurer for a number of local charities, sports clubs and voluntary organisations and also performs the roll of independent examiner of small charity accounts. Betty Cox – Betty is a mother and a grandmother. She moved to Burrington 26 years ago, leaving behind a very busy lifestyle, both in the commercial world and the voluntary field of mentally handicapped in their training, working and social lives. She has helped to achieve a new school for the very young and the building of a Hostel for teenagers' not to mention running two youth clubs for the handicapped and activity holidays to give their parents a break. Betty is very involved in village life and its many aspects, willing to support in any way possible such as serving on various committees…our Parish Hall among them. The Management Committee are unpaid and are working on your behalf to ensure a successful business that benefits the needs of the community. They follow a code of conduct which aims to ensure good management of the business. Teresa Cullen – Teresa moved to the village 17 years ago with her husband Paul and 2 daughters who were both educated locally at Chulmleigh Community College and then North Devon College. Paul had retired from the 3 computer industry and they decided they would like a lifestyle change and very soon bought their first Alpacas. They started with half a dozen Alpacas, which were purchased locally then imported 4 stud males and 24 females from Canada. They competed at many shows, winning several rosettes and then became involved in the fibre market, selling fleeces as well as the end product such as yarn, socks, jumpers and even coats. Teresa travelled the show circuit for 10 years, exhibiting the Alpacas and products then she took a lease on a shop unit at Eggesford Garden Centre where she continued to sell Alpaca clothing and yarn until 2 years ago. Both Teresa and her husband are now semi-retired though are still involved with the Alpacas which are kept, primarily, for their fleece. Carole Poulton – Carole and her husband Tim moved to the village from Kent, almost two years ago. Carole worked for many years as a customer service representative and for nine years as National Service Manager. She volunteered for the Kent Library Service for two years and recently worked for the Royal Voluntary Service, recruiting and coordinating volunteers for the Devon Libraries Home Library Service. She has also worked as a secretary and administrator. Her hobby is family history research and she is retired (for now). Rosella Turner – Rosella has lived in Burrington for the last 12½ years, and previous to that ran the Beacon Garage at Dolton, with husband Ron for 36 years. I think that makes her 'local'! Peter Smale – I have lived and farmed at Burrington Barton for the last 30 years with my wife Marilyn. Our children attended the village school and grew up in Burrington, they have now all returned to the local area to live and work, and are actively involved in community events. I myself have been privileged to serve on the parish council for the last 12 years. Elaine Willis – I am Devon born & bred, I moved to Burrington 20 years ago after living 5 years in Barnstaple where I was Joy’s lodger, when she was offered a bungalow here I came with her.. Although I spent a while working with children and went to the South Molton Recycle on a youth training scheme I decided to join Joy’s Kleeneze group in 1990 and became a joint distributor with her a year later and became a Avon lady in 1999. Since moving here I was a member of the PCC for a while and enjoy doing things in the village. THE SHARE OFFER The share offer has been designed to provide local people and organisations that we work with, the opportunity to contribute financially on a long-term basis to the success of Burrington Community Shop and to become part owners. We are aiming to raise at least £7000 towards the building of new premises as well as stocking and fitting out our interim shop. By raising funds through share capital, we can demonstrate the commitment of the community to project funders and at the same time reduce our interest and capital repayment costs to commercial lenders. Shares are priced at £10.00 per share and the minimum amount for this share offer is 1 share. Shares will be sold in blocks of one or more and under present legislation the maximum investment is £100,000 per person or organization. As a shareholder you will have Limited Liability which means you can never lose more than the value of your shares if the venture was to fail. Shares in a CBS cannot go up in value, but you may be paid interest on the value of your shares as trading conditions allow. This is at the discretion of the Management Committee and must be funded from trading profits, after first considering the long-term interest of the business, the need to maintain prudent reserves and the Society’s commitment to community benefit. Details of share holdings are given in paragraph 8 of our Model Rules that are on our web site. 4 The purchase of shares gives members a right to vote on decisions regarding the management of the enterprise and each member will have one vote irrespective of how many shares are held. Hence, nobody can purchase a greater influence over the organization by purchasing a large number of shares. Shares are not transferable except on death or bankruptcy and cannot be sold. Shares must be held for at least three years, and after that period, you can apply to the Management Committee, giving three months’ notice to withdraw your shares. Withdrawal will be at the discretion of the Management Committee who will judge if the business is trading profitably and has adequate surpluses to fund withdrawals. If the freehold of Burrington Community Shop is ever sold, shareholders would be repaid the value of their shares after the repayment of outstanding debts, if any, and any surplus would be paid to a charitable or community body in the local area. Interest may be payable on shareholdings at an interest rate proposed by the Management Committee, based on the performance of the Society. Currently interest cannot exceed 2% above the Bank of England base rate. We will endeavor to pay interest if trading conditions allow, after a decision by members at each AGM. However, this cannot be guaranteed. Investors should therefore also consider the social dividend of investing in a community shop. This will include things such as: Having a shop in the village to purchase essential daily staples such as bread, milk and fresh produce. Creating jobs and volunteering opportunities for local people. Offering local suppliers the opportunity to supply fresh, quality food to the local community thereby strengthening the local economy. A way of reducing car journeys to supermarkets and other shops outside Burrington. Retaining a community hub where people can obtain information, meet friends and neighbours and improve the sense of belonging in the community. Re-investing surplus profits in the community. IS THE BUSINESS VIABLE? There are currently 333 community owned shops, they are profitable and operate with a 96% success rate. We have already prepared an initial business plan and believe the project is viable, and are now working on the details of the full plan which will be available shortly on the website. WHAT HAPPENS IF WE CANNOT RAISE ENOUGH MONEY? If we are unable to raise sufficient funds, we will call a shareholders’ meeting to discuss other options such as alternative premises. All monies invested in this community share offer will be held on trust and not spent. Contributions will be fully repaid in the event that the project does not proceed. However, we will continue trading at Pickards Country Stores so long as it is in our mutual interest (this will be reviewed every six months). INVESTMENT GUARANTEED? No, however, this should be viewed as a long-term investment for the benefit of the community. The value of your shares cannot increase 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. Although we cannot guarantee a return on your investment, the Management Committee fully intends to recommend an interest payment to shareholders as soon as practicable, to encourage continuing investment. Interest payments 5 shall not exceed 2% above the Bank of England base rate and will require a resolution by members in any given year of distribution. It is planned that future profits not needed for the development of the business will be used for the benefit of the community. RISKS We have identified a number of risk factors for the Burrington Community Shop. These include: Maintaining the predicted level of turnover. Dependency on volunteers. Failure to reach the required investment. Competition from home delivery by national supermarkets. This list is not necessarily comprehensive and any trading activity is vulnerable to changing or unanticipated risk. However, please bear in mind that this share offer has been compiled by members of the community for the benefit of the community and we would not consider it if we did not believe in it. Our share offer is exempt from the Financial Services and Markets Act 2000 and subsidiary regulations; this means you have no right of complaint to an ombudsman. A community benefit society is registered with, but not authorized 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 our investment could carry a risk, please consider it carefully and if needed seek independent financial advice. TERMS AND CONDITIONS You cannot withdraw your application for shares after your application form has been received and processed. The Management Committee may decide to allocate fewer shares than you applied for if the offer is over-subscribed and share applications will be considered in the order in which they are received, so early application is recommended. We will acknowledge receipt of your subscription and will hold money paid on trust for you until the Management Committee is confident that the business is going ahead. HOW TO APPLY FOR SHARES A share application form is available on our web site or from the Management Committee. Please complete and return it to the Treasurer, Steve Aldridge; the Chairman, Jack Earnshaw or any other Committee member. Alternatively, completed applications can be handed in at Pickards Country Store Please ensure you read the frequently asked questions on the following pages. THANK YOU FOR YOUR SUPPORT! Support provided by: 6 FREQUENTLY ASKED QUESTIONS ABOUT COMMUNITY SHARES Before deciding to invest, please consider seeking independent advice. If you need further information on the project itself, please do not hesitate to contact any member of the Management Committee. Why should I become a member? Burrington Community Shop is a business that will be run by the community, for the community. The success of the shop relies on the support of local people and we would encourage as many people as possible to become shareholders and therefore part owners of the business. Who will benefit from this venture? The community of Burrington and the surrounding locality such as Pavington, Kingford and Portsmouth Arms, will benefit directly from owning a village shop. It will continue to be run for the benefit of the community and surplus profits will be available for distribution for social, environment and charitable purposes within the community – nominated by its members. Is it a good business proposition? The community shop model has proved itself to be very robust. Out of a total of 333, there is a 96% success rate and it is well proven that communities that work together to set up such a venture will support it in the future. Who is the Management Committee? Can I trust them and do they have a personal interest? The elected Management Committee making this share offer is a group of volunteers who believe passionately in preserving the shop. They do not have any personal financial interest in this project beyond the amount they have invested themselves. Who will run the shop and the Society? The interim shop will be operated by Pickards staff, but all proceeds will be passed to Burrington Community Shop Limited. Stocks and decisions on stock levels will be decided by Burrington Community Shop Limited. The Society is run by the Management Committee which is selected each year by member vote at the Annual General Meeting. Once permanent premises are provided, the shop will be primarily operated by volunteers, although it might be necessary to employ a day to day manager. What voting rights do I have as a Shareholder? In a Community Benefit Society the rule is one member, one vote. So no matter how large or small your shareholding, you have an equal voice. If somebody invests £10,000 they have no more of a say than somebody who purchases a single £10 share. Are there any restrictions to becoming a member? Members must be aged 18 or over. There is no requirement to be resident in the community. Membership is also open to corporate bodies. How much may I invest? What is the minimum and maximum I can invest in the Burrington Community Shop? 7 The minimum amount is £10.00 for a single share. The statutory maximum amount of share capital that can be invested by an individual or organization in this type of Society is currently £100,000. However, only one vote is obtained irrespective of the number of shares purchased. You can also make donations or provide medium term loans that do not provide voting rights. Can I invest in instalments? No. This is a cash offer. Anyone will be able to become a member with a holding 1 x £10 share(s) at any time. Once you have purchased a share you may increase the number shares held at any time – subject to the legal limit of £100,000. What is my liability should I invest? Your liability is limited to the value of your shares. Will my investment increase in value? Shares can go down in value but they cannot increase in value above their original price. Will my investment remain confidential? We will keep a Members’ Register; the Share Register will be held separately in a password controlled, confidential environment. As in a private company, shareholders are entitled to request to view the Share Register, however, this will not be encouraged by the Management Committee and we anticipate that the great majority of shareholders will respect that others may not wish their shareholding to be general knowledge. Can I sell my shares? No, these shares cannot be sold to third parties. They are a special type of share known as community share. The only way to recover their value is to apply to withdraw your shares from the community venture itself (after an initial three year period). How can I get my money back if and when I need it? You can apply to the Management Committee to withdraw your shares, giving three months’ notice after an initial three year period. Withdrawals are at the discretion of the Management Committee who will judge if the business is trading profitably enough to allow withdrawals. Withdrawals will be paid from trading surpluses or from a new share offer. Is there interest payable on the investment? We have allowed for the possibility of an interest payment as we believe that it is important that investors can expect a return on their investment, subject to the performance of the Society, to encourage continuing support. Interest shall not exceed 2% above Bank of England Base Rate and will require a resolution to be approved by its members. Is my money safe? Your money will be cared for prudently by the Management Committee but there is no absolute guarantee of safety. Annual accounts of the business and regular reports on the state of the business will be available on request at any time and submitted to members at the AGM. The purchase of a building and the leasehold of the land offers added security to investors. What redress do I have if the business fails and I lose the value of my shares? The sale of community shares is not regulated and therefore there is no right of complaint to the Financial Ombudsman, nor can you apply to the Financial Services Compensation Scheme. By regular updates to the village and 8 prudent management, it is totally intended that the business will remain viable. Should any financial issues arise we will inform you at the earliest occasion and call a general meeting of the society Can I lose some or all of this investment? Potentially you can lose everything you invest in a community share offer – it cannot be viewed in the same way as an investment in a building society or bank. We will own the new building. However, it is likely that the land occupied by the shop will be occupied on a lease. We could potentially be given notice and would attempt to relocate the building. If the enterprise isn’t successful then we would clearly have to cease trading. To avoid this situation then residents need to support the venture by using the shop on a regular basis in order to make it viable. 9
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