#BigBathCityBid
Bath City FC
Community
Ownership Bid
SHARE OFFER
2 June 2015
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WHAT IS THIS
ALL ABOUT?
We need to raise a minimum
of £750,000 by the 4th of
September 2015. Our goal
is to give Bath the football
club it deserves.
We will harness the appeal of the
world’s most popular sport to help
make Bath an even better place for
all. We will give our city a football
club to be proud of.
We will be offering a positive
alternative to the broken model
of British football by getting
more people, businesses and
organisations invested and
involved in Bath City FC.
With diverse support and a
sustainable business plan, Bath
City FC can push on towards the
Football League, engage the whole
community and deliver real social
benefits to the people of Bath.
Success off the pitch will drive
success on the pitch by allowing
us to invest in playing performance
and push up the leagues.
prospectus-v2.indd 2
We can achieve this goal
by putting community
engagement and social
purpose at the core of the
club.
Throwing open the doors to
fresh ideas and new energy
by giving people a real reason
to get involved and ensuring
fair and democratic control by
shifting to a ‘one member, one
vote’ ownership model.
Broadening the base of
investment and participation
in the club by transforming
the club’s commercial
performance, making the club
financially sustainable and
ending the constant reliance
on debt.
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Why are we doing this?
Bath is a city of sport, with
an excellent rugby club and a
university that produces Olympic
champions. Yet unusually for a
city of our size, it is without a well
supported football club. We think
this can change. Our brilliant city
deserves a brilliant football club.
Bath City FC faces two essential
challenges. The first is its
persistent failure to make an
annual profit. The second is the
debts that have accrued as a
result. The club is flirting with
crisis, but in that crisis there is a
fantastic opportunity to reject the
broken model of British football
and forge a new future.
There is an opportunity to
change the ownership model to a
members-led, community-owned
club. A club where the doors are
open for more people to step
forward and take responsibility,
a club where more people can
take a real stake and share in the
journey - the ups and the downs of running their local football club.
Community ownership is a more
positive, engaging, sustainable
and democratic way of structuring
and running a club, it also has the
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potential to totally transform Bath
City FC.
Who are ‘we’?
We are a group of supporters
and local people that have come
together because we care about
Bath and see a huge opportunity
to build a brilliant communityowned football club - the football
club that Bath deserves.
The initial impetus towards
community ownership came
from the Bath City Supporters
Society, a democratic membership
organisation of Bath City
supporters that is the club’s largest
shareholder.
We have the support and
permission of the Bath City
FC board of directors to fully
investigate a change of ownership
structure and make a binding offer
to the club’s shareholders.
Remember though: “we” are not
the future of the club. You are
the future of the club. With Bath
residents, companies, charities
and organisations involved, we can
transform Bath City FC into a club
that truly matters to the people of
Bath and sets an example to the
rest of football.
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How much will it cost me?
The minimum share purchase
has been set at £250. This makes
buying shares in Bath City FC
affordable to a wide range of
people in Bath and beyond.
However, we will need those
with deeper pockets to buy more
than the minimum if the bid is to
succeed. With this in mind, we
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have created a share incentive
scheme that provides additional
rewards and benefits to large
investors.
For organisations and companies,
we are offering further benefits
that can be passed on to
employees. Details of the share
incentive scheme are given on
pages 32 & 33.
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THE
THREE
PILLARS
OF
SUCCESS
We have identified three pillars for success, all of which
are inextricably linked to a change in Bath City FC’s
ownership model.
Much of the work that sits beneath the pillars is still
at the planning stage. We make no apology for this. A
community-owned club stands or falls on how heartily
the community commits to the club and uses the
new ownership model to turn these pillars into real
competitive advantages.
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1
Creating a Community Owned Club
Bath City FC has become disconnected from Bath. We believe
that community ownership will change this. Attitudes will shift
and imaginations will be captured. People who take pride in Bath
will take pride in Bath City. New faces will get involved and new
connections will be forged. Supporters will find new depths of
loyalty and commitment.
Community ownership provides an opportunity for Bath City FC to
become part of our city’s DNA. It will open up ownership of Bath
City FC to the whole community, giving more people a real stake
in the club’s success. Through community ownership, Bath City FC
will aim to achieve the following:
Create an ownership model that reflects Bath City’s true spirit
A private limited company is designed to maximise returns to
individual shareholders. This is at odds with how the club is
actually run: as a mostly volunteer effort driven by community
spirit and pride.
We will recognise this, and help external partners and funders
recognise this, by adopting the legal form of a Community Benefit
Society (CBS): a social enterprise that exists for the benefit of the
community. Bath City FC, unlimited.
Offer vibrant, meaningful and active membership
Smaller clubs live or die by the active involvement of their
supporters, partners and backers. Limiting input in decisionmaking and participation to a handful of investors can paralyse
lower league clubs by starving them of fresh ideas and enthusiasm.
A membership-driven Bath City FC Community Benefit Society will
revitalise the club’s fortunes by opening the doors to people who
want to be actively involved in the club as a way of helping the city.
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Open up new opportunities and business advantages for the club
With the community collectively owning Bath City we will have the
potential to achieve more – building stronger partnerships with
the local community, presenting a different appeal to sponsors,
increasing attendances and matchday spend, and making more of
supporters’ goodwill with projects and volunteering opportunities.
2
Building a platform for great football
Success in football is strongly linked to finances. The problem
with modern football is that many clubs seek success by spending
beyond their means. Instead of spending money we don’t have,
our focus will be on generating more income for the club to make
it truly sustainable.
If we want success to be sustained, we need the team off the pitch
to be as strong - stronger - as the one on it. Bath City FC will only
be as successful as the community willing to support it.
We’ll need to work smarter and harder commercially than some of
our rivals who run at a loss but rely on benefactors. But our club
and our community will be the better for it.
Our first step will be to inject new energy and ideas into the
commercial offer, marketing effort and matchday experience. We
will then need to take stock of where we are, consult widely and
consider our options.
We have already identified some key areas where we will need a
strategic review. We will organise dedicated working groups to
look at the issues outlined on the next page.
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The Stadium
We will conduct a review of Twerton Park stadium’s suitability
for present and future needs. Possible options may include
development of parts of the ground, full redevelopment or
relocation. This review will be put to the membership.
3G All-Weather Pitch
If the numbers stack up, a 3G-equipped Twerton Park could
become the true “Home of Bath Football”, hosting Bath City Youth,
Foundation, Academy and student and corporate sides. We wil
investigate the commercial opportunities of a 3G playing surface
as a priority. Again, this review will be put to the membership.
Football
We will conduct a strategic review of the club’s football structures,
facilities and support systems to ensure the club is equipped for,
and capable of, striving towards the Football League.
Commercial Activities
Drawing on the best ideas from
the world of sport and business,
Bath City will seek to maximise
commercial opportunities both
on matchdays and during the
rest of the year.
Matchday Experience
A thorough review of fan engagement, marketing activity
and matchday experience will ensure that the club
achieves the broadest possible engagement. We hope
to revitalise attendance, creating the next generations of
Bath City FC supporters.
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3
Use the power of football and Bath City FC to make a
tangible social impact
Football clubs have the power to reach people and parts of a
community like no other. A community-owned football club can go
even further.
Building on the experience and award-winning success of the
Bath City FC Community Sports Foundation, we will use our
community-owned model to bring in more resources and magnify
the club’s contribution to our city.
With a larger network of
businesses and organisations,
more active members and
a more attractive brand, the
possibilities are unlimited.
We can engage marginalised communities to
come to matches, link up with local authorities
and agencies to reach out to disengaged young
people or the isolated elderly, and support active
lifestyle ambitions by working with the Foundation
to consider new avenues of activity, such as futsal
and walking football, so as to broaden the reach
and range of Foundation activities and become
even more relevant to Bath.
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HOW CAN WE MAKE
THIS HAPPEN?
Bath City FC is a private company
kept alive by the generous
donations and loans of a handful
of dedicated individuals. Without
these donations the club would
never have reached its 125th
anniversary last year.
These individuals deserve our
respect and our gratitude. They
have stepped forward when no
one else felt able to do so.
With this in mind, the Big Bath
City Bid team has attempted to
find a way forward that is fair. Fair
in recognising this support, but
fair in that it gives community
ownership a platform to succeed.
WE HAVE SET
OURSELVES AN
ABSOLUTE
MINIMUM
TARGET OF
£750,000
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If we can reach that figure, we
believe we can do the following:
A) Secure 75% agreement of the
club’s existing shareholders to
vote to convert the company into
a community ownership model from a private limited company to
a community benefit society (CBS).
B) Clear critical debts and park
some of the remaining debt into
a longer term agreement that
will allow us 7-10 years to either
refinance the debt or realise funds
from the ground or other means
C) Have £260k as working capital
to cover the current operating
shortfall, invest in opportunities
to grow the club and keep some
aside for contingencies while we
turn the business around
D) Increase the current playing
budget by 10%
Our optimum target is £1.25m.
If we can reach £1.25m we are
confident that we can negotiate
repayment of all debt to directors
and individual lenders.
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What happens if we reach
the target?
If we reach our minimum viable
target of £750k and negotiate
what the bid team believe to be
a suitable debt agreement and
share offer, this will kick start the
following process:
1
We will contact everyone who has
deposited money in support of this
scheme to clarify the agreement
we have negotiated. We will wait
7 days before continuing on our
journey to community ownership,
giving people the chance to opt
out if they aren’t happy with the
‘in principle’ agreement we have
reached.
prospectus-v2.indd 11
2
Once the CBS has been registered
with the Financial Conduct
Authority and the takeover has
been agreed with the football
authorities, the funds raised will be
released and community shares in
the CBS will be issued.
3
Separately, a motion will be put
to the members of Bath City
Supporters Society to propose a
Transfer of Engagements to the
CBS club, allowing the Society
to achieve its objective of a
democratic football club existing
for the benefit of the community.
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What happens if we don’t
reach the target?
What happens if we surpass
the target?
If we don’t reach the minimum
target your money will be
returned.
The more money that we can raise,
the more money we can invest in
our three pillars of success and
accelerate real change: from a club
that historically loses money to
a club that can reap the benefits
of being community owned. In
particular we have identified that
we would:
If we are able to cover a small
shortfall with the help of a
sympathetic lender, we may
come back to you requesting your
permission to use your funds to
support a new arrangement, but
you will be under no obligation to
agree to this.
No matter what happens, you will
either get a community-owned
club or you will get your money
back - that much is certain.
What is not at all certain is the
future of Bath City FC. Whilst the
club is fortunate compared to
many of our rivals in owning our
ground, the club has consistently
made trading losses of between
£50K-£100K over the last few
years.
Understandably the existing
board can’t keep sustaining those
losses indefinitely, and the club is
increasingly vulnerable to financial
predators and crisis. Without
community ownership, the future
of the club will be in question.
prospectus-v2.indd 12
• Pay down debts to the directors
and other lenders at a faster rate
- the more we pay and quicker
we do it, the more of the debt
they are willing to write off, thus
improving the club’s stability and
financial strength.
• This also reduces pressure
to make structural changes at a
future date to repay remaining
debts.
• Invest in building the club’s
off-pitch revenue streams, as per
the outcomes of the strategic
reviews proposed under ‘building a
platform for great football’.
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WITH £750k, WE
BELIEVE WE CAN:
• secure a 75% vote of the club’s shareholders to
effect a change of status to a Community Benefit
Society (i.e. achieve community ownership)
• clear urgent debts of £100,000; pay off
approximately £385,000 of loans and negotiate with
the Directors of the Club regarding other loans with
the objective of achieving payment with 7 - 10 years
• introduce £260,000 of working capital
WITH £1.25m, WE
BELIEVE WE CAN:
• secure a 75% vote of the club’s shareholders to
effect a change of status to a Community Benefit
Society (i.e. achieve community ownership)
• clear all debts to directors and individual lenders
• leave the club with only £100,000 of debt to
NatWest Bank repayable over nine years by 2024
• maximise working capital to strengthen the club
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What would make a
community-owned club
financially viable?
We think there are several reasons
why a community-owned Bath
City FC will achieve profitability
where the existing club has failed.
First, our bid will recapitalise the
club and reduce debt interest - the
more we raise, the more debt we
can pay off.
Second, the bid campaign will
raise the profile of the club
throughout Bath and create
an immediate boost in core
attendance, which we will
consolidate through improved
marketing, relationship-building
and matchday experience, backed
by a larger and more structured
volunteer base.
prospectus-v2.indd 14
Third, new and improved relations
with a wider range of Bath
businesses will bring in increased
regular commercial income.
Fourth, more astute commercial
property exploitation can make
Twerton Park work harder for the
club.
Fifth, the possible installation
of a 3G pitch has the potential
to increase revenues through
pitch hire fees, decrease ground
maintenance costs and bring more
of Bath’s football community into
contact with Twerton Park.
Finally, as a social enterprise
operating in a ward formally
recognised as deprived, the CBS
is likely to have access to social
funding for any projects and
improvements that help both the
community and the club.
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463,369
423,037
40,332
122,785
-82,453
-110,154
Revenue
Direct costs
Gross operating
profit (loss)
Indirect costs
Net operating
profit BITDA
Net Profit/
Loss
FY 13/14
-9,481
11,095
119,641
130,736
386,474
517,210
14/15 to
5/5/15
-93,184
-75,476
163,907
88,431
423,947
512,378
Year 1
15/16
-34,580
-18,172
182,493
164,321
510,252
674,573
Year 3
17/18
-4,155
12,003
191,612
203,615
560,096
763,712
Year 4
18/19
13,856
29,764
209,193
238,957
615,811
854,768
Year 5
19/20
Detailed breakdown of this table is on the next page
-50,236
-33,328
168,981
135,652
469,106
604,758
Year 2
16/17
PROFIT & LOSS
OVERVIEW TO 2020
Notes to Finances
Social Club income represents a big
opportunity for expansion. Targeting growth
For FY2014/15 the club is expected to make
in Year 1 of 29% still creates a shortfall of
a loss of less than £25,000 (FY2013/14 loss
some £20,000 on FY2013/14. It is expected
£113,174). This improved performance is due
that Social Club income will double from
to an increase in football income of 39%,
FY2014/15 levels by year 5 to £290,368.
which is due to an exceptional FA Trophy
run, and an increase in commercial income
Market and Stadium income is due to
in 57%. However social club sales were down
decline in Year 1 due to the expiry of certain
30%. Running costs were kept under control
contracts. Growth thereafter is limited but
and will end up about the same as FY2013/14.
a full assessment needs to be made of the
potential to hire out the stadium for other
Five year financial Plan (starting FY2015)
events as well as development of the site to
create office rental opportunities or similar,
It is expected that losses in Year 1 will be
which will come out of the strategic review.
below £100k but will reduce in the following
years to give a near breakeven performance
Merchandise and Programme sales are due
in Year 4 and surplus in Year 5. The Financial
to increase in line with attendances and
Plan does not include the installation of a
are budgeted to grow 26% in Year 1 and 2.
3G pitch. Dependent in part on how it is
Opportunities to sell merchandise through a
funded, this can offer considerable revenue
city centre retailer will also be pursued.
opportunities from both use of the pitch and
increased use of the other facilities at the
Other revenues relate mainly to the mobile
club.
phone operator masts on-site.
Revenue
Costs
Football income is budgeted to decline
The trading costs of the business
in Year 1 (in the absence of this year’s
are budgeted to be in-line with past
exceptional cup run) before increasing by
performance but with inflationary increases
22% in Year 2 and 15% thereafter, driven by
at 3%-5% per annum with the following
our “1000BC” campaign to increase average
exceptions:
attendances to 1000 by Year 4, and higher
average spend per paying attendee. Football
• Player’s wages to increase by 10% per
income can be accelerated by hitting our
annum each year
“1000BC” target earlier than Year 4.
• Total Social Club wages to double over
Commercial income is due to increase by
the period as revenue grows and staffing
16% (£92,030) in Year 1 as new opportunities
levels increase.
due to CBS are maximised and a General
Manager is employed to focus on this type
• A General Manager is employed
of income stream. Commercial income in the
following years will average 12%.
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SO WHAT’S
IN IT FOR
ME?
Community shares are designed
to balance social and community
aspirations with hard business
logic – to give people the chance
to invest in the social outcomes
they want without simply making
charitable donations. Community
shares are designed to be
repayable. Where the club makes
a surplus, holders of community
shares can request repayment
with modest interest at the
discretion of the board.
In particular:
• The shares are withdrawable in
the future, at the discretion of the
board, if the club can afford it
• The shares can pay a small
amount of interest, added to your
prospectus-v2.indd 17
share account each year, at the
discretion of the board.
• We are seeking tax relief for
individual investors as part of the
Enterprise Investment Scheme
(EIS). This means that, subject
to your personal circumstances,
you can claim up to 30% of your
investment against your income
tax return. Supporters Direct has
been successful to achieving
this for other clubs in the past,
and The Bell Inn (Co-op) has also
successfully achieved EIS. We
have already received advance
assurance from HMRC that our
project is likely to qualify for both
Enterprise Investment Scheme
relief and, if the community
club needs to borrow, Social
Investment Tax Relief.
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WHAT DOES COMMUNITY
OWNERSHIP ACTUALLY
LOOK LIKE?
Step One: Interim Board
For the first season, an interim
board will ensure a smooth
transitional period whilst the new
governance structure is set up. The
interim board will include existing
board members and members of
the Big Bath City Bid. We seek to
retain as much existing talent and
experience from Bath City FC as
possible. We aim to quickly build
up a large pool of members during
the first season, including the bulk
of the existing supporter base,
which will pave the way for the
first election.
Step Two: An Elected Board
Members of the newly created
Bath City CBS will elect a
governing board for Bath City
FC at the end of the 2015/16
season. The Governing Board
will be responsible for the overall
performance of the Club. They
will exercise all the powers of
the Club apart from those that
they may choose to delegate,
prospectus-v2.indd 18
or are reserved to the members
under the Club’s rules. They can
also make direct appointments
to ensure diversity and a breadth
of skills. They represent, and are
responsible to, the membership.
The Governing Board will delegate
responsibility to manage the day
to day running of the Club to
an operational team, including
a paid General Manager. The
operational team will report back
to the Governing Board, to ensure
that they are fully supported and
working to the budget.
Following the first election,
subsequent years will see a third
of the Board places being made
available each year to ensure the
right balance between continuity
and opportunity.
The Governing Board will report
back to the membership, but
will rely on help from members
to make the club a success. This
is about opening up the club
to benefit from the goodwill of
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supporters and the city of Bath.
Members’ powers
The members will own the club
on a ‘one member, one vote’
basis. Sounds like chaos? Well,
democracy is vibrant and we
wouldn’t want it any other way.
But there will be measures in place
to ensure stability: in particular,
decisions will be delegated to the
elected Board.
If members really don’t like what
they see, they can propose new
ideas and challenge the elected
Board. The most fundamental
decisions facing the club –
especially, whether to move
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from Twerton Park – will require
a greater majority of members to
vote and turnout before the Board
can make a decision.
Remember - this isn’t fantasy
football. Members won’t be able
to pick the team, or sack the
manager at a whim. Members are
responsible for looking after the
long-term interests of the club.
There will be opportunities to
contribute on a day-to-day basis
via a range of practical volunteer
working groups. Every employee
and volunteer will have identified
roles and responsibilities, and each
will be accountable to their fellow
members.
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Q&A ABOUT THE
COMMUNITY SHARE
OFFER
Why a community share issue?
company. We think they are more
appropriate for a football club like Bath
We are seeking to raise a large sum.
City FC for the following reasons:
This can’t just be a bucket-shaking
fundraiser: there has to be a clear
• Shares are withdrawable on request
promise of a sustainable future. We
at the discretion of the CBS Board
need a radical approach, and we
believe that community shares offer
• This offers an exit route to the
the fairest and most cost effective
investor. Buying community shares
solution.
is not a donation: should the investor
want to be repaid, the CBS Board
What is a community benefit
society (CBS)?
can authorise this as long as it judges
that the club can afford it. The shares
will be withdrawable 5 years on from
A ‘community benefit society’ is a
the date of completion, which we
close cousin of a co-operative society.
anticipate will be August 2020, subject
Whereas a co-operative exists for the
to the following conditions:
benefit of its members, a CBS exists
for the benefit of the community. Like
• Applications to withdraw shares
a co-operative, a CBS is run on a ‘one
will be made in writing to the
member, one vote’ basis. Until recently,
Secretary of the CBS;
CBSs were known as ‘industrial and
provident societies’. Only a co-op or a
• All withdrawals must be funded
CBS can issue community shares.
from trading surpluses and are at
the discretion of the CBS Board
Why a community share issue
in a CBS?
with regard to the long term
interests of Bath City, the need
to maintain prudent reserves and
Community shares issued by a
the community club’s primary
community benefit society (CBS) are
commitment to community
different to shares issued by a private
benefit;
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• The CBS Board will not permit
• The principle of a community
more than 10% of the total value of
benefit society is that it is individual
the community shares issued to be
membership, rather than share
redeemed in any financial year.
ownership, that confers voting rights.
Community shares are a separate class
• Shares do not change in value
of share only available to members.
It is critical for the ongoing business
• Shares can pay a small amount
model of the club that the whole
of interest. Interest of up to 2% per
community takes responsibility for the
annum above Bank of England clearing
club. Community shares are not about
bank base rate may be credited to
“control”, they are about creating a
shareholders’ accounts subject to the
platform for the club to survive and
following conditions:
thrive.
• Any payment of interest must
be from trading surpluses, at the
How much are we seeking to
raise?
discretion of the CBS Board, with
regard to the long term interests
The minimum viable target is
of Bath City FC, the need to
£750,000, which we believe will enable
maintain prudent reserves and
the club to become a CBS. We’d need
the community club’s primary
to raise £1.25m to clear all director and
commitment to community
individual lender debt.
benefit;
• The CBS Board may, having
How will the money be
managed?
regard to the principles set out
in the preceding sub-paragraph,
The money will be held in a dedicated
pay no interest or interest at a rate
Bath City Supporters Society account
lower than the rate referred to
up until the offer is complete. If
above.
successful it can then be released to
complete the purchase. If you apply
• Shares aren’t tradable or
online using the Microgenius facility,
transferable
money will only be taken when
we reach the minimum target end
• Club governance remains “one
following the 7 day opt out window.
member, one vote” no matter how
many community shares you buy
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What about Community
Shares, how much will they
cost?
ensure that investments are compliant
with the Enterprise Investment
Scheme. From year 5 requests to
withdraw will be considered by the
Each community share will carry the
Board in order of receipt subject to the
nominal value of £1. In order to attract
conditions set out above.
the scale of investment we need, the
minimum community share purchase
will be £250. By law, the maximum
Can anyone buy community
shares?
investment is £100,000.
Yes. Technically you must become
What return will I receive for
Community Shares?
a member of the new Bath City FC
Community Benefit Society (CBS)
to buy shares, but you will be able
Members who buy community shares
to apply for this at the same time as
can receive potential interest of up
purchasing community shares.
to 2% over Bank of England base rate,
subject to the financial performance
Also the offer set out in this document
of the club. Interest will be credited to
is only open to UK residents. If you live
shareholder accounts rather than paid
abroad and would like to invest, please
out on an annual basis. Distribution of
contact us separately.
interest will be at the discretion of the
board.
Is there any age limit?
Are there any restrictions on
the payment of interest?
You must be aged 16 years or older
to be a full voting member of the
CBS (and therefore able to purchase
No interest will be paid during the first
community shares).
five years, in order to help the Club
build its activities.
However, we are aware that people
may want to buy shares for their
When can I apply for the return
of my investment?
children or grandchildren.
Community shares can only be held
No withdrawals will be allowed for first
by full members, so if an adult wanted
5 years to allow the Club to utilise the
to buy shares for a child or grandchild,
funds raised to build the business and
the shares would need to be held on
prospectus-v2.indd 22
28/05/2015 13:56
their behalf by the adult until they
community shares in your will.
reached the age of 16. At that point, the
shares can be transferred as a special
Membership
exception to the “non-tradable, nontransferrable” rule.
An annual membership fee will be
payable. This will be set at a low
As the shares would legally be held
level to encourage a large, diverse
by the person over 16, the £100,000
membership. Initially the membership
limit would still have to be observed
fee will be £10.
- for example, someone couldn’t hold
£100,000 of community shares and
The full rights, role and responsibilities
then another £1,000 on behalf of a
of members are set out in the Rules
minor. There would be no additional
of the CBS which are available at
voting rights for the individual holding
www.bigbathcitybid.org/shares but
shares for a minor, and the individual
the following points relevant to the
holding shares would need to remain a
community share offer are drawn to
member of the CBS.
your attention:
The transfer of the community shares
• In the event that a member fails
to the new holder when that person
to renew their annual membership,
reached the age of 16 would still be
and they have purchased community
subject to that person being admitted
shares, these funds will remain
as a member of the CBS, as shares may
invested in the scheme until a request
only be held by members.
to withdraw is made in line with the
process outlined for members;
The Secretary of the CBS would
then record this in our register of
• By not renewing your annual
community shareholders that certain
membership fee, you may cease to be
shares were being held on behalf of
entitled to member benefits, including
someone else.
your equal voting share in the CBS.
What happens to my shares if
I die?
Can organisations/companies
subscribe for Community
Shares?
The CBS rules allow for community
shares to be transferable on death,
Yes. A representative of that
so it is possible to bequeath your
organisation will need to become a
prospectus-v2.indd 23
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member of the CBS as nominee for
future generations;
their organisation/company.
• upholding the mutual ownership
Where can I find out more
about community shares?
of the Club operating democratically,
Our proposed CBS constitution is
• ensuring the Club operates with
based on Supporters Direct’s model.
financial responsibility enabling the
To understand more about community
Club to be run for the long term
shares and how they have helped other
interest of the Community;
fairly and transparently;
football clubs and enterprises such as
community owned shops and pubs
• providing sporting facilities and
please go online to view our supporting
opportunities regardless of age,
materials: www.bigbathcitybid.org/
income, ethnicity, gender, disability,
shares.
sexuality, religious or moral belief; and
Who will run the club?
• playing at the highest level possible,
but always operating in a financially
The new community club will be a
responsible and prudent manner.
Community Benefit Society registered
with the Financial Conduct Authority.
While we complete the purchase and
It will be owned equally by members
manage the transition to the new
who pay an annual subscription fee.
ownership model, a working group will
make up an interim board and guide
The club’s constitution will state that
the Club to the first election which will
there must be annual elections to the
take place by the end of the 2015/16
Board who will serve on behalf of the
season. The interim board will be made
members, and who will work to meet
up of the members of the Big Bath
the objects of the Club:
City Bid campaign who have made
this process possible, as we well as
• The Club’s objects are to benefit the
members of the existing club structure
community by:
who bring invaluable knowledge and
experience.
• enhancing the social, cultural
and economic value of the Club to
its Communities and by acting as a
responsible custodian of the club for
prospectus-v2.indd 24
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Is tax relief available?
So what will happen to my
money?
We are taking steps to seek approval
from Her Majesty’s Revenue and
When we receive payment we will
Customs (HMRC) for our community
send you an acknowledgement within
share offer to be accepted into the
five working days.
Enterprise Investment Scheme. Subject
to personal circumstances, this would
Your funds will remain in a dedicated
enable individual buyers of community
Bath City Supporters Society bank
shares to claim tax relief of up to 30%
account. Direct Debit applications
on community shares purchases at the
made through Microgenius will be
end of the tax year in which they are
collected upon successfully reaching
made.
the minimum target.
We think this is a fantastic incentive to
If, and only if, we reach the target of
invest and buy shares in our scheme.
£750k by 4 September 2015 and when
More details on the scheme and how
the conversion of the private company
individuals could benefit are shown at
Bath City Football Club Limited to the
www.bigbathcitybid.org/eis
community benefit society Bath City
FC CBS is registered with the Financial
EIS relief would not be applicable
Conduct Authority, will your money be
to individuals who have previously
converted into the appropriate number
bought shares in Bath City Football
of community shares.
Club Limited and choose to convert
to community shares in the new
You will receive notification that
CBS, when the motion is presented
the community buyout has been
to shareholders, should the deal go
confirmed and a personalised share
ahead.
certificate will follow within 30 working
days.
Will I receive a share
certificate?
Your funds will then be used in line
with the purposes laid out in this offer
Everyone who purchases £250 or
document.
more community shares will receive
a community share certificate. The
Progress/reporting
Secretary will keep an updated share
register.
prospectus-v2.indd 25
Progress reports to all those supporting
28/05/2015 13:56
the scheme will be issued as and when
if we reach this stage of the bid and
appropriate.
from the spirit of the negotiation we
have had so far, that people will want
If we do not reach our target of
to see their deposits remain, to see the
£750,000 by 4 September we will
community ownership bid succeed.
be in contact with you through your
preferred method of communication
within 10 working days.
Why will you wait 7 days to
proceed after the end of the
offer if we reach or surpass the
minimum target?
So what will happen to the
personal information I provide?
The information provided in application
forms will be dealt with in accordance
with data protection legislation and
will not be disclosed to any third party
except for the purpose of running
Whilst we are in advanced negotiations
the share offer; for preventing crime;
with individuals who have loans with
to the police, if required by law; to
Bath City Football Club Limited, we
any relevant regulatory authority, if
have not been able to reach a final
required by law; or with the permission
agreement (in principle) on what any
of the person concerned.
repayment may look like at the time of
the launch.
• Applications will be processed in
the order in which they are received
We thought it was critical to get things
and may be accepted or rejected at
moving over the off season so that
the absolute discretion of the interim
everyone who has an interest in Bath
board of the CBS. Any application
City will know what the ownership of
rejected will be returned to the
the club will look like for next season.
applicant together with a cheque for
We want to be open and honest with
application monies received without
everyone about how the deal will fit
interest.
together and where their money will
go, which is why we have built a 7 day
• By completing and delivering an
‘opt out’ window where people can
application form you, as the applicant:
review the final deal.
• Offer to acquire the number of
Whilst this does constitute an extra
Community Shares in Bath City FC CBS
step and potential risk to the deal
specified in the form on the terms and
going ahead, we are confident that
subject to the conditions set out here
prospectus-v2.indd 26
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and in the offer document and subject
• FAQs to provide more detail as to
to the Rules of Bath City FC CBS;
how the scheme will work
• Confirm that in making the
• More information about community
application you are not relying on
shares and how they have been
any information or representations
successful at other football clubs
other than those contained in the
offer document and this application
• A guidance document on the
form, and agree that no person shall
Enterprise Investment Scheme and
have any liability in connection with
potential tax relief for individual
your application for any information
investors
or representation not contained in the
offer document and application form.
• Financial projections for Bath City
FC CBS for season 2015/16
Bath City Supporters Society and
the Board accept responsibility
• A business plan for Bath City FC CBS
for the information contained in
this document. To the best of the
knowledge of the Society and the
What about Bath City
Supporters Society?
Board (who have taken all reasonable
care to ensure that such is the case)
This bid has been prepared with the
the information contained in this
support and involvement of the Society
document is in accordance with the
Board. If the bid is successful, and
facts and contains no omission likely to
community ownership is achieved,
affect its substance.
the Society Board intend to put a
motion to the membership to transfer
Supporting Documents
engagements to the new Bath City FC
CBS, which will established through
You can find all of the following
the conversion of Bath City FC Ltd. This
supporting documents at www.
is because the Bath City Supporters
bigbathcitybid.org/docs or by
Society Board believes that the
application to Bath City Supporters
objectives of the Society will have
Society, Twerton Park, Bath, BA2 1DZ.
been met through the new community
club, and supporters will have a direct
• The proposed constitution of Bath
opportunity to become involved in the
City FC CBS
ownership of the club by becoming a
member of Bath City FC CBS.
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I am an existing shareholder
in Bath City Football Club
Limited, what about me?
For this bid to be successful, we need
to secure a vote of 75% of the shares
in the Company to convert into a CBS
Club, which means negotiating to
Currently there are more than 850
make that possible.
individual shareholders in Bath City
Football Club Limited and 500,000
It will be up to each individual to
issued shares carrying a nominal value
decide how they view their own
of £1 each. Whilst there are rights
shareholding, but the bid team
attached to these shares if the football
will offer the opportunity for all
club is to continue in its current
shareholders in Bath City Football Club
form, the likelihood of shareholders
Limited to exchange their shares for
ever receiving a dividend is almost
community shares in Bath City FC CBS
non-existent, and the likelihood
should they wish. This will form part of
of shareholders ever getting the
the motion to shareholders if we reach
money they paid for their shares in
the minimum target of £750k that will
a repayment of capital is even more
allow us to put a motion to convert to
remote.
the Club’s existing shareholders.
prospectus-v2.indd 28
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HOW TO BUY COMMUNITY
SHARES
Microgenius
We are running our community
share offer through an online
facility called Microgenius, which
is operated by the Community
Shares Unit and is backed by the
Department for Communities and
Local Government.
In order to use the service, you
need a valid email address to
create your Microgenius account,
and a UK bank or building society
account to set up the Direct Debit
instruction. You don’t need to have
a credit card.
What happens when I invest?
Microgenius works as a one-off
Direct Debit, so when you sign
up, your name, address and
bank details will be taken but no
money will be transferred from
your account until and unless the
publicised target is hit. When you
have decided how much you want
to invest, enter your bank details
into their secure service when
prompted and GoCardless takes
care of the rest.
prospectus-v2.indd 29
You will be making a commitment
to pay the amount you specify,
if and when the offer target is
reached and the board draw the
funds down.
If we are successful, the Board will
decide a specific time to begin the
transfer, and every investor will
be given advance notice of when
exactly this will be.
More information on how
Microgenius works can be found
on the FAQ page on the website:
www.microgenius.org.uk/pg/faq-24
The system uses GoCardless, a
low-cost Direct Debit service
accessed through GoCardless’
sponsor, the Royal Bank of
Scotland, and is registered as a
Small Payments Institution with
the Financial Conduct Authority.
You will not pay any added fees,
but GoCardless does take 0.5%
of the funds raised for payment
processing on successful share
offers to cover the transaction
costs.
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Bank transfer or cheque
To do this, please complete the
form in the inside rear cover. By
signing it you confirm that you
have read the offer document and
accept the terms set out therein.
When you have completed and
signed the form please send it
to Bath City Supporters Society,
Twerton Park, Bath, BA2 1DZ.
You must either enclose a cheque
for the value of shares you wish to
buy or make a bank transfer.
Details of the secure Bath
City Supporters Society Bid
Fund account can be found at
bigbathcitybid.org.uk/howtobuy.
You must quote your full name and
post code as a reference so that
your payment can easily be linked
to your application for shares.
Your payment must come from a
UK clearing bank account in your
name and you must complete this
form with your full name, address
and date of birth.
Community Shares &
Membership
In order to buy community shares,
prospectus-v2.indd 30
you must agree to join the new
Bath City FC CBS as a member.
The proposed rules to the new
Bath City FC CBS are available
online at bigbathcitybid.org.uk/
rules.
In addition to your payment
for Community Shares you will
be required to pay an annual
additional membership fee to
become and remain a member.
The first year’s fee is included in
the share purchase. Next year’s
fee will be due at the end of next
season. (Currently the membership
fee is £10 a year for adults. Under
16’s can be associate members
paying £5 to join but cannot be
part of the Community Share
Scheme).
Interest
You may request to receive
interest on your community
shares. The maximum interest
available is 2% above Bank of
England base rate.
If interest is paid, additional
monies will be credited to
your share account rather than
paid out in cash. Payment of
interest is subject to the financial
performance of the club and is at
the discretion of the board.
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Contingencies and Risks
This document contains certain
forward-looking statements
that are subject to certain risks
and uncertainties, in particular
statements regarding Bath City FC
CBS’ plans, goals and prospects.
The CBS’ actual results and
operations could differ materially
from those anticipated in such
forward looking statements as a
result of many factors including
the risks faced by the CBS which
are described in this section and
elsewhere in this document.
These statements and the
assumptions that underlie
them are based on the current
expectations of the interim
CBS Board and are subject to a
number of factors, many of which
are beyond their control. As a
result, there can be no assurance
that actual results will not differ
materially from those described in
this document.
Our share offer is exempt from the
Financial Services and Markets Act
2000 or subsidiary regulations;
this means you have no right of
complaint to an ombudsman.
A community benefit society is
registered with but not authorised
by the Financial Services Authority
prospectus-v2.indd 31
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 what
you pay could carry a risk, please
consider it carefully in the context
of the complete share offer
document, and if needed seek
independent advice.
On the solvent dissolution or
winding up of Bath City FC CBS
holders of the shares will have
no financial entitlement beyond
payment of outstanding interest
approved by the Board and
repayment of paid-up share
capital.
Supporters Direct
Supporters Direct is the leading
organisation developing and
promoting community owned
sports clubs. We are a Community
Benefit Society owned by our
members; the Supporters Trusts
or supporter owned clubs we have
helped create.
Through our consultancy SD
Club Development we have coordinated, or advised on, every
community share offer involving
football clubs.
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PERSONAL SHARE
INCENTIVE SCHEME
Legionnaire
£250
Gladiator
£5,000
• Share Certificate
• Limited Edition Owner’s badge
• 1 year’s membership of the
community club (thereafter £10 pa)
• EIS tax rebate (if eligible): £75
• As above plus
• Official picture with team
• Lifetime membership of the
community club
• 1 year’s free Premier Lounge
Membership (from bid completion)
• 1 year’s dedicated Seat in stand
• Name listed on new lifetime
membership board
• EIS tax rebate (if eligible): £1500
Praetorian
£500
• As above plus
• Name listed on new permanent
Roll of Honour in stadium
• 2 years’ membership of the
community club
• EIS tax rebate (if eligible): £150
Centurion
£1,000
• As above
• Special listing in every
programme for 2015/16 season
(from bid completion)
• Invite to exclusive reception
event for major shareholders
• Free entry to 5 home league
games in 2015/16 season
• 3 years’ membership of the
community club
• EIS tax rebate (if eligible): £300
prospectus-v2.indd 32
Senator
£10,000
• As above plus
• 3 years’ free Premier Lounge
Membership with match day car
parking (from Bid completion)
• 3 years’ dedicated Seat in stand
with your name on
• 3 years’ Senator Forum
Membership including invitations
to special events
• EIS tax rebate (if eligible): 30% of
investment
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BUSINESS SHARE
INCENTIVE SCHEME
Business Legion Bronze
£1,000
• 2 years membership of the
community club
• Share Certificate
• Special listing in every
programme for 2015/16 season
(from bid completion)
• 10% discounted match day
tickets for up to 5 staff per home
league game for 2015/16 season
(from bid completion)
• 1 years membership of the
community club
• 2 years Business Club
Membership giving access to
networking events.
• 1 years Business Club
Membership giving access to
networking events.
Business Legion Silver
£5,000
• Share certificate
• Special listing in every
programme for 2015/16 season
(from bid completion)
• Own “Friends of the Club” plaque
in ground.
• 10% discounted match day
tickets for 10 staff staff per home
league game for 2015/16 season
(from bid completion)
• 2 x 1 year season ticket.
prospectus-v2.indd 33
Business Legion Gold
£10,000
• Share Certificate
• Special listing in every
programme for 2015/16 season
(from bid completion)
• Own “Friends of the Club” plaque
in ground.
• 10% discounted match day
tickets for 20 staff staff per home
league game for 2015/16 season
(from bid completion)
• 3 x 1 year season ticket.
• 3 years membership of the
community club
• 3 years Business Club
Membership giving access to
networking events.
Other packages can be tailored to
individual company requirements
to give further benefits to your
employees.
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APPLICATION FORM
Please complete this form if
you are paying by cheque or
bank transfer. When you have
completed and signed the
form please send it to Bath City
Supporters Society, Twerton Park,
Bath, BA2 1DZ. By signing it you
confirm you have read the offer
document and accept the terms
setout therin. Please refer to page
30 for full details.
Name
...............................................................
Address
...............................................................
...............................................................
...............................................................
Date of Birth
...............................................................
□
□
Subject to a successful bid, I wish to join the
Bath City FC CBS as a member (required)
We prefer to communicate by email. Tick
here if you do not want to receive email
Please send me the relevant HMRC form for
Enterprise Investment Scheme tax relief if
the CBS successfully qualifies.
□
I would like to buy personal
community shares to the value of:
□
□
□
□
□
£250
£500
£1,000
£5,000
Other (£250+) ..............................
I would like to buy organisation/
company community shares to the
value of:
□
□
□
□
□
£1,000
£2,500
£5,000
£10,000
Other (£250+) ..............................
Telephone
...............................................................
How much interest would
you like to receive, subject to
performance? (See page 30)
Email Address
...............................................................
□
Organisation (where applicable)
...............................................................
Signed
...............................................................
Representative (where applicable)
...............................................................
Date
...............................................................
prospectus-v2.indd 35
None
□
1%
□
2%
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#BigBathCityBid
@BigBathCityBid
/BigBathCityBid
www.BigBathCityBid.org.uk
[email protected]
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