BATH CITY FC COMMUNITY OWNERSHIP BID SHARE OFFER - #BIGBATHCITYBID
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#BigBathCityBid
Bath City FC
Community
Ownership Bid
SHARE OFFER
2 June 2015
prospectus-v2.indd 1 28/05/2015 13:56
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 We can achieve this goal
make Bath an even better place for by putting community
all. We will give our city a football engagement and social
club to be proud of. purpose at the core of the
club.
We will be offering a positive
alternative to the broken model Throwing open the doors to
of British football by getting fresh ideas and new energy
more people, businesses and by giving people a real reason
organisations invested and to get involved and ensuring
involved in Bath City FC. fair and democratic control by
shifting to a ‘one member, one
With diverse support and a vote’ ownership model.
sustainable business plan, Bath
City FC can push on towards the Broadening the base of
Football League, engage the whole investment and participation
community and deliver real social in the club by transforming
benefits to the people of Bath. the club’s commercial
performance, making the club
Success off the pitch will drive financially sustainable and
success on the pitch by allowing ending the constant reliance
us to invest in playing performance on debt.
and push up the leagues.
prospectus-v2.indd 2 28/05/2015 13:56
Why are we doing this? potential to totally transform Bath
City FC.
Bath is a city of sport, with
an excellent rugby club and a Who are ‘we’?
university that produces Olympic
champions. Yet unusually for a We are a group of supporters
city of our size, it is without a well and local people that have come
supported football club. We think together because we care about
this can change. Our brilliant city Bath and see a huge opportunity
deserves a brilliant football club. to build a brilliant community-
owned football club - the football
Bath City FC faces two essential club that Bath deserves.
challenges. The first is its
persistent failure to make an The initial impetus towards
annual profit. The second is the community ownership came
debts that have accrued as a from the Bath City Supporters
result. The club is flirting with Society, a democratic membership
crisis, but in that crisis there is a organisation of Bath City
fantastic opportunity to reject the supporters that is the club’s largest
broken model of British football shareholder.
and forge a new future.
We have the support and
There is an opportunity to permission of the Bath City
change the ownership model to a FC board of directors to fully
members-led, community-owned investigate a change of ownership
club. A club where the doors are structure and make a binding offer
open for more people to step to the club’s shareholders.
forward and take responsibility,
a club where more people can Remember though: “we” are not
take a real stake and share in the the future of the club. You are
journey - the ups and the downs - the future of the club. With Bath
of running their local football club. residents, companies, charities
and organisations involved, we can
Community ownership is a more transform Bath City FC into a club
positive, engaging, sustainable that truly matters to the people of
and democratic way of structuring Bath and sets an example to the
and running a club, it also has the rest of football.
prospectus-v2.indd 3 28/05/2015 13:56
How much will it cost me? have created a share incentive
scheme that provides additional
The minimum share purchase rewards and benefits to large
has been set at £250. This makes investors.
buying shares in Bath City FC
affordable to a wide range of For organisations and companies,
people in Bath and beyond. we are offering further benefits
that can be passed on to
However, we will need those employees. Details of the share
with deeper pockets to buy more incentive scheme are given on
than the minimum if the bid is to pages 32 & 33.
succeed. With this in mind, we
prospectus-v2.indd 4 28/05/2015 13:56
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.
prospectus-v2.indd 5 28/05/2015 13:56
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 decision-
making 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.
prospectus-v2.indd 6 28/05/2015 13:56
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.
prospectus-v2.indd 7 28/05/2015 13:56
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.
prospectus-v2.indd 8 28/05/2015 13:56
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.
prospectus-v2.indd 9 28/05/2015 13:56
HOW CAN WE MAKE
THIS HAPPEN?
Bath City FC is a private company If we can reach that figure, we
kept alive by the generous believe we can do the following:
donations and loans of a handful
of dedicated individuals. Without A) Secure 75% agreement of the
these donations the club would club’s existing shareholders to
never have reached its 125th vote to convert the company into
anniversary last year. a community ownership model -
from a private limited company to
These individuals deserve our a community benefit society (CBS).
respect and our gratitude. They
have stepped forward when no B) Clear critical debts and park
one else felt able to do so. some of the remaining debt into
a longer term agreement that
With this in mind, the Big Bath will allow us 7-10 years to either
City Bid team has attempted to refinance the debt or realise funds
find a way forward that is fair. Fair from the ground or other means
in recognising this support, but
fair in that it gives community C) Have £260k as working capital
ownership a platform to succeed. to cover the current operating
shortfall, invest in opportunities
to grow the club and keep some
WE HAVE SET aside for contingencies while we
OURSELVES AN turn the business around
ABSOLUTE D) Increase the current playing
budget by 10%
MINIMUM Our optimum target is £1.25m.
TARGET OF If we can reach £1.25m we are
£750,000
confident that we can negotiate
repayment of all debt to directors
and individual lenders.
prospectus-v2.indd 10 28/05/2015 13:56What happens if we reach
the target? 2
Once the CBS has been registered
with the Financial Conduct
Authority and the takeover has
If we reach our minimum viable been agreed with the football
target of £750k and negotiate authorities, the funds raised will be
what the bid team believe to be released and community shares in
a suitable debt agreement and the CBS will be issued.
3
share offer, this will kick start the
following process: Separately, a motion will be put
1
to the members of Bath City
We will contact everyone who has Supporters Society to propose a
deposited money in support of this Transfer of Engagements to the
scheme to clarify the agreement CBS club, allowing the Society
we have negotiated. We will wait to achieve its objective of a
7 days before continuing on our democratic football club existing
journey to community ownership, for the benefit of the community.
giving people the chance to opt
out if they aren’t happy with the
‘in principle’ agreement we have
reached.
prospectus-v2.indd 11 28/05/2015 13:56What happens if we don’t What happens if we surpass
reach the target? the target?
If we don’t reach the minimum The more money that we can raise,
target your money will be the more money we can invest in
returned. our three pillars of success and
accelerate real change: from a club
If we are able to cover a small that historically loses money to
shortfall with the help of a a club that can reap the benefits
sympathetic lender, we may of being community owned. In
come back to you requesting your particular we have identified that
permission to use your funds to we would:
support a new arrangement, but
you will be under no obligation to • Pay down debts to the directors
agree to this. and other lenders at a faster rate
- the more we pay and quicker
No matter what happens, you will we do it, the more of the debt
either get a community-owned they are willing to write off, thus
club or you will get your money improving the club’s stability and
back - that much is certain. financial strength.
What is not at all certain is the • This also reduces pressure
future of Bath City FC. Whilst the to make structural changes at a
club is fortunate compared to future date to repay remaining
many of our rivals in owning our debts.
ground, the club has consistently
made trading losses of between • Invest in building the club’s
£50K-£100K over the last few off-pitch revenue streams, as per
years. the outcomes of the strategic
reviews proposed under ‘building a
Understandably the existing platform for great football’.
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 28/05/2015 13:56WITH £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
prospectus-v2.indd 13 28/05/2015 13:56What would make a Third, new and improved relations
community-owned club with a wider range of Bath
financially viable? businesses will bring in increased
regular commercial income.
We think there are several reasons
why a community-owned Bath Fourth, more astute commercial
City FC will achieve profitability property exploitation can make
where the existing club has failed. Twerton Park work harder for the
club.
First, our bid will recapitalise the
club and reduce debt interest - the Fifth, the possible installation
more we raise, the more debt we of a 3G pitch has the potential
can pay off. to increase revenues through
pitch hire fees, decrease ground
Second, the bid campaign will maintenance costs and bring more
raise the profile of the club of Bath’s football community into
throughout Bath and create contact with Twerton Park.
an immediate boost in core
attendance, which we will Finally, as a social enterprise
consolidate through improved operating in a ward formally
marketing, relationship-building recognised as deprived, the CBS
and matchday experience, backed is likely to have access to social
by a larger and more structured funding for any projects and
volunteer base. improvements that help both the
community and the club.
prospectus-v2.indd 14 28/05/2015 13:56prospectus-v2.indd 15
PROFIT & LOSS
OVERVIEW TO 2020
FY 13/14 14/15 to Year 1 Year 2 Year 3 Year 4 Year 5
5/5/15 15/16 16/17 17/18 18/19 19/20
Revenue 463,369 517,210 512,378 604,758 674,573 763,712 854,768
Direct costs 423,037 386,474 423,947 469,106 510,252 560,096 615,811
Gross operating
40,332 130,736 88,431 135,652 164,321 203,615 238,957
profit (loss)
Indirect costs 122,785 119,641 163,907 168,981 182,493 191,612 209,193
Net operating
-82,453 11,095 -75,476 -33,328 -18,172 12,003 29,764
profit BITDA
Net Profit/ -110,154 -9,481 -93,184 -50,236 -34,580 -4,155 13,856
Loss
Detailed breakdown of this table is on the next page
28/05/2015 13:56Notes 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%.
prospectus-v2.indd 16 28/05/2015 13:56SO WHAT’S
IN IT FOR
ME?
Community shares are designed share account each year, at the
to balance social and community discretion of the board.
aspirations with hard business
logic – to give people the chance • We are seeking tax relief for
to invest in the social outcomes individual investors as part of the
they want without simply making Enterprise Investment Scheme
charitable donations. Community (EIS). This means that, subject
shares are designed to be to your personal circumstances,
repayable. Where the club makes you can claim up to 30% of your
a surplus, holders of community investment against your income
shares can request repayment tax return. Supporters Direct has
with modest interest at the been successful to achieving
discretion of the board. this for other clubs in the past,
and The Bell Inn (Co-op) has also
In particular: successfully achieved EIS. We
have already received advance
• The shares are withdrawable in assurance from HMRC that our
the future, at the discretion of the project is likely to qualify for both
board, if the club can afford it Enterprise Investment Scheme
relief and, if the community
• The shares can pay a small club needs to borrow, Social
amount of interest, added to your Investment Tax Relief.
prospectus-v2.indd 17 28/05/2015 13:56WHAT DOES COMMUNITY
OWNERSHIP ACTUALLY
LOOK LIKE?
Step One: Interim Board or are reserved to the members
under the Club’s rules. They can
For the first season, an interim also make direct appointments
board will ensure a smooth to ensure diversity and a breadth
transitional period whilst the new of skills. They represent, and are
governance structure is set up. The responsible to, the membership.
interim board will include existing
board members and members of The Governing Board will delegate
the Big Bath City Bid. We seek to responsibility to manage the day
retain as much existing talent and to day running of the Club to
experience from Bath City FC as an operational team, including
possible. We aim to quickly build a paid General Manager. The
up a large pool of members during operational team will report back
the first season, including the bulk to the Governing Board, to ensure
of the existing supporter base, that they are fully supported and
which will pave the way for the working to the budget.
first election.
Following the first election,
Step Two: An Elected Board subsequent years will see a third
of the Board places being made
Members of the newly created available each year to ensure the
Bath City CBS will elect a right balance between continuity
governing board for Bath City and opportunity.
FC at the end of the 2015/16
season. The Governing Board The Governing Board will report
will be responsible for the overall back to the membership, but
performance of the Club. They will rely on help from members
will exercise all the powers of to make the club a success. This
the Club apart from those that is about opening up the club
they may choose to delegate, to benefit from the goodwill of
prospectus-v2.indd 18 28/05/2015 13:56supporters and the city of Bath. from Twerton Park – will require
a greater majority of members to
Members’ powers vote and turnout before the Board
can make a decision.
The members will own the club
on a ‘one member, one vote’ Remember - this isn’t fantasy
basis. Sounds like chaos? Well, football. Members won’t be able
democracy is vibrant and we to pick the team, or sack the
wouldn’t want it any other way. manager at a whim. Members are
But there will be measures in place responsible for looking after the
to ensure stability: in particular, long-term interests of the club.
decisions will be delegated to the There will be opportunities to
elected Board. contribute on a day-to-day basis
via a range of practical volunteer
If members really don’t like what working groups. Every employee
they see, they can propose new and volunteer will have identified
ideas and challenge the elected roles and responsibilities, and each
Board. The most fundamental will be accountable to their fellow
decisions facing the club – members.
especially, whether to move
prospectus-v2.indd 19 28/05/2015 13:56Q&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 can authorise this as long as it judges
society (CBS)? 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 with regard to the long term
in a CBS? 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;
prospectus-v2.indd 20 28/05/2015 13:56• 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 How much are we seeking to
be from trading surpluses, at the 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;
How will the money be
• The CBS Board may, having 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
prospectus-v2.indd 21 28/05/2015 13:56What about Community ensure that investments are compliant
Shares, how much will they with the Enterprise Investment
cost? 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 Can anyone buy community
will be £250. By law, the maximum shares?
investment is £100,000.
Yes. Technically you must become
What return will I receive for a member of the new Bath City FC
Community Shares? 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 You must be aged 16 years or older
the payment of interest? 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 children or grandchildren.
of my investment?
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 13:56their 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, non-
transferrable” 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 Can organisations/companies
I die? 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 28/05/2015 13:56member of the CBS as nominee for future generations;
their organisation/company.
• upholding the mutual ownership
Where can I find out more of the Club operating democratically,
about community shares? fairly and transparently;
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;
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 28/05/2015 13:56Is 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. Progress reports to all those supporting
prospectus-v2.indd 25 28/05/2015 13:56the 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 So what will happen to the
within 10 working days. personal information I provide?
Why will you wait 7 days to The information provided in application
proceed after the end of the forms will be dealt with in accordance
offer if we reach or surpass the with data protection legislation and
minimum target? 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 28/05/2015 13:56and 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 What about Bath City
knowledge of the Society and the 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.
prospectus-v2.indd 27 28/05/2015 13:56I am an existing shareholder For this bid to be successful, we need
in Bath City Football Club to secure a vote of 75% of the shares
Limited, what about me? 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 28/05/2015 13:56HOW TO BUY COMMUNITY
SHARES
Microgenius You will be making a commitment
to pay the amount you specify,
We are running our community if and when the offer target is
share offer through an online reached and the board draw the
facility called Microgenius, which funds down.
is operated by the Community
Shares Unit and is backed by the If we are successful, the Board will
Department for Communities and decide a specific time to begin the
Local Government. transfer, and every investor will
be given advance notice of when
In order to use the service, you exactly this will be.
need a valid email address to
create your Microgenius account, More information on how
and a UK bank or building society Microgenius works can be found
account to set up the Direct Debit on the FAQ page on the website:
instruction. You don’t need to have
a credit card. www.microgenius.org.uk/pg/faq-24
What happens when I invest? The system uses GoCardless, a
low-cost Direct Debit service
Microgenius works as a one-off accessed through GoCardless’
Direct Debit, so when you sign sponsor, the Royal Bank of
up, your name, address and Scotland, and is registered as a
bank details will be taken but no Small Payments Institution with
money will be transferred from the Financial Conduct Authority.
your account until and unless the
publicised target is hit. When you You will not pay any added fees,
have decided how much you want but GoCardless does take 0.5%
to invest, enter your bank details of the funds raised for payment
into their secure service when processing on successful share
prompted and GoCardless takes offers to cover the transaction
care of the rest. costs.
prospectus-v2.indd 29 28/05/2015 13:56Bank transfer or cheque you must agree to join the new
Bath City FC CBS as a member.
To do this, please complete the The proposed rules to the new
form in the inside rear cover. By Bath City FC CBS are available
signing it you confirm that you online at bigbathcitybid.org.uk/
have read the offer document and rules.
accept the terms set out therein.
In addition to your payment
When you have completed and for Community Shares you will
signed the form please send it be required to pay an annual
to Bath City Supporters Society, additional membership fee to
Twerton Park, Bath, BA2 1DZ. become and remain a member.
The first year’s fee is included in
You must either enclose a cheque the share purchase. Next year’s
for the value of shares you wish to fee will be due at the end of next
buy or make a bank transfer. season. (Currently the membership
fee is £10 a year for adults. Under
Details of the secure Bath 16’s can be associate members
City Supporters Society Bid paying £5 to join but cannot be
Fund account can be found at part of the Community Share
bigbathcitybid.org.uk/howtobuy. Scheme).
You must quote your full name and Interest
post code as a reference so that
your payment can easily be linked You may request to receive
to your application for shares. interest on your community
shares. The maximum interest
Your payment must come from a available is 2% above Bank of
UK clearing bank account in your England base rate.
name and you must complete this
form with your full name, address If interest is paid, additional
and date of birth. monies will be credited to
your share account rather than
Community Shares & paid out in cash. Payment of
Membership interest is subject to the financial
performance of the club and is at
In order to buy community shares, the discretion of the board.
prospectus-v2.indd 30 28/05/2015 13:56Contingencies and Risks and therefore the money you pay
for your shares is not safeguarded
This document contains certain by any depositor protection
forward-looking statements scheme or dispute resolution
that are subject to certain risks scheme. As the whole of what
and uncertainties, in particular you pay could carry a risk, please
statements regarding Bath City FC consider it carefully in the context
CBS’ plans, goals and prospects. of the complete share offer
The CBS’ actual results and document, and if needed seek
operations could differ materially independent advice.
from those anticipated in such
forward looking statements as a On the solvent dissolution or
result of many factors including winding up of Bath City FC CBS
the risks faced by the CBS which holders of the shares will have
are described in this section and no financial entitlement beyond
elsewhere in this document. payment of outstanding interest
approved by the Board and
These statements and the repayment of paid-up share
assumptions that underlie capital.
them are based on the current
expectations of the interim Supporters Direct
CBS Board and are subject to a
number of factors, many of which Supporters Direct is the leading
are beyond their control. As a organisation developing and
result, there can be no assurance promoting community owned
that actual results will not differ sports clubs. We are a Community
materially from those described in Benefit Society owned by our
this document. members; the Supporters Trusts
or supporter owned clubs we have
Our share offer is exempt from the helped create.
Financial Services and Markets Act
2000 or subsidiary regulations; Through our consultancy SD
this means you have no right of Club Development we have co-
complaint to an ombudsman. ordinated, or advised on, every
A community benefit society is community share offer involving
registered with but not authorised football clubs.
by the Financial Services Authority
prospectus-v2.indd 31 28/05/2015 13:56PERSONAL SHARE
INCENTIVE SCHEME
Legionnaire Gladiator
£250 £5,000
• Share Certificate • As above plus
• Limited Edition Owner’s badge • Official picture with team
• 1 year’s membership of the • Lifetime membership of the
community club (thereafter £10 pa) community club
• EIS tax rebate (if eligible): £75 • 1 year’s free Premier Lounge
Membership (from bid completion)
Praetorian • 1 year’s dedicated Seat in stand
£500 • Name listed on new lifetime
membership board
• As above plus • EIS tax rebate (if eligible): £1500
• Name listed on new permanent
Roll of Honour in stadium Senator
• 2 years’ membership of the £10,000
community club
• EIS tax rebate (if eligible): £150 • As above plus
• 3 years’ free Premier Lounge
Centurion Membership with match day car
£1,000 parking (from Bid completion)
• 3 years’ dedicated Seat in stand
• As above with your name on
• Special listing in every • 3 years’ Senator Forum
programme for 2015/16 season Membership including invitations
(from bid completion) to special events
• Invite to exclusive reception • EIS tax rebate (if eligible): 30% of
event for major shareholders investment
• 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 28/05/2015 13:56BUSINESS SHARE
INCENTIVE SCHEME
Business Legion Bronze • 2 years membership of the
£1,000 community club
• Share Certificate • 2 years Business Club
• Special listing in every Membership giving access to
programme for 2015/16 season networking events.
(from bid completion)
• 10% discounted match day Business Legion Gold
tickets for up to 5 staff per home £10,000
league game for 2015/16 season
(from bid completion) • Share Certificate
• 1 years membership of the • Special listing in every
community club programme for 2015/16 season
(from bid completion)
• 1 years Business Club • Own “Friends of the Club” plaque
Membership giving access to in ground.
networking events. • 10% discounted match day
tickets for 20 staff staff per home
Business Legion Silver league game for 2015/16 season
£5,000 (from bid completion)
• 3 x 1 year season ticket.
• Share certificate • 3 years membership of the
• Special listing in every community club
programme for 2015/16 season • 3 years Business Club
(from bid completion) Membership giving access to
• Own “Friends of the Club” plaque networking events.
in ground.
Other packages can be tailored to
• 10% discounted match day individual company requirements
tickets for 10 staff staff per home to give further benefits to your
league game for 2015/16 season employees.
(from bid completion)
• 2 x 1 year season ticket.
prospectus-v2.indd 33 28/05/2015 13:56prospectus-v2.indd 34 28/05/2015 13:56
APPLICATION FORM
□
Please complete this form if Subject to a successful bid, I wish to join the
Bath City FC CBS as a member (required)
you are paying by cheque or
□
bank transfer. When you have We prefer to communicate by email. Tick
completed and signed the here if you do not want to receive email
form please send it to Bath City
Please send me the relevant HMRC form for
Supporters Society, Twerton Park,
□
Enterprise Investment Scheme tax relief if
Bath, BA2 1DZ. By signing it you the CBS successfully qualifies.
confirm you have read the offer
document and accept the terms I would like to buy personal
setout therin. Please refer to page community shares to the value of:
30 for full details.
□ £250 £500□
Name □ £1,000 □
£5,000
............................................................... □ Other (£250+) ..............................
Address I would like to buy organisation/
............................................................... company community shares to the
............................................................... value of:
...............................................................
□ £1,000 □
£2,500
Date of Birth □ £5,000 □
£10,000
............................................................... □ Other (£250+) ..............................
Telephone How much interest would
............................................................... you like to receive, subject to
performance? (See page 30)
Email Address
............................................................... □ None □ 1% □ 2%
Organisation (where applicable) Signed
............................................................... ...............................................................
Representative (where applicable) Date
............................................................... ...............................................................
prospectus-v2.indd 35 28/05/2015 13:56#BigBathCityBid
@BigBathCityBid
/BigBathCityBid
www.BigBathCityBid.org.uk
info@BigBathCityBid.org.uk
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