bath city fc community ownership bid share offer...prospectus-v2.indd 2 28/05/2015 13:56 why are we...

Bath City FC Community ownership Bid share oFFer2 June 2015

#BigBathCityBid

prospectus-v2.indd 1 28/05/2015 13:56

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.

what is this aLL aBout?

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.


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

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 community-owned 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.


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

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.


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.

the three piLLars oF suCCess


1Creating 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.


2open 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.

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.


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.


3use 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.


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.

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.

how Can we maKe this happen?

£750,000

we haVe setourseLVes anaBsoLuteminimumtarGet oF


1

2

3

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:

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.

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.

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.


what happens if we don’t reach the target?

If we don’t reach the minimum target your money will be returned.

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.

what happens if we surpass the target?

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:

• 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’.


• 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

• 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

with £750k, we BeLieVe we Can:

with £1.25m, we BeLieVe we Can:


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.

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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notes to Finances

For FY2014/15 the club is expected to make

a loss of less than £25,000 (FY2013/14 loss

£113,174). This improved performance is due

to an increase in football income of 39%,

which is due to an exceptional FA Trophy

run, and an increase in commercial income

in 57%. However social club sales were down

30%. Running costs were kept under control

and will end up about the same as FY2013/14.

Five year financial Plan (starting FY2015)

It is expected that losses in Year 1 will be

below £100k but will reduce in the following

years to give a near breakeven performance

in Year 4 and surplus in Year 5. The Financial

Plan does not include the installation of a

3G pitch. Dependent in part on how it is

funded, this can offer considerable revenue

opportunities from both use of the pitch and

increased use of the other facilities at the

club.

revenue

Football income is budgeted to decline

in Year 1 (in the absence of this year’s

exceptional cup run) before increasing by

22% in Year 2 and 15% thereafter, driven by

our “1000BC” campaign to increase average

attendances to 1000 by Year 4, and higher

average spend per paying attendee. Football

income can be accelerated by hitting our

“1000BC” target earlier than Year 4.

Commercial income is due to increase by

16% (£92,030) in Year 1 as new opportunities

due to CBS are maximised and a General

Manager is employed to focus on this type

of income stream. Commercial income in the

following years will average 12%.

Social Club income represents a big

opportunity for expansion. Targeting growth

in Year 1 of 29% still creates a shortfall of

some £20,000 on FY2013/14. It is expected

that Social Club income will double from

FY2014/15 levels by year 5 to £290,368.

Market and Stadium income is due to

decline in Year 1 due to the expiry of certain

contracts. Growth thereafter is limited but

a full assessment needs to be made of the

potential to hire out the stadium for other

events as well as development of the site to

create office rental opportunities or similar,

which will come out of the strategic review.

Merchandise and Programme sales are due

to increase in line with attendances and

are budgeted to grow 26% in Year 1 and 2.

Opportunities to sell merchandise through a

city centre retailer will also be pursued.

Other revenues relate mainly to the mobile

phone operator masts on-site.

Costs

The trading costs of the business

are budgeted to be in-line with past

performance but with inflationary increases

at 3%-5% per annum with the following

exceptions:

• Player’s wages to increase by 10% per

annum each year

• Total Social Club wages to double over

the period as revenue grows and staffing

levels increase.

• A General Manager is employed


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

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.


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,

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


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

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.


Q&a aBout the Community share oFFerwhy a community share issue?

We are seeking to raise a large sum.

This can’t just be a bucket-shaking

fundraiser: there has to be a clear

promise of a sustainable future. We

need a radical approach, and we

believe that community shares offer

the fairest and most cost effective

solution.

What is a community benefit society (CBS)?

A ‘community benefit society’ is a

close cousin of a co-operative society.

Whereas a co-operative exists for the

benefit of its members, a CBS exists

for the benefit of the community. Like

a co-operative, a CBS is run on a ‘one

member, one vote’ basis. Until recently,

CBSs were known as ‘industrial and

provident societies’. Only a co-op or a

CBS can issue community shares.

why a community share issue in a CBs?

Community shares issued by a

community benefit society (CBS) are

different to shares issued by a private

company. We think they are more

appropriate for a football club like Bath

City FC for the following reasons:

• shares are withdrawable on request

at the discretion of the CBs Board

• This offers an exit route to the

investor. Buying community shares

is not a donation: should the investor

want to be repaid, the CBS Board

can authorise this as long as it judges

that the club can afford it. The shares

will be withdrawable 5 years on from

the date of completion, which we

anticipate will be August 2020, subject

to the following conditions:

• Applications to withdraw shares

will be made in writing to the

Secretary of the CBS;

• All withdrawals must be funded

from trading surpluses and are at

the discretion of the CBS Board

with regard to the long term

interests of Bath City, the need

to maintain prudent reserves and

the community club’s primary

commitment to community

benefit;


• The CBS Board will not permit

more than 10% of the total value of

the community shares issued to be

redeemed in any financial year.

• shares do not change in value

• shares can pay a small amount

of interest. Interest of up to 2% per

annum above Bank of England clearing

bank base rate may be credited to

shareholders’ accounts subject to the

following conditions:

• Any payment of interest must

be from trading surpluses, at the

discretion of the CBS Board, with

regard to the long term interests

of Bath City FC, the need to

maintain prudent reserves and

the community club’s primary

commitment to community

benefit;

• The CBS Board may, having

regard to the principles set out

in the preceding sub-paragraph,

pay no interest or interest at a rate

lower than the rate referred to

above.

• Shares aren’t tradable or

transferable

• Club governance remains “one

member, one vote” no matter how

many community shares you buy

• The principle of a community

benefit society is that it is individual

membership, rather than share

ownership, that confers voting rights.

Community shares are a separate class

of share only available to members.

It is critical for the ongoing business

model of the club that the whole

community takes responsibility for the

club. Community shares are not about

“control”, they are about creating a

platform for the club to survive and

thrive.

how much are we seeking to raise?

The minimum viable target is

£750,000, which we believe will enable

the club to become a CBS. We’d need

to raise £1.25m to clear all director and

individual lender debt.

how will the money be managed?

The money will be held in a dedicated

Bath City Supporters Society account

up until the offer is complete. If

successful it can then be released to

complete the purchase. If you apply

online using the Microgenius facility,

money will only be taken when

we reach the minimum target end

following the 7 day opt out window.


what about Community shares, how much will they cost?

Each community share will carry the

nominal value of £1. In order to attract

the scale of investment we need, the

minimum community share purchase

will be £250. By law, the maximum

investment is £100,000.

what return will i receive for Community shares?

Members who buy community shares

can receive potential interest of up

to 2% over Bank of England base rate,

subject to the financial performance

of the club. Interest will be credited to

shareholder accounts rather than paid

out on an annual basis. Distribution of

interest will be at the discretion of the

board.

are there any restrictions on the payment of interest?

No interest will be paid during the first

five years, in order to help the Club

build its activities.

when can i apply for the return of my investment?

No withdrawals will be allowed for first

5 years to allow the Club to utilise the

funds raised to build the business and

ensure that investments are compliant

with the Enterprise Investment

Scheme. From year 5 requests to

withdraw will be considered by the

Board in order of receipt subject to the

conditions set out above.

Can anyone buy community shares?

Yes. Technically you must become

a member of the new Bath City FC

Community Benefit Society (CBS)

to buy shares, but you will be able

to apply for this at the same time as

purchasing community shares.

Also the offer set out in this document

is only open to UK residents. If you live

abroad and would like to invest, please

contact us separately.

is there any age limit?

You must be aged 16 years or older

to be a full voting member of the

CBS (and therefore able to purchase

community shares).

However, we are aware that people

may want to buy shares for their

children or grandchildren.

Community shares can only be held

by full members, so if an adult wanted

to buy shares for a child or grandchild,

the shares would need to be held on


their behalf by the adult until they

reached the age of 16. At that point, the

shares can be transferred as a special

exception to the “non-tradable, non-

transferrable” rule.

As the shares would legally be held

by the person over 16, the £100,000

limit would still have to be observed

- for example, someone couldn’t hold

£100,000 of community shares and

then another £1,000 on behalf of a

minor. There would be no additional

voting rights for the individual holding

shares for a minor, and the individual

holding shares would need to remain a

member of the CBS.

The transfer of the community shares

to the new holder when that person

reached the age of 16 would still be

subject to that person being admitted

as a member of the CBS, as shares may

only be held by members.

The Secretary of the CBS would

then record this in our register of

community shareholders that certain

shares were being held on behalf of

someone else.

what happens to my shares if i die?

The CBS rules allow for community

shares to be transferable on death,

so it is possible to bequeath your

community shares in your will.

membership

An annual membership fee will be

payable. This will be set at a low

level to encourage a large, diverse

membership. Initially the membership

fee will be £10.

The full rights, role and responsibilities

of members are set out in the Rules

of the CBS which are available at

www.bigbathcitybid.org/shares but

the following points relevant to the

community share offer are drawn to

your attention:

• In the event that a member fails

to renew their annual membership,

and they have purchased community

shares, these funds will remain

invested in the scheme until a request

to withdraw is made in line with the

process outlined for members;

• By not renewing your annual

membership fee, you may cease to be

entitled to member benefits, including

your equal voting share in the CBS.

Can organisations/companies subscribe for Community shares?

Yes. A representative of that

organisation will need to become a


member of the CBS as nominee for

their organisation/company.

Where can I find out more about community shares?

Our proposed CBS constitution is

based on Supporters Direct’s model.

To understand more about community

shares and how they have helped other

football clubs and enterprises such as

community owned shops and pubs

please go online to view our supporting

materials: www.bigbathcitybid.org/

shares.

who will run the club?

The new community club will be a

Community Benefit Society registered

with the Financial Conduct Authority.

It will be owned equally by members

who pay an annual subscription fee.

The club’s constitution will state that

there must be annual elections to the

Board who will serve on behalf of the

members, and who will work to meet

the objects of the Club:

• The Club’s objects are to benefit the

community by:

• enhancing the social, cultural

and economic value of the Club to

its Communities and by acting as a

responsible custodian of the club for

future generations;

• upholding the mutual ownership

of the Club operating democratically,

fairly and transparently;

• ensuring the Club operates with

financial responsibility enabling the

Club to be run for the long term

interest of the Community;

• providing sporting facilities and

opportunities regardless of age,

income, ethnicity, gender, disability,

sexuality, religious or moral belief; and

• playing at the highest level possible,

but always operating in a financially

responsible and prudent manner.

While we complete the purchase and

manage the transition to the new

ownership model, a working group will

make up an interim board and guide

the Club to the first election which will

take place by the end of the 2015/16

season. The interim board will be made

up of the members of the Big Bath

City Bid campaign who have made

this process possible, as we well as

members of the existing club structure

who bring invaluable knowledge and

experience.


is tax relief available?

We are taking steps to seek approval

from Her Majesty’s Revenue and

Customs (HMRC) for our community

share offer to be accepted into the

Enterprise Investment Scheme. Subject

to personal circumstances, this would

enable individual buyers of community

shares to claim tax relief of up to 30%

on community shares purchases at the

end of the tax year in which they are

made.

We think this is a fantastic incentive to

invest and buy shares in our scheme.

More details on the scheme and how

individuals could benefit are shown at

www.bigbathcitybid.org/eis

EIS relief would not be applicable

to individuals who have previously

bought shares in Bath City Football

Club Limited and choose to convert

to community shares in the new

CBS, when the motion is presented

to shareholders, should the deal go

ahead.

will i receive a share certificate?

Everyone who purchases £250 or

more community shares will receive

a community share certificate. The

Secretary will keep an updated share

register.

so what will happen to my money?

When we receive payment we will

send you an acknowledgement within

five working days.

Your funds will remain in a dedicated

Bath City Supporters Society bank

account. Direct Debit applications

made through Microgenius will be

collected upon successfully reaching

the minimum target.

If, and only if, we reach the target of

£750k by 4 September 2015 and when

the conversion of the private company

Bath City Football Club Limited to the

community benefit society Bath City

FC CBS is registered with the Financial

Conduct Authority, will your money be

converted into the appropriate number

of community shares.

You will receive notification that

the community buyout has been

confirmed and a personalised share

certificate will follow within 30 working

days.

Your funds will then be used in line

with the purposes laid out in this offer

document.

Progress/reporting

Progress reports to all those supporting


the scheme will be issued as and when

appropriate.

If we do not reach our target of

£750,000 by 4 September we will

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?

Whilst we are in advanced negotiations

with individuals who have loans with

Bath City Football Club Limited, we

have not been able to reach a final

agreement (in principle) on what any

repayment may look like at the time of

the launch.

We thought it was critical to get things

moving over the off season so that

everyone who has an interest in Bath

City will know what the ownership of

the club will look like for next season.

We want to be open and honest with

everyone about how the deal will fit

together and where their money will

go, which is why we have built a 7 day

‘opt out’ window where people can

review the final deal.

Whilst this does constitute an extra

step and potential risk to the deal

going ahead, we are confident that

if we reach this stage of the bid and

from the spirit of the negotiation we

have had so far, that people will want

to see their deposits remain, to see the

community ownership bid succeed.

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

the share offer; for preventing crime;

to the police, if required by law; to

any relevant regulatory authority, if

required by law; or with the permission

of the person concerned.

• Applications will be processed in

the order in which they are received

and may be accepted or rejected at

the absolute discretion of the interim

board of the CBS. Any application

rejected will be returned to the

applicant together with a cheque for

application monies received without

interest.

• By completing and delivering an

application form you, as the applicant:

• Offer to acquire the number of

Community Shares in Bath City FC CBS

specified in the form on the terms and

subject to the conditions set out here


and in the offer document and subject

to the Rules of Bath City FC CBS;

• Confirm that in making the

application you are not relying on

any information or representations

other than those contained in the

offer document and this application

form, and agree that no person shall

have any liability in connection with

your application for any information

or representation not contained in the

offer document and application form.

Bath City Supporters Society and

the Board accept responsibility

for the information contained in

this document. To the best of the

knowledge of the Society and the

Board (who have taken all reasonable

care to ensure that such is the case)

the information contained in this

document is in accordance with the

facts and contains no omission likely to

affect its substance.

supporting documents

You can find all of the following

supporting documents at www.

bigbathcitybid.org/docs or by

application to Bath City Supporters

Society, Twerton Park, Bath, BA2 1DZ.

• The proposed constitution of Bath

City FC CBS

• FAQs to provide more detail as to

how the scheme will work

• More information about community

shares and how they have been

successful at other football clubs

• A guidance document on the

Enterprise Investment Scheme and

potential tax relief for individual

investors

• Financial projections for Bath City

FC CBS for season 2015/16

• A business plan for Bath City FC CBS

what about Bath City supporters society?

This bid has been prepared with the

support and involvement of the Society

Board. If the bid is successful, and

community ownership is achieved,

the Society Board intend to put a

motion to the membership to transfer

engagements to the new Bath City FC

CBS, which will established through

the conversion of Bath City FC Ltd. This

is because the Bath City Supporters

Society Board believes that the

objectives of the Society will have

been met through the new community

club, and supporters will have a direct

opportunity to become involved in the

ownership of the club by becoming a

member of Bath City FC CBS.


i am an existing shareholder in Bath City Football Club Limited, what about me?

Currently there are more than 850

individual shareholders in Bath City

Football Club Limited and 500,000

issued shares carrying a nominal value

of £1 each. Whilst there are rights

attached to these shares if the football

club is to continue in its current

form, the likelihood of shareholders

ever receiving a dividend is almost

non-existent, and the likelihood

of shareholders ever getting the

money they paid for their shares in

a repayment of capital is even more

remote.

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

make that possible.

It will be up to each individual to

decide how they view their own

shareholding, but the bid team

will offer the opportunity for all

shareholders in Bath City Football Club

Limited to exchange their shares for

community shares in Bath City FC CBs

should they wish. This will form part of

the motion to shareholders if we reach

the minimum target of £750k that will

allow us to put a motion to convert to

the Club’s existing shareholders.


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.

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.

how to Buy Community shares


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,

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.


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

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 co-ordinated, or advised on, every community share offer involving football clubs.


Legionnaire £250

• Share Certificate • Limited Edition Owner’s badge • 1 year’s membership of the community club (thereafter £10 pa) • EIS tax rebate (if eligible): £75

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

Gladiator £5,000

• 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

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

personaL share inCentiVe sCheme


Business share inCentiVe sChemeBusiness Legion Bronze £1,000

• 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

• 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.

• 2 years membership of the community club

• 2 years Business Club Membership giving access to networking events.

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.


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 ...............................................................

Telephone ...............................................................

Email Address ...............................................................

Organisation (where applicable) ...............................................................

Representative (where applicable) ...............................................................

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+) ..............................

How much interest would you like to receive, subject to performance? (See page 30)

□ None □ 1% □ 2% Signed ...............................................................

Date ...............................................................

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. □

appLiCation Form


#BigBathCityBid

@BigBathCityBid

/BigBathCityBid

www.BigBathCityBid.org.uk

[email protected]


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