1. Purpose of this Share Offer
Buckinghamshire Community Energy Ltd. (BCE) is currently only open for applications for new Members who must apply only for the minimum shareholding of 1 share (£10).
This is a Member Share Offer which has been prepared in order to:
- Recruit Members to join the community benefit society and increase community engagement and support for its work.
- Stimulate and support the organic growth of the enterprise through increased Membership and investment, enabling it to identify and develop capital projects for investment.
- Provide funds to cover its running costs and those incurred in preparing for capital projects or services which will be funded by community share offers specific to each project, service or group of projects.
2. Background
2:1 Our Aims
Buckinghamshire Community Energy Ltd. is a community benefit society (a form of co-operative) which means it is a not-for-profit social enterprise registered with the FCA (Reg. No. 8633), with an asset lock and funding from people in the community, who fund projects, become Members and have a say in how BCE is run and what projects it should develop.
BCE has been founded with the following objectives:
- To help the county of Buckinghamshire to become carbon neutral by partnering with businesses and community organisations to establish renewable energy generation and other low carbon technologies wherever possible.
- To facilitate progress towards carbon neutrality by installing and funding infrastructure such as energy efficient buildings and renewable energy sources. Showing local people how to reduce their energy usage and carbon emissions in their daily life and work.
- To help organisations to save money on energy bills while generating a financial surplus for re-investment in carbon emission reduction and energy efficiency projects in our community, and developing skills and expertise relating to renewable energy, low carbon technologies and energy efficiency in our young people.
2:2 Investment policies
Applications for new shares and to withdraw shares are controlled by the Board of Buckinghamshire Community Energy. In managing these processes, the Board refers to its Rules, to this Member Offer, any future Open Share Offers and its Share Withdrawal policies.
2:3 Current portfolio
BCE was officially registered with the FCA on 20th May 2021. It does not currently have any solar installations or other capital or service projects in its portfolio, but it has several potential sites with which it is actively engaged on Feasibility Studies.
Despite current Government policy which has removed most of the financial incentives for solar schemes, we still see a potential for more roof-mounted solar PV systems both on commercial buildings and community facilities, especially schools.
Appropriate sites will all have the characteristic of a high-day time energy usage although battery storage is an option for those organisations with a high level of evening usage.
BCE is actively seeking suitable sites and has provided advice on reducing energy use and decarbonising to a number of public bodies, businesses and schools with a view to funding and providing solar power and electric heating to them.
BCE is also developing a retrofit and energy efficiency advice and delivery service which will be the subject of a Community Share Offer in late 2022.
3. Returns on Investment
There are many factors that influence the actual interest rate paid on any Share Offer which is a decision made by the Board of Buckinghamshire Community Energy Limited. Consequently, there can be no guarantee of the return on investment.
Member Shares purchased through the Member Share Offer do not attract interest but enable people in the community to support BCE to develop projects which will be available for investment through Community Share Offers and it is hoped that these will offer an interest rate which will be decided by the Board and described in the Share Offer Documents, but which may change, subject to the Rules of the Society and the financial situation of the Society at the time.
4. Legal
4:1 Risk Factors
If you are considering buying shares in BCE, it is important you are aware of the element of risk. We have outlined the major investment risks below. This may not be an exhaustive list or explanation of all the risk factors involved and it is worth noting that BCE’s future performance might be affected by changes in market or economic conditions and changes in legal, regulatory and tax requirements.
It is important to consider the risks carefully before you decide to invest. Make sure you can afford to be without the money you will pay for the shares. If you are in any doubt about the information in this document, you should consult an independent financial adviser authorised by the Financial Conduct Authority, or get advice from a solicitor or accountant.
This investment should be considered as medium to long-term. If your circumstances change, your shares may not be readily convertible into cash.
Should BCE get into financial difficulties, then:
- We may have to suspend your rights to withdraw your shares
- We may have to write down the value of your shares
- You may lose all the money you pay for your shares
Note: Although shares in BCE are withdrawable, at the discretion of the Directors, you may not be able to withdraw the full price you pay for them if BCE does not have sufficient funds available at the time you want to withdraw your shares. In some exceptional circumstances the Directors may be compelled to write down the value of your shares. Should you then wish to withdraw your shares you will receive only their written down value.
However, Members are only personally liable for the amount of share capital they hold in the Society, or that which they have committed to purchase but have not paid for. They are not individually liable for debts incurred by the Society.
The business risks are addressed in the Business Risk Register which will be downloadable from the BCE website after the first AGM (June 2022).
4:2 Regulatory Matters
As BCE is a Community Benefit Society, it is exempt from the requirement to be regulated under the Financial Services and Markets Act 2000 (FSMA) or subsidiary regulations, and so this document is not required to be approved as a share offering by the FCA nor has it been.
The shares are not specified investments for the purposes of section 22 of FSMA pursuant to paragraph 76 of FSMA (Regulated Activities) Order 2001. Therefore, you do not have the level of protection that you might otherwise be offered by FSMA. The issue of withdrawable shares, which are not transferable, exempts this share offering from the requirements of an approved share offering required by section 85(1) of FSMA. The money that you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme and investors have no right to complain to the Financial Ombudsman Service.
4:3 Dissolution
Your attention is drawn to Rule 108 of the Rules governing BCE, which states that Members will receive no personal financial benefit from the conversion, transfer, dissolution or winding‐up of the Society. On a dissolution or winding‐up of the Society, any surplus assets (after payment of any liabilities) shall not be distributed to any Members but shall be transferred to some other non-profit body or bodies nominated by the Members which is or are subject to the same degree of restriction on the distribution of surpluses and assets as the Society. On a conversion, amalgamation and/or business transfer, the Society or company into which the Society converts, amalgamates or transfers its business must have objects similar to those of the Society.
5. Application Process
5:1 Member Offer
This Member Offer is open to individuals over the age of 16, corporate bodies or nominees of unincorporated associations and requires an investment of £10 – the minimum shareholding for this Member Offer being one Class A share.
- There is a single class of shares with a nominal value of £10
- All Members of BCE have one vote regardless of how many shares they hold
- Investors may apply to withdraw their share capital at any time (see Share Withdrawal Policy)
- Shares are not transferable, as per BCE’s Rules which prevent the sale of shares to third parties
We will keep Members up to date on developments through our website, emails (where you have given us permission), via occasional newsletters, the Annual Report, the Annual General Meeting and any general Member meetings that may be deemed necessary or of interest to Members.
For more information on the role and rights of Members as well as the process for Members to join the Board, please see BCE’s Rules on our website here:
The Member offer is not time-bound.
5:2 Nomination option
In the event of the death of a Member, the repaid value of the shares will normally be added to the estate for probate purposes. The application form on our website enables a Member to nominate a person to whom they wish to transfer their shareholding on their death up to a maximum value of £5,000, or email us to request the form.
5:3 Your application
You cannot withdraw your application for shares after we receive your application form. The £10 to be invested is payable in full on application. The Directors do not have to accept your application for Membership/shares. They do not have to give any reasons for their decision. Your application will be considered for approval at the first convenient BCE Board Meeting or on an ad hoc basis by written communication between the Board Directors to agree to approve your application.
Neither BCE nor any of its Directors or agents can provide investment advice, tax advice or recommendations to investors.
Member/Share applications will be handled by BCE.
Please note you are responsible for telling BCE about any change in your email or postal addresses by notifying BCE in writing via email on info@buckscommunityenergy.org or by post to the address above.
5:4 Your payment
BCE will acknowledge receipt of your BACS transfer and application by email and will pay in your cheque as soon as it is received. Bank account details are given in the application form below.
BCE will hold your money in the BCE bank account in trust for you until the Directors consider your application.
The Directors will return your money to you (within 28 days of the Board of Directors meeting at which they consider your application) if they decide not to issue shares to you and they will return the balance to you (within 28 days of that Board of Directors meeting).
The money will belong to BCE (and the Directors will no longer hold it in trust for you) as soon as the Directors approve your application and issue shares to you. The Society will not pay you interest on any money it returns to you.
5:5 Your promise to the Society
You promise that:
- You as an individual are at least 16 years of age.
- You have the authority to sign the application form (offline) or complete it online. If you are signing or completing it for another person, you will provide the Directors with evidence of your authority to sign or complete it if they ask to see it. The Directors will be unable to issue your shares until they can see this evidence.
- You will give proof of your identity and address if the Directors ask for it. They may need to do this for anti-money laundering purposes. The Directors may have to hold your shares until they see this.
5:6 Miscellaneous
This Offer and any agreement entered into for the purchase and sale of shares in the Society is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. You will be bound by the Rules of Buckinghamshire Community Energy Ltd. (as may be amended from time to time) if the Directors issue shares to you.
Before completing the Member Share Offer Application Form below you must:
- Carefully read this Member Share Offer document or the page on the website containing the information about this Member Share Offer.
- Pay special attention to the risk factors.
- Consider taking financial or other advice in relation to the terms and conditions of this share offer.
- Read the Rules of BCE and other supporting documentation listed previously.
If you have read and are happy with the above terms, please click on the button below to complete your Member Share Application.
Or you can download the Member Share Application Form here and post it to us.