Community Farm & Edible Woodland Project
Share Offer Document
01st Aug 2018 to st 31 Mar 2019 Buy shares here CONTACT DETAILS Email: office@farmeco.co.uk Web: www.farmeco.co.uk Twitter: #farmeco Facebook: farmecoNG13 Reg Address: Shackerdale Farm, Car Colston, Bingham, Notts, NG13 8JB
Farmeco Community Care Limited (Farmeco) is excited to announce the launch of become a co-owner. As an investor, you will help Farmeco to build an inclusive, healthy and resilient organisation which takes practical steps to overcome the social, environmental and economic challenges faced by our planet.
History Having run the farm since 1933, David’s family is looking for approaches in making the farm productive and sustainable. On 20th Jun 2017, Farmeco Community Care Limited became a registered community society, following the conversion of Farmeco from a private company limited by shares, which had previously run the community focused activities at the farm.
This conversion arose after an extensive consultation, with a wide array of stakeholders on the future of the farm, who suggested to open a part of the farm to the public through share ownership based on the community society model. This prospectus tells you about our work, plans, why and how to invest, about your investment and more information about this
Work Our work is currently focused on a 20-acre area of the farm which serves as a food and fruits production, animal rearing, training and recreation grounds. It is divided into a 6.8-hectare (16.8 acres) edible woodland area with a total of 4,500 trees and shrubs and a 3 acres area with trees and grazing areas. Working with a team of volunteers and staff, Farmeco: 1.
Manages an edible woodland and wellbeing space
2.
Produces fruits and nuts and processes juices for sale
3.
Organises activities for community cohesion and skills development
4.
Keeps and manages a small herd of goats and sheep
5.
Supports individuals and communities with land use, craft entrepreneurs, and natureoriented therapists by providing a ordable access to land, tools and infrastructure as well as mentoring and project management support
Plans
Our plans are outlined in the business plan available at www.farmeco.co.uk/bp. We aim to bring likeminded people together while raising funds to widen our involvement in agroforestry and environmental matters, increase accessibility to healthier fresh food produce, enhance community participation, engagement and capacity building and make Farmeco economically sustainable. The share will enable Farmeco to play a role in reconnecting people to food and farming, support education and apprenticeships in agriculture and provide therapeutic support through green care.
Why invest The share offer will help Farmeco raise finances required for both capital investment and revenue costs. As outlined in the business plan, www.farmeco.co.uk/bp, Farmeco has a healthy projection of financial growth and ability to meet our financial obligations. However, to guarantee continued growth and cushion against possible poor income while reducing dependency on grants, Farmeco needs to raise at least £10,000.00 from members in the next six months.
Farmeco shareholders benefits: • Become co-owner of Farmeco • Be invited to special events on the farm; • Discounted products and services in the farm; • Free access to walk in the farm (Nonmembers to pay a fee); • Be entitled to one vote at general meetings of the members;
• Be updated regularly through a member’s newsletter & Annual Report; • Help provide longer-term security to the farm by increasing access to local food while benefiting people and the planet.
How
Buying the shares
The share opens on 1st Aug 2018 and closes on 31st March 2019 The share price is £1.00 per share investors can apply for a minimum of 100 shares (£100) or a maximum of 5000 shares (£5000). There is an additional cost of £30, the annual membership fee. Shares applications can be made in two different ways: 1.
By completing the form on page 7and 8 this booklet and returning it to us
2.
Downloading an online application form www.farmeco.co.uk/shares2018
Targets Since the core purpose of the share is to reduce dependency on grants, any amount we raise will go towards this purpose. As such, any target reached will support our goals being: 1.
Improvements of edible woodland area including accessibility, footpaths, sign posts, plaques, gazebos, information boards and trees mapping
2.
Improving the marketing & promotion of Farmeco products & services
3.
Investing in equipment such as fruit juice production, woodwork & trees management training, working space & basic equipment
4.
Other proposed projects see www.farmeco.co.uk/projects
The share is also aimed at helping us to recruit members. Our aim to have a minimum of 50 members in this share raising at least £5,000 which will go towards reducing our dependency on grants.
About the investment You are investing in Farmeco Community Care Limited, registered with the Financial Conduct Authority (reg. no. 7581) on 20 Jun 2017 under the Co-operative The details of members’ rights, management and the Farm’s constitution are contained in our governing document. Please note that the share will close once the higher target of £10,000 (share is reached. The management committee reserve the right to extend the o er beyond this initial period if they believe doing so would bene t the share issue.
What are community shares? Farmeco is using community shares (also called ‘withdrawable shares’) which are ideally suited to community-focused organisation. Investors do not receive interest on the sums they invest and may withdraw their investment (in essence, get their money back) but only under certain conditions. Farmeco must rst have the funds to support withdrawal and we are only expecting to be able to accept requests for withdrawal after ve years. Community shares can’t be sold on or transferred. We will always have to ensure that getting money back to investors is prudent, considering our objectives as a community bene t society. Whilst we have a strong business plan that supports our plans for growth, and a desire to ensure a return to investors who have shown faith in our community, our wider community, purpose will always come rst.
Voting rights On purchase of the minimum number of shares you will become a member of the Society and will be entitled to full voting rights at the AGM and other general meetings. All members have one vote regardless of the number of shares held.
Nature of the investment
The investment should be considered as an opportunity to contribute farm with the expectation of a social dividend rather than a reward.
to the
This is a medium to long term investment. As such, it is most attractive to people who share our values, rather than those who want an immediate return. This ensures that those who own Farmeco will invest on a long term basis. The value of shares in Farmeco can not increase beyond the nominal value of £1. Shares cannot be sold and may be withdrawn by members who have held them for a minimum period of years or such other period as the Management Committee decides. Farmeco business cannot be sold for the of its member shareholders and if it ceases to trade and has surplus assets at that time, members will have their investment returned to them and any surplus beyond that shall be applied to further the objectives for which Farmeco was established. Shares are not transferable except in cases of death or bankruptcy. Share capital may be withdrawn by selling the shares back to Farmeco after a minimum of years from the then purchase date. After ve years decisions about o ering interest and withdrawals will be made by the Committee at the time. Should they be possible, withdrawals will be allowed on a rst come rst served basis. Members will be required to give three months’ notice of their request to withdraw capital. We will not release more than 10% of the total share capital per annum. You may withdraw some or all your shares after the minimum period provided: •
Notice of three months is given;
•
Trading surplus or fresh share capital allows this
•
The Board does not refuse the request as it is legally allowed to do so. This will be based on protecting the long-term interest of the society and the community values.
Risks and caution This is a new society, formed from the conversion of Farmeco Community Care Limited which has been operating solvently since 2010. Since then, Farmeco has received agricultural and woodland grants and other incomes. We have solid growth plans and support from established woodland organisations. As with any investment the ultimate risk is if the farm fails. In this case you would lose all your invested money. In that unlikely event you would have no right to compensation from the Financial Services Compensation Scheme. Your personal liability in all circumstances is limited to the value of your shares. We have the key risks in our Business Plan, section 1.8.2 and 1.8.4 and what we will do to reduce these risks. This is an investment in the 20 acres Farmeco Community Farm area.
We need to reach a share o er fundraising target of £5,000 in order to deliver our business plan without signi cant revisions. If we do not reach this target we will review our business plan based on the funds raised. If we’re able to produce a viable business plan on this basis we will contact investors to establish if they wish to invest in the new business plan.
What if Farmeco becomes insolvent? As an asset-locked Community Bene t Society, in the event of insolvency, our assets would be sold and after the proceeds had paid o any creditors. Investors would get back their money in proportion to their investment. After that, any surplus assets will be distributed to other assetlocked community bodies in the area. As we do not own the land we won’t have any assets to sell beyond the stock and equipment, so the reality is that investors would likely lose most of their investment as there would not be su cient assets to cover the total investment made. You won’t be liable for any more money in any event, but neither will you have any right to compensation from the Financial Services Compensation Scheme, or recourse to an ombudsman because Community Bene t Societies are exempt from the regulations governing public share o ers.
What happens if the land owner decides to sell the land? This is extremely unlikely. David Rose has been a supporter of the project since it began and we have an excellent relationship with him. In fact, as a part of the transition we’re currently undergoing we’re working with David to put the land into a trust which will safeguard it for community use inde nitely.
Who can buy shares? This o er is open to anyone over the age of 16. Members must be fully paid shareholders. Each member must also pay the annual membership of £30 every year to continue accessing all the members Companies and other corporate bodies can become legal members of the society, though they will have to nominate a nominee when they make their application. Clubs and other unincorporated groups (such as a group of friends or a family) can also buy shares, but whoever buys them will be the legal owner, and they need to make their own arrangements for how things like votes will be cast on their behalf, and how withdrawal payments will be repaid to everyone who contributed in the rest instance.
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Why the minimum & maximum investment? The minimum investment of £100 is because this is an investment proposal in a community business, not a donation to a good cause. There’s also a cost of processing each investment now and every year that person remains an investor, so we can’t set the bar too low or else it’ll end up costing us more than we receive. The maximum investment is £5,000.
Do I need to buy blocks of £100? Yes. The shares nominal price is £1 per share. Investors can buy a minimum of 100 shares at £100 and you can buy any amount between 100 and 5,000 (£5,000) in multiples of £100. We would like to have as many members investing as possible and thus encourage people with interest in making a difference by working with Farmeco to become members.
What if £100 is too much for me/us?
Individuals can club together as friends or as a family and buy shares collectively, but in legal terms, the share is owned by the person who completes the application form and it is to them that any withdrawal would be paid. It is the responsibility of the group to come to their own arrangements about exercising the rights
Can I join the management committee? Yes, it’s likely we will be looking for prospective new members for our management committee within the next twelve months. In order to join the management committee, you will need to be a shareholder and be voted on at our rst full AGM (likely to take place in November 2018).
Can I buy shares as a gift for someone? Yes, but get in touch with us, rather than using the application form. When shares are bought, there’s a legal contract made between the investor and Farmeco, so we need to make special arrangements to ensure that the person who is having shares bought for them is still able to personally agree to that contract.
Who’s behind the project? The current members are outlined in the business plan, Note 1.6.2 and online. Our governing document lays out the rules for our organisation, our business plan explains our aims and how we will achieve them. These documents are available on our website, www.farmeco.co.uk.
How you can help?
Buy shares for yourself and your family
Visit & share our website www.farmeco.co.uk and learn more about our work
Share this information on social media
Tell your neighbours, friends and colleagues
Invite us to come and talk to a group or organisation about our work
Farmeco is proudly supported by
Application to become an investor in Farmeco Name Surname Address Postcode Email Mobile
How many shares do you want to purchase Min £100, Max £5,000 in multiples of £100
£____
If the share o er is oversubscribed and/or unable to o er you any or all the shares you have applied for, we will refund the di erence by cheque to the address above unless we are noti ed otherwise
I include my /our 2018/2019 membership fee of £30 Payments
(Your initials, date and month of birth:
☐ Online Transfer Ref: Payments to Farmeco Community Care CBS, Account No.65449017 Sort Code:08-92-99
e.g. Sam Hall born on 20/11 is SH2011)
☐ By cheque No. Payable to ‘Farmeco Community Care’ Please tick the boxes below to indicate that you agree with the statements:
☐ I that I am 16 years or older ☐ I have read the share o er document and understand and accept the terms of the share o er and the Rules of Farmeco. ☐ I consent to using the email address above as the primary means of communication and would like to receive updates on Farmeco activities
Signed
Date
This o er closes on 31st March 2019 or when £10,000 is subscribed,whichever is soonest. The management committee reserve the right to extend this o er. Return the completed application form to: Farmeco, Shackerdale Farm, Car Colston, Bingham, Nottingham, NG13 8JB. Farmeco will store securely the information you have provided and will not share that information with anyone else without your permission.