Roco. Creative Co-op SHARE PROSPECTUS Roco Creative Ltd

Transcription

1 Roco Creative Co-op SHARE PROSPECTUS 2016 Roco Creative Ltd Sheffield s Creative Hub built to support the growth and development of the creative industries within the city.

2 Roco Creative Co-op Roco is Sheffield s dedicated Creative Hub, set up to support the growth and development of Sheffield s Creative Industries. We are a Community Benefit company owned by our members. Opening in November 2015 Roco Creative Co-op has transformed 3 of a row of 7 listed Georgain terrace houses into a hub for Sheffield s designers, artists and makers. With an independent design store, deli, bookshop, galleries, studios and cafe bar we have set about building a vibrant space where work and play easily mix. On the 1st May 2016 we launched our next round of community shares to the public - exactly 2 years to the day since we launched our first share campaign to raise 200,000 to support the development of our fantastic space in the heart of the city. In total we successfully secured 1.2m of investment from social lenders Key Fund, Co-op Community Finance and Big Issue Invest who alongside our share holders understood our vision to develop a row of Georgian terrace into 15 studios, co-working space, a cafe-bar, deli, retail spaces, and galleries. The ambition is to now develop the remaining 4 houses to open 25 more studio spaces and the Maker Shed which will provide small creative businesses with access to desktop shared manufacturing and design tools. Anyone can buy shares in Roco starting from as little as 200. We offer 5% interest on the investment which can be withdrawn after 4 years. Not only is this a fantastic rate of return but investors who become members and co-owners can be confident that they are investing in an ethical and community focused company where all profits are re-invested into the business. By supporting Roco you will be investing in an organisation set up to support small independent and local businesses with a focus on championing creativity and innovation that strives to make a positive social impact. Roco was founded by Andrea Burns and Chris Hill in We currently have over 55 share owning members; we now want to break the 100 mark and bring phase 2 to life!

3 OCTOBER 2012 REGISTER FCA It s official! Andrea and Chris register Roco as a Community Benefit Company with the Financial Conduct Authority. Now work begins on scoping the need and building the vision OCT 2012 AUG 2013 FEB 2013 DEVELOPMENT Teaming up with Nick Brown Architects, Key Fund agree to micro investment of 15K for proof of concept. Work continues to develop the business plan and we begin to approach investors. MAY 2014 SHARE ISSUE NO1 We make 200K of community shares available to the public. MAY 2015 WORK BEGINS Builders arrive on site to begin work on our listed terrace row. The foundations are poured for our new cafe bar and the courtyards start to take shape. MAY 2014 FEB 2015 MAY FEB 2015 INVESTMENT SECURED! After 3 years of development and countless approaches to traditional banks and lenders we finally successfully secured 1.2m of investment from social lenders Key Fund, Co-op Community Finance, Big Issue Invest and of course our new members. NOV 2015 ROCO CREATIVE CO-OP PHASE 1 OPENS! MAY 2016 SHARE ISSUE NO2 We launch a second share issue to help us develop phase 2 of the project. This will see us expand our studio and workspace by a further 10,000 sq ft, creating a home for new businesses. It will also support development of our gallery programme and maker space. MAY NOV 2016 ROCO CREATIVE CO-OP PHASE 2 OPENS!

4 Our Mission Roco s mission is to support the development and growth of Sheffield s creative industies, from providing physical space to house businesses, to hosting and developing programs that investigate, challenge and support the worlds of design, technology, craft and arts. 4 years in the making we are now halfway to realising that dream. We need to raise 300K to develop the 4 remaining houses in our beautiful terrace row: this will mean that we can provide a home for another 40 designer and maker businesses who will join our growing community. This is a really exciting time for us. As a community benefit company we have been able to raise significant investment through community shares, where people have looked at our model and seen a more ethical and locally focused way to invest their money. Cheif Exec Andrea Burns MEET THE TEAM ANDREA BURNS TOM HOGG MICHELLE JONES CEO & Co-Founder M.Ent Master of Enterpise in Art and Design, B.A Hons Interactive Arts. Andrea failed all her GCSE s and is a proud Dyslexic. Operations Director B.Eng Hons Electronics, Music & Media Tom s careers teacher said he should have been a dancer. Sometimes, secretly, he is. Finanial Controller Member M.A.A.T Michelle failed her O level Maths. She has now been smashing it out of finance for 25 years.

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6 Creative and Digital Industries in the City Region are growing at a faster rate than anywhere else in the UK. Employment in the sector has increased by over 50% in the last decade. The sector contributes over 1bn to Sheffields GDP and employs 7.1% of the population. 25,000 Employees Firms 7.1% Workforce Welcome to Sheffield 2016 Sheff.gov 2016

7 The Roco model is based on the concept of collaborative clustering, where creatives, artists, designers and makers generate and consume cultural value in the same place. This clustering and mixing of people from a wide variety of creative disciplines and interests makes for a vibrant and dynamic exchange of ideas and culture. HOME FOR CREATIVE BUSINESS We provide a home for designers, artists and makers to base their business. Either in a Studio or in our co-working space you are around like minded people to collaborate and innovate. TOOLS TO MAKE & MANUFACTURE Our Maker Shed is home to our micro manufacturing tools space. We ve got laser cutters, CNC, small tools and bench space. A place for you to prototype and create your next products and designs. ROUTES TO THE MARKET PLACE We provide our tenants with retail opportunities. Stocking a curated collection of contemporary homewares, gifts, jewellery and art and design. Many of our lines are fair-trade and BAFTS approved.

8 MAY 2016 PHASE 2 TIMELINE AND BUDGET We are aiming to raise 300K in additional capital through a combination of community shares and social lending. We aim to open phase 2 in November PHASE 1 COMPLETED NOV M Opened 15 studios 20 co-working spaces 2 galleries Bookshop, deli, design store Cafe bar and roof terrace PHASE 2 300,000 Launch share issue Project development and commissioning of architects and design team Planning approval and listed building consent Appoint construction team OPEN PHASE 2 NOV new studio spaces for creators, designers, artists and makers Open maker space Additional meeting rooms Create 10 new jobs

9 VALUE CREATED BY YOUR INVESTMENT Making a real difference! Through buying shares and becoming a member of Roco you are helping co-create the next wave of make, work and play spaces. You will receive a number of benefits including 5% interest, voting powers and special membership offers and discounts. Moreover, you will be investing in a socially aware and community engaged company that is geared to support the growth and development of the creative industries in Sheffield. How? By supporting social entrepreneurs developing innovative combinations of ecologically sound, problem solving, high impact products and services for a market of environmentally, socially and community aware consumers. People who want to make positive choices and who aren t afraid of changing the status quo. You will become a co-developer helping us bring to life 4 Georgian Grade II listed buildings, generating a community led outcome for the site. We are fighting the homogenisation of the high street and making a home for the short run, small batch, and self published in our curated retail space, gallery store, bookshop and our artisan deli. Help us to achieve our commitments to our co-op and to Sheffield. Ethical employer Champion creative practices that work to generate a positive social impact Incubate and support the growth of creative and social enterprises Produce community focused outcomes for unused listed buildings Green roof, gardens and eco spaces designed into the spec UNDERSTANDING COMMUNITY SHARES Roco is an Industrial and Provident Society for Community Benefit. Community benefit societies are owned by their members and their shareholders on a one member, one vote basis. We are run and managed by our members and must submit annual accounts to the Financial Conduct Authority (FCA). Community benefit societies differ from other legal forms in a number of ways. They are particularly focused on the wider community interest. The objects (or goals) set out in their governing documents must be for the benefit of the community; any growth in assets should benefit the community rather than the shareholders.

10 Our objects are to provide cultural, educational and entrepreneurial opportunity to the people of Sheffield transferable shares you must first find a buyer to whom you can transfer (i.e. sell) your shares, at an agreed price. Shareholders in community benefit societies are paid interest on their investment. The rate is legally capped at a level sufficient to retain that investment in our case currently 5%. Transferable v withdrawable Withdrawable shares are very different from transferable shares, which are the type of shares normally issued by companies. To cash-in your A withdrawable share can be withdrawn from investment, subject to the terms and conditions of the society concerned. This provides a straightforward way of getting your money back when you want to cash-in your shares. Roco shares are WITHDRAWABLE SHARES and are subject to our T&Cs Risk versus reward. Membership of the society and the purchase of shares should be seen as a social investment to support the aims of the society and not as an investment solely for personal gain or profit. Membership is not suitable for anyone who needs immediate access to his or her capital. Although the Board of Directors will implement prudent management policies, there is always the risk that you could lose some or all of your share capital and you have no right to compensation from the Financial Services Compensation Scheme. Your investment will be used towards the cost of implementing phase 2. If for some reason the building work does not go ahead your money will be returned to you in full by no later than December In circumstances of future financial failure, the directors may be compelled to write down the value of your shares. Should you then wish to withdraw your shares, you should expect to receive only their written down value. Withdrawing your investment Shares are not tradeable (you cannot sell them to someone else) but you can withdraw your money from the 4th year of trading on agreement of the Board (we will keep back 5% of share capital to cover such payments). Your shares will never be worth more than their initial value. The intention is to declare interest at 5% from year 1 of trading. The interest will not be paid to individuals until the amount reaches 20 to avoid excessive paperwork. If investors are willing to waive their right to interest they can tick the box on the application form. Application forms can be downloaded from

11 YOUR APPLICATION You cannot withdraw your application for shares after we receive the application form. The directors do not have to accept your application for shares. They may decide not to issue shares to you or may allocate you less shares than you applied for. They do not have to give any reason for their decision. Your application will be considered for approval at the first convenient Board of Directors meeting, and therefore you should not expect an immediate response. YOUR PAYMENT The directors will acknowledge receipt of your cheque and application. They will not cash your cheque until they have approved your application. If the Board decides not to issue you shares, your cheque will be returned within 28 days of the Board meeting. If they decide to issue fewer shares to you than you applied for, they will return the balance to you (within twenty eight days of that Board of Directors meeting). The money will belong to Roco Creative Limited as soon as the directors issue shares to you (to the extent that they take it as payment for shares). The company will not pay you interest on any money it returns to you. THE DETAIL TERMS AND CONDITIONS By completing the application for membership you consent to the society and our contractors and agents holding personal data about you in accordance with the Data Protection Act We do not sell or exchange mailing lists. IMPORTANT NOTICE ON MONEY LAUNDERING It is a term of this offer that, to ensure compliance with the Money Laundering Regulations 2007, and the Proceeds of Crime Act 2002 and such similar legislation, you must have the authority to sign the application form. If you are signing for another person, you will provide the directors with evidence of your authority to sign if they ask to see it. You will also supply us with proof of identity and address if asked. GOVERNING LAW AND INVESTOR PROTECTION Roco Creative Limited is not an authorised institution and does not accept deposits. This means there is no share deposit protection scheme for investors. Roco Creative Limited is an exempt person from the regulated activity of deposit taking by its issue of shares pursuant to Paragraph 24 of the Schedule to the Financial Services and Markets Act 2000 ( FSMA ) Exemption (Order 2001). The shares are not a specified investment for the purposes of Section 22 of FSMA (What is a Regulated Activity) pursuant to Paragraph 76 of FSMA (Regulated Activities) Order The issue of withdrawable shares, which are not transferable, exempts this document from the requirements of an approved prospectus required by Section 85(1) of FSMA. An investment in the withdrawable and non transferable shares of an Industrial and Provident Society is not treated as a controlled investment for the purposes of Section 21 of FSMA (The Financial Promotion Prohibition) pursuant to Paragraph 14(3) of Schedule 1 of the FSMA (Financial Promotion) Order Roco Creative Limited has taken all reasonable care to ensure that every statement of fact or opinion included in this information document is true and not misleading.

12 JOIN US! ROCO Creative Co-op SHARE PURCHASE ROCO CREATIVE LTD Company number: IP GLOSSOP ROAD, SHEFFIELD, S10 2HW