Children from Hillcroft School in the Looking Glass Exhibition Gallery. The bright and spacious gallery (once the gymnasium changing rooms!) housed a number of exhibitions by local art groups and schools.
The ARC has been the most important challenge for Caterham Barracks Community Trust since it was first conceived by a working group in 2000. It is Caterham's most exciting community project and the Trust has already poured in £1.39 million. The building is almost ready (again) but it needs work and money to set it up properly. Come and see for yourself.
So, today, you are invited to buy shares in a not-for-profit company called 'The ARC (Caterham) Ltd.' The shares are not those of a city business, they give you a say in this building, a say in how this community develops in this beautiful building.
The business has to make money, to pay the mortgage and other necessary borrowings, (and the staff) but it will be reinvested in the first instance in the ARC. The company is a cooperative, using profit for community benefit - to become a member you have to buy shares (minimum £50) and every member has a vote - one member one vote regardless of the size of your shareholding (and you can invest as much as £20,000!). Your share cannot be transferred and it can only be sold back to the company but you can withdraw your money if you need it on 3 months notice!
It is unlikely that it will produce much of a dividend in the first 5 years but in the longer term, your share may increase in value, returned to you when you sell it. We hope that you will leave it there since it will continue to provide benefits for years. This is a good time to invest in the community - we can hardly do worse than the banks and you have a say in how your money is invested! The key to this project is a good business plan. Ours is on the website but if you call us we will send you a copy. The next pages explain how your money will be spent and spell out the risks and the small print.
WHAT HAPPENS TO YOUR MONEY
Individuals and organisations can each buy up to ¡ê20,000 of shares. The minimum investment is £50, which will buy 50 shares. Every investor has to become a member of 'The ARC (Caterham) Ltd' (The ARC) and it will be run on a one-member, one-vote basis.
On receipt of your cheque and request for shares, your money will be placed in a deposit account and a share statement sent to you. The money will be used, under the direction of the founder members, who will form its first Board, to pay for the initial fitout and the refurbishment which needs to be done and for the staffing needed to get the ARC off the ground. After that it will be used to purchase equipment, upgrade the facility and support activities.
CAN I GET MY MONEY BACK?
You will hold shares in The ARC Caterham Ltd; this is not a donation*. Almost all the money we receive from the share issue will be invested directly in the ARC and will not be spent on anything else without your permission. The Board of Directors will have the option of buying back shares or paying a dividend on them, but you cannot sell your shares to anyone other than TACL. It is likely that in the early years of TACL, it will be difficult for the Board of Directors to buy back the shares, though every effort will be made to do so in special cases.
* Please note that we do also accept donations of any amount, and standing orders of regular small donations are also extremely helpful. Donations can be sent to Caterham Barracks Community Trust which is a registered charity committed to improving the lives of Caterham people and you can require your donation to be spent on the ARC. If you are a taxpayer we can claim Gift Aid. The details for these and other ways of supporting the project are on the ARC website.
NEXT STEPS
1. Please study the Business Plan available on the ARC & CBCT website. If you do not have access to the internet and would like to see a copy, please ring the contact number on the application form.
2. Fill in the form on page 4 and return with a cheque for the number of shares you want.
THE SMALL PRINT
The Society
The ARC (Caterham) Limited is an Industrial and Provident Society registered under the number 30823 R as a society for the benefit of the community. The registered office is The Officers' Mess, Coldstream Road, Caterham CR3 5QX. A copy of the society's rules is available on request.
Membership
The Society is owned by and accountable to its members. All members have an equal say based on the principle of one member one vote. Membership is open to all persons and organisations that agree with the aims and objectives of the Society. Individuals must be at least 16 years of age to be a member. Members participate in decision making at general meetings. Members elect the board of directors to manage the business and oversee the work of staff and/or contractors. Members will be kept informed of the work of the Society at the annual general meeting and via the annual report and accounts, the newsletter and website.
Shareholding
All shares have a nominal value of £1. The minimum shareholding is £50. You can buy additional shares up to the legal maximum, currently ¡ê20,000. The shares are not transferable. The notice period for withdrawals is three months. The Board of Directors have the right to reduce the amount payable on each share when withdrawn if the auditors of the Society certify that there are more liabilities than assets. The Directors also have the right to suspend withdrawal for such periods as they think fit and are likely to suspend withdrawals for at least the first three years.
Interest
Interest payable on share capital is determined by the Board of Directors and communicated to members. There is currently no interest payable on share capital.
Governing law and Investor protection
The ARC (Caterham) Limited (TACL) is not an authorised institution under the Banking Act 1987 and does not accept deposits. This means there is no share deposit protection scheme for investors. TACL 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 2001. 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 nontransferable 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 i of the FSMA (Financial Promotion) Order 2005. TACL has taken all reasonable care to ensure that every statement of fact or opinion included in this information document is true and not misleading
Risk
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 an investment for personal gain or profit. Membership is not suitable for anyone who needs income from investments or immediate access to their 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.
Data Protection
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 1998. 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 2003, and the Proceeds of Crime Act 2002 and such similar legislation, TACL will require verification of identity from any applicant. We will contact you about this following receipt of your application.
If shares are bought on behalf of any third party (i.e. not the named member) verification of this person may also be required. If satisfactory evidence of identity is not provided this may result in delays and may even result in your application being rejected, in which event the money payable on application will be returned without interest to the account at the drawee bank to which such money was originally debited. You should ideally make payment for your shares from your own account. If this is not practicable and you use a building Society cheque, third party cheque or banker's draft you must ask the building Society or bank to write on the cheque the name and account number of the person from whose account payment is being made.
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