Share Invitation Brighton Energy Coop 2 - community solar for the South
Overview Chairman’s Introduction
By purchasing shares you will:
Community-owned renewable energy is now a proven model. More than 150 energy coops have been registered in the last few years, with about a third launching share issues. So not only are these community projects genera3ng renewables on the ground, but there are plenty more in the pipeline too.
•Gain an equal vote with every other member in how the Society is managed and how your local energy resources are used • Ensure that you par3cipate in the ownership of local renewable energy resources and beneﬁt from the Government incen3ves • Be eligible for any interest paid to members. As set out below, we are aiming to pay members an annual return on their shares • Contribute to developing a local energy supply, which aims to oﬀer protec3on against ﬂuctua3ons in energy supply and costs •Help support further renewable energy and community energy eﬃciency programmes via our surplus income thus crea3ng a ‘double carbon dividend’. • Contribute to the provision of renewable energy supplies for our area that, in turn, aims to retain beneﬁts locally and strengthen the local economy • Support a scaleable model that can be replicated in other communi3es • Help ﬁght climate change and fossil fuel deple3on • Contribute to saving more than 450 tonnes of CO2 over the course of our PV system's life3me
The value of locally-owned energy schemes is also something that's increasingly recognised in government. That's the reason DECC minister Greg Barker came to visit our solar roof at St George's Church this year, and the reason that more and more policy work is being done to support co-opera3ve energy. With more and more projects being realised, and increasing government support, this exci3ng movement can only get bigger. Brighton Energy Co-op is part this dynamic upsurge of grass roots ac3on. As such it's with great pleasure that we present here our second scheme, a huge new PV project for the South Coast. Renewable energy ma4ers, and with our society set to treble in size, I hope you ﬁnd what is set out here of interest - and that you join our growing movement. Will Co$rell Chairman, Brighton Energy Co-op
To join visit www.brightonenergy.org.uk/join.
(L-R) DECC minister Greg Barker, Kemptown MP Simon Kirby and BEC Chairman Will Corell on a visit to a BEC solar roof at St George's Church in Kemptown, September 2013
Summary The project Brighton Energy Co-op 2 (BEC2) aims to capitalise on the success of our ﬁrst solar project which raised £230,000 in July of 2012 and installed 132 kWp of Solar Photovoltaic (PV) in and around Brighton. With BEC2 we want to generate more low-carbon renewable electricity, enable more people to invest in clean energy and enjoy the ﬁnancial beneﬁts of the project. As well as enabling the community to work together in reducing its carbon emissions, investment in BEC2 allows you to take control of our energy produc3on. This document details the opportunity to buy shares in Brighton Energy Co-op, the trading name of Brighton Energy Limited (BEL). We are a Community Beneﬁt Society with the express purpose of developing more community-owned renewables for our area. BEC2 aims to install a minimum of 200 kWp of solar PV on several buildings around the area. This will require a maximum capital investment of £616,000.
This share invita3on, therefore, invites you to purchase a new class of ordinary share in Brighton Energy Ltd and thus help us raise the money to ﬁnance the development, marke3ng and capital costs of our new project. You may purchase up to 20,000 shares, the minimum being 300. Each share is worth £1. Risks All investments and commercial ac3vi3es carry risk. By buying shares members should weigh up ﬁnancial risk and reward as they would with any other investment opportunity. Those considering an investment should do so only a$er reading this document in full (including the sec3on on risks below), should regard this Invite as a long-term investment and should consult a ﬁnancial advisor before inves3ng.
Our new Project Our new project is to install up to 565kWp of solar PV in Brighton and surrounding areas. This is broken down into three phases, as outlined below. See www.brightonenergy.org.uk/documents for our Proﬁt and Loss projec3ons.
Phase 1: £232,800, 214kWp of solar
Phase 2: £232,000, 200kWp of solar
Phase 1 is to install a large solar array of 214kWp on Shed 10 at Shoreham Port, cos3ng ￡232,800. This will be the biggest solar system in the city, composed of nearly 1000 panels. Electricity will be fed into the shed and a nearby oﬃce block as well as the na3onal grid.
Phase 2 involves a similar building at Shoreham Port: Shed 3a. This is a 200kWp building, so we will look to raise a further￡232,000 before comple3ng installa3on.
To this end we have secured a le4er of intent from the Port, giving us the right to install 214kWp of roo$op solar PV. Based on ﬁgures from DECC, we expect this will save around 450 tonnes of CO2 a year, typically the amount consumed by 300 domes3c homes. December Update: we have now completed fund-raising for this building and installa3on has begun. For project updates see www.brightonenergy.org.uk/home/our-projects/
December Update: we are now fund-raising for installa3on at this building.
Phase 3 Phase 3 involves several other sites with whom we are currently in discussion. Working with these sites we es3mate up to a further 165kWp will become available for our development in the next six months. This would require addi3onal capital in excess of £150,000.
If the fundraising target for each phase is not acheived then we will then refund shareholder capital for that phase. The February 2013, may extendedatatthe thediscreion discre3on of of the board. board. Theoﬀer oﬀerperiod periodisisopen openun3l unil1st1st April 2014 butbut may bebeextended
Financial projections We expect that all shareholdings will receive a projected return of 5% interest plus a tax break of 30% of the amount invested (see Enterprise Investment Scheme below). The ﬁrst interest payment will be made on the 1st August 2015. Please note that our ﬁgures are provisional. There remain several key risks around our assump3ons, so it's important to read the risk factors below. We have an oﬀer to install the systems outlined above cos3ng £1050 per kWp of solar PV installed. In addi3on to this cost we have also added provision for the development of the further projects outlined in our Maximum fund-raising scenario above. You can see our Proﬁt and Loss projec3ons here – www.brightonenergy.org.uk/documents Income We expect to generate and sell electricity that will be produced by solar PV renewable technology, so qualifying for the Feed-in Tariﬀ (FiT). This means there will be two income streams: one based on FiT (index-linked to the Retail Price Index) and one based on income through electricity sales to our host sites (also linked to RPI). Outgoings The greatest costs will be interest payments and capital repayment. The projec3ons underlying this share oﬀer are based on the assump3on that capital is returned to members as the assets are gradually wri4en oﬀ. Other costs include maintenance, insurance, inverter replacement fund and BEL running expenses. Assumptions In our projec3ons we have made the following assump3ons: • Performance degrada3on 0.8% pa. This is a normal degrada3on rate. Panel manufacturers have diﬀerent ways of expressing guaranteed performance levels, but these are normally based on degrada3on in the panels at about this rate • Retail Price Index (RPI) 2.5%. This is based on recent experience, but may during the life of the project be much higher if medium–to long-term historic trends are followed
• Interest payments to Members start at 5%. This is based on a projec3on of proﬁt and reserves in hand when the Board ﬁrst considers the ma4er • Insurance ﬁgures are based on the quotes from our exis3ng insurer • Administra3on costs and running costs are es3mates, again based on BEL's experience but with an increase to approximately 200 members • Projec3ons are based on the project securing Feed in Tariﬀs appropriate to the diﬀerent sizes of systems. • Projec3ons are also based on the produc3on of our exis3ng systems - 950 kWh per kWp.
Enterprise Investment Scheme
Investors in BEL may qualify for the Enterprise Investment Scheme (EIS) which provides tax payers with tax incen3ves when they invest in EIS Qualifying Companies: Income Tax Relief An individual can invest up to £500,000 per tax year in EIS Qualifying Companies and beneﬁt from 30% income tax relief. The individual can only claim this relief if he holds less than 30% of the shares, is not an employee and holds the shares for at least 3 years. The minimum investment to qualify for EIS is £500. Inheritance Tax Relief Shares would generally be expected to a4ract Business Property Relief at rates of up to 100% for IHT purposes, provided the shares have been held for at least 2 years. Loss Relief This latest share oﬀer has been given provisional acceptance of EIS Qualifying Company status (we can only obtain full acceptance a$er we have installed our solar panels). We received EIS acceptance for our two previous share issues in 2011 and 2012. Full details of the EIS scheme can be found at: h4p://www.hmrc.gov.uk/eis/
Project background Coops and renewable energy Co-opera3ves and Community Beneﬁt Socie3es are democra3c structures with the legal ability to raise money directly from the public. With a one-member one-vote system and a board elected from the membership, they oﬀer a fair and transparent way to operate a community-owned renewable energy business. They also have the power to give priority to investment from the local area, ensuring that, as much as possible, local people enjoy the ﬁnancial beneﬁts of renewable energy. Co-opera3ve ownership of renewable energy is not new. In 1997, Baywind in Cumbria became the ﬁrst community-owned renewable installa3on in the UK. It has been paying out annual interest to its members ever since. As a result, Baywind was inundated with ques3ons from other community groups wan3ng to do the same thing and this led to the crea3on of Energy4All in 2002. Since then Energy4All has helped to set up seven wind energy co-opera3ves in the UK with over 6,000 members. This has led to communi3es across the UK star3ng to set up wind, hydropower and solar co-opera3ves along similar lines to the original wind co-ops. The highest proﬁle solar-based co-opera3ve, Westmill Solar Co-opera3ve (www.westmillsolar.coop), raised £16.5 million through a share issue and bond ﬁnance in summer 2012. In Germany and Denmark renewable energy coopera3ves have been instrumental in driving both renewable energy and government policy; in both countries individuals and civil society groups own more than 30% of the renewable energy infrastructure. Our History Brighton Energy Limited formed in June 2010 when three locals met in a central Brighton cafe to discuss ways in which renewable energy might beneﬁt the Brighton and Hove community. In January 2011 BEL launched a start-up fund and raised £18K from eight Brightonians commi4ed to BEL's development. A month later BEL created its Advisory Commi4ee and invited Jeremy Legge4 to join. Talks began with various sites about hosting panels. Over the course of its gesta3on BEL has talked to more than ﬁ$y such building owners. Nego3a3ons con3nued with poten3al site partners, leading to an exclusivity agreement being signed by Shoreham Port Authority in mid 2011. Our ﬁrst share oﬀer launched in June 2012, ul3mately raising more than £230,000. We are now the proud owners of 132kwp of solar PV which has been genera3ng for over a year.
Community Benefits An ambi3on within this share oﬀer is to provide a community fund to support relevant schemes in our area. This will be con3ngent on acheiving the target interest payments for members, however, and at the directors' discre3on. Since its incep3on Brighton Energy Limited has worked on various projects that help promote energy eﬃciency and renewable energy in our city. In January 2012 BEL oversaw and delivered a survey of the energy eﬃciency of more than 50 homes; we are also ac3vely suppor3ng local schools to implement and fund raise for renewable power on their roofs. Recently we received a ￡5,000 grant to inves3gate the feasibility of anaerobic diges3on in Brighton and Hove, and we con3nually push for community involvement in other renewable schemes, such as the Rampion oﬀshore wind farm. As a high-proﬁle community energy group, we have also been ac3ve in consulta3ons on community energy policy; 6 DECC oﬃcials visited BEC in June 2013, to discuss how best to promote community energy throughout the country, and DECC Minister Greg Barker visited our St George’s Church array in September 2013. We are also a founding member of Community Energy South, a group formed topromote a community-based response to energy issues and climate change. To join visit www.brightonenergy.org.uk/join.
A copy of our latest accounts is available here: www.brightonenergy.org.uk/documents
About Brighton Energy Coop Brighton Energy Co-op is the trading name of Brighton Energy Limited (BEL), a Community Beneﬁt Society (CBS) formed in 2010. BEL has three PV systems in opera3on. See www.brightonenergy.org.uk/documents for our latest accounts and current ﬁnancial posi3on. Brighton Energy Limited Structure As a CBS, Brighton Energy Co-op is democra3cally owned. Each member has one vote, regardless of the number of shares they hold. Unlike a limited company, which is designed to beneﬁt shareholders, a CBS is designed to beneﬁt the community whether they are members or not. For our new share oﬀering we are oﬀering a new class of share. We also aim to increase returns to our BEC1 shareholders, so that all shareholders receive the same returns and payback schedule. BEL is bound by its Rules, and the powers of members and Directors are set out within those Rules. The Directors run BEL in line with the Objects set out in the rules on behalf of the members. The members have the right to elect and remove Directors. A copy of our rules is available for download via our website. Board practices Directors serve in accordance with the rules of Brighton Energy Ltd. There are no service contracts for them or the Secretary. BEL will manage the day-to-day opera3ons under the supervision of the Board. The Board will bear ul3mate responsibility towards the members. As an Industrial and Provident Society, Brighton Energy Ltd complies with statutory requirements and the regula3on of the Financial Conduct Authority. As its shares will not be listed on any exchange, the BEL is not obliged to comply with the Combined Code on Corporate Governance
Right: our existing systems from space. Top to bottom: St George’s Church, Hove Enterprise Centre, City Coast Church
Meet the team Will Cottrell, Chairman Will began his business career in Barcelona, publishing a monthly, 20,000-copy English magazine. Later he established Yoga Travel, a holiday company opera3ng in Egypt, Thailand and Morocco. In 2009 he bought a website traﬃc provider, Yogaholidays.net; that same year he established Brighton Energy Co-op a$er par3cipa3ng in the Copenhagen COP15 Climate Conference. In 2012 he steered Brighton Energy Limited through a successful fund-raising to raise more than £200,000 for PV in the Brighton area. Damian Tow, Director Having originally read Business Studies at Hull University, Damian completed a Masters in Leadership for Sustainable Development at Forum for the Future in 2009. Prior to that he had 14 years experience as a project and programme manager at Cable & Wireless and BT and was a Director of a small so$ware company. He has Prince 2, MSP and APMP project management qualiﬁca3ons and has been working with BEL since August 2010. In 2012 Damian oversaw the project development and installa3on of 132Kw of PV at our Brighton sites. Ross Gilbert, Director Ross, who has a Masters in Sustainability of the Built Environment from the University of Brighton, is a Director of QED Capital Assets, a Sussex-based property development and investment company. Ross, who joined the BEL team in May 2012 has completed a number of renewable energy projects in the UK and Germany and brings knowledge of property and renewable energy development to the BEC team. John Smith, Director John is the Director of Cityzen which specialises in Architectural Technology, Low Carbon Consultancy and Sustainability. As a CIBSE-accredited Consultant he advises on the design of renewables and carbon modelling. Danni Craker, Advisory Committee Danni is a chartered accountant who spent nearly 8 years working with PricewaterhouseCoopers in their London and Tokyo oﬃces. In late 2009 Danni set up Craker Business Solu3ons, a Hove-based environmentally- conscious accountancy prac3ce. She started working with Brighton Energy Limited in August 2010.
Disclosure None of the Directors of Brighton Energy Ltd have, for at least the past ﬁve years, received any convic3ons (for any fraudulent oﬀence or otherwise), or been involved in any bankruptcies or receiverships, or received any public recrimina3on or sanc3on by a statutory or regulatory authority or designated professional body, or been disqualiﬁed from any func3on by any court. Conflicts of interest The directors are not aware of any other poten3al conﬂicts of interest. The rules of BEL include provisions rela3ng to poten3al conﬂicts of interest; related party ac3vi3es are disclosed and dealt with according to the rules. Remuneration BEL pays remunera3on to its Directors to develop new projects. We cost these payments at a market rate and what has been spent by comparable organisa3ons, either via paid directors or our independent consultancies. DECC also recently recognised that £20K is required to start energy co-ops with the Rural Community Energy fund, which awards a grant of £20k to start rural energy co-ops. The directors are elected each year at our AGM. See our Management Accounts summary at www.brightonenergy.org.uk/documents for details of directors' pay. When the project is genera3ng electricity each Director will be en3tled to claim expenses. BEC2 also provisions a fund of £6,292 each year to pay for the running of the coop. Directors’ share applica3ons will be met in full, but there are no pension schemes or share op3on schemes.
Risks Not securing sites The comple3on of Phase 3 (above) depends upon obtaining contracts with several further sites. Without contracts we are obviously unable to proceed further. It is therefore a risk that the money we spend on developing these projects may be spent without a result. Mitigation: We an3cipate being able to oﬀer investors a 5% return, including a fund for developing these future sites. Any future installa3on will not proceed unless they are able to deliver this 5%. Raising insufficient funds It is possible that, once our share launch is under way, not all the required capital can be raised. Mitigation: The Board is conﬁdent that all subscrip3on targets set are realis3c and achievable, however, and considers it unlikely that there will be any signiﬁcant deﬁcit 12 months a$er commissioning. IIf the fundraising target for each phase is not acheived then we will then refund all shareholder capital for that phase. Feed in Tariff Reductions Previously changes in government policy have provided an insecure foothold for start up solar schemes. Mitigation: DECC have since introduced the opportunity for Community Energy Projects to lock in a feed in tariﬀ rate for up to 12 months to allow project delivery based on a given tariﬀ. BEL has already locked in tariﬀs on 2 of our sites prior to reduc3ons. Community lock in of tariﬀs is available up to the change of tariﬀ date, announcements of tariﬀ changes generally come 2 months prior to the change date. With rates currently ﬁxed un3l 1 Jan 2014 and the next announcement due on or around November 1 2013 we have 3me to lock in our projects at present FiT rates. General investment risks The value of shares can ﬂuctuate according to the value of the underlying business. The Oﬀer shares will never rise in value but may fall. Oﬀer shares will not be transferable or traded on a recognised stock exchange, but only buyable back by BEL. Risks associated with the assumptions The RPI and cost increase rates are variable and unpredictable. FiT is linked to the RPI but so directly and indirectly are some of
the costs, therefore variance within recent RPI ranges will not have a major impact on proﬁt. Energy cost inﬂa3on may prove to be more vola3le; it is expected to rise ahead of inﬂa3on on average but will probably do so in an irregular fashion. Revenue may surge ahead of projec3ons in the short term but fall back to trend later, or vice versa; alterna3ve energy sources might in the long run reduce energy cost in real terms and so reverse recent inﬂa3onary trends and erode proﬁt. The Board will need to review actual revenue and developing trends before making interest payments or alloca3ng funds to the grant fund. Risks specific to Brighton Energy Ltd Warran3es and insurance will be in place in the event of mechanical breakdown of the equipment. Complete failure and loss of revenue through mechanical breakdown is reduced through the use of mul3ple inverters and the system will be monitored and managed to minimise interrup3ons to supply. Accidental and malicious damage will also be covered under insurance and public liability insurance of up to ￡2m. BEL’s equipment is presently insured. Renewable energy industry risks Government policy towards renewable energy may change, although long-term commitments rela3ng to the FiT make this unlikely, since FiTs are part of primary legisla3on and thus diﬃcult to change. Throughout the opera3on of the FiT the Government has maintained the commitment to the process of ‘grandfathering’ which ensures that whatever tariﬀ a project is registered for at the commencement of opera3on, the tariﬀ will remain the same for the dura3on of the FiT period, (20 years in the case of this project). This payment is also linked to the Retail Price Index. Projec3ons are based on current FIT rates on the assump3on that we are able to comply with preliminary registra3on through Ofgem ROO-FIT regula3ons. The Board is unable to guarantee that this will be possible so a lower FiT rate may apply. Any changes to the FiT that occur before the end of the share issue could result in the Co-opera3ve returning funds received from prospec3ve members at the end of the Share Oﬀer Period.
Membership and Shareholding Share Withdrawals Shares are withdrawable up to a maximum of 5% per annum of issued share capital in issue at the start of the ﬁnancial year. The Board may resolve to require any propor3on of its share capital to be withdrawn, in which case it shall treat as agreed to be withdrawn on behalf of every member (and not some only) that propor3on of the shares held by them (with such rounding to the nearest whole number of that Propor3on which is a frac3on as the Board may determine). All members are deemed to give any consents required to the withdrawal of their shares in this manner. The withdrawal of shares is currently suspended for 3 years. The scope for being able to withdraw shares in the future will be dependent upon the Society developing a successful business and hence cash ﬂows to pay out share withdrawals or con3ngent on the Society raising addi3onal capital for the purpose of paying out share withdrawals. In the case of joint investments, all investors concerned must agree to a withdrawal. Shares will be repaid at the original price (subject to comments herea$er). The Directors of the Society have the right to change the withdrawal facility, or to suspend withdrawals. Similarly the Directors have the right to write down the value of shares, if the liabili3es of the Society (and its share capital) should exceed the value of its assets. Members who then withdraw their shares will only receive the wri4en down value of their shares. The value of your shares may fall and their value will not exceed the £1 per share. Although shares are withdrawable, you may not be able to withdraw the full price you pay for them if the Society does not have funds available at the 3me you want to withdraw your shares. In some circumstances, 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 wri4en down value. Returns to Members The Society will pay only a suﬃcient rate of interest on money paid for its shares and may pay no interest at all. A suﬃcient rate is determined by the Directors as the rate necessary to obtain and retain the capital required to carry out the Objects of the Society as set out within its Rules. Voting Each member has one vote regardless of the size and value of their shareholding. Members are kept informed of developments through the Brighton Energy Co-op website, by e-mails where the member so wishes, by occasional newsle4ers, annual reports and Annual General Mee3ngs.
Legal Information This document is issued by Brighton Energy Limited, registered number 31107 R, as a Community Beneﬁt Society incorporated in England and Wales on the 10 November 2010 under the Industrial and Provident Socie3es Act 1965. This oﬀer of shares is not regulated by the Financial Services and Markets Act 2000 or subsidiary regula3ons. The money you pay for your shares is not safeguarded by any depositor protec3on scheme or dispute resolu3on scheme. The Society, unlike banks and building socie3es, is not subject to pruden3al supervision by the Financial Conduct Authority, nor has it been approved by an ‘approved person’ under sec3on 21 of the above act. This document does not cons3tute a prospectus within the meaning of the Prospectus Regula3ons 2005. These regula3ons do not apply because there is a speciﬁc exemp3on for community beneﬁt socie3es that conduct their business for the beneﬁt of the community. As a member and shareholder of the Society you own the Society. If the Society is unable to meet its debts and other liabili3es, you will lose the whole amount held in shares. This may make it inappropriate as a place to invest savings. Your investment in your share account receives interest but does not enjoy any capital growth. It is primarily for the purpose of suppor3ng the society rather than making an investment. As a Society, the maximum return oﬀered to investors will always be limited. 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. You may elect to nominate a recipient for the value of the shares (but only up to the amount set out in law) and thus (under current legisla3on) remove the value of the shares (up to the amount set out in law) from your estate for probate purposes i.e. the shares may pass to the nominee outside the Will of the deceased). The nominated property will nevertheless form part of the deceased’s estate for Inheritance Tax Purposes, unless the estate is an excepted estate. Documents The Rules of Brighton Energy Limited, applica3on form, latest ﬁnancial statements and ﬁnancial projec3ons are available on our website: see www.brightonenergy.org.uk/documents.
Appendix: Current performance of Brighton Energy Ltd Brighton Energy Ltd has been opera3ng for more than a year. Below is the current perfomance of the Society over the period 1 Sept 2012 to 31 Aug 2013. Income Feed in Tariﬀs Site Electricity Sales Total Income
£18.802 £3.925 £22,727
Expenditure Admin Membership Maintenance Accounts Total Expenditure
£1,420 £169 £1,050 £1000 £3,939
Debt Repayments Interest Capital Total
£1,832 £9,218 £11,050
Sinking Fund Inverter sinking fund Total
Net Available Cashflow
Debt We have paid back a por3on of the loan issued to us by PURE/BRE at the 3me of our ﬁrst installa3ons; we are on schedule to pay back the debt in full by 2017. Ongoing projects fund Our ini3al share launch provided for a £20,000 fund to launch our next project. So far we have spent or allocated £19,458 of this to implement the new project. Money spent to date Will Co4rell salary Damian Tow Salary Expenses Payroll, HMRC, Misc Marke3ng Total
£3,607 £2,080 £894 £2,597 £618 £9,798
Money allocated Addi3onal salaries, HMRC etc Share launch marke3ng Total
£4,750 £5,000 £9,750