Stockwood Community · This Share Offer is seeking to raise £700,000 through the issue of shares at £1 each from potential members across the United Kingdom. In June 2014 we successfully

Farmland & Business: a dynamic partnershipChanging the rules, travelling together

Workspace | Stewardship | Learning

Stockwood CommunityBenefit Societywww.stockwoodcbs.org

Issue for Ordinary Shares “2nd Share Offer”See online for Open Days and Special Events:

www.stockwoodcbs.org

STOCKWOODCOMMUNITYBENEFIT SOCIETY


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An Invitation to Investin a dynamic new partnership between an organic farm and a business park, with transformational social impacts that simply keep on growing.

CAN an everyday business park impact the world around it for the better?

CAN the highest farming and wildlife standards pay their way and win the sceptics over?

YES they can, and it’s happening here. Join us now because together we:

Foster more sustainable workspace for local businesses to value and grow their positive social impacts.

Improve more health and wellbeing, through biodynamic, organic stewardship of land and food.

Educate more schools, clubs, businesses and other groups, providing access to wildlife, farming, social impact theory and life skills.

Investing puts you at the heart of a radical new collaboration between business, farming, education and community - a powerful partnership for positive change.

We aim to pay members a 5% financial return and see the social impacts grow and grow.

For Open Days, Special Events and more, see:


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This project is rooted in the ethical social revolution of the 19th century, strikingly relevant in today’s economy.Our vision unites the Farm and Business Park in a fresh, common purpose; to significantly grow our positive legacy to people and planet. As a charitable vehicle, SCBS delivers an exciting programme of actions across a range of economic, ecological and social measures, transforming farmers, traders, customers and public. We are a national exemplar.Your investment strengthens us and adds momentum to our progress. Standard high street finance rooted in the status quo holds back transformation. Amazingly, it is a mix of 21st century investors built on a 200 years heritage of industrial and providential tradition that has made this happen.

Join the journey!

Sebastian Parsons, Stockwood Community Benefit Society

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This Share Offer is seeking to raise £700,000 through the issue of shares at £1 each from potential members across the United Kingdom.

In June 2014 we successfully completed our launch phase with the purchase of 150 acres of Rush Farmland and Stockwood Business Park. The land and property were placed in trust, securing the base for our charitable mission of environmental and social transformation.

The purpose of this new share offer is to purchase further land and develop renewable energy sources at Stockwood.

Travel with the business park and organic farm that have changed the rules!

Share offer approved by the Board of Stockwood CBS on: 1 September 2015

Offer opened: 7 September 2015

Offer closes: 30 November 2015

Amount sought: £700,000* [up to £250,000 may attract SITR**]

Minimum investment: £100

Maximum investment: £100,000

Corporate vehicle: Community Benefit Society, created under the Industrial & Provident Societies Act 1965Registered in England as STOCKWOOD COMMUNITY BENEFIT SOCIETY LIMITED with the Financial Conduct Authority, co. no. 31920 R.Exempt Charity Status no. EW02073Principal place of business: England

Please note: The Stockwood CBS’s ‘deposit taking business’ is not regulated. Shareholders are not protected by any dispute resolution scheme or deposit guarantee scheme.

* Up to £250,000 may be issued as loan stock for shareholders investing a minimum of £5,000 of share capital. Existing and new members holding a minimum of 5,000 shares may apply for loan stock.** Investment in loan stock is expected to attract SITR Social Investment Tax Relief

Key Facts

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Rush Farm has been transformed. Biodynamic methods have been particularly effective in promoting the biological activity of the soil, rebuilding its structure and fertility. A mixed farming system of Hereford cattle, Lleyn sheep and some arable crops has been established. Mixed farming with biological diversity is central to the Biodynamic approach and helps to build a healthy ecosystem. Rush Farm has built a strong consumer group with links into the local community. Again, local marketing and building community are key principles in the Biodynamic approach.

That’s why we’re investing in Stockwood CBS.

Timothy Brink, Chair, Biodynamic Land Trust

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Important InformationStockwood Community Benefit Society (Stockwood CBS) accept responsibility for the information contained in this document. To the best of the knowledge of the directors of Stockwood CBS the information contained in this document is in accordance with the facts and contains no omission likely to affect its substance.

Prospective investors should read the whole text of this document and are advised to read with particular care the sections of this document headed:

‘Information for the Issuance of Shares’ (pages 29-30) and ‘Risk Factors’ (page 27-28).

This invitation to subscribe for shares in Stockwood CBS is not regulated by the Financial Services and Markets Act 2000 or subsidiary regulations, to the extent that it is taking deposits by issuing withdrawable shares. Therefore, the money you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme.

Our shares are not “controlled investments” for the purposes of the Financial Services and Markets Act 2000. You do not therefore have the level of protection that you might otherwise be offered by the Act. In particular, this document does not need approval (and has not been approved) by an “approved person” under the Financial Services and Markets Act 2000.

This document is not regulated by the Prospectus Rules. Those do not apply because there is a specific exemption for community benefit societies that conduct their business for the benefit of the community.

Should Stockwood CBS get into financial difficulty:• 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• You should buy shares only with money you can afford to have tied up, without interest, and

without capital appreciation, for several years or longer.• You should buy shares only with money that you are prepared to lose.

Advisers and bankersCorporate advisers:Resonance Limited, 42 St Thomas Road, Launceston PL15 8BX

Receiving Agent for the Offer: Ethex, The Old Music Hall, 106-108 Cowley Road, Oxford OX4 1JE

Solicitors: Coffin Mew LLP, Kings Park House, 22 Kings Park Road, Southampton SO15 2UF

Bankers:CAF Bank, 25 Kings Hill Avenue, Kings Hill, West Malling, Kent, ME19 4TA

For all enquiries contact:Sebastian Parsons, Stockwood Community Benefit SocietyTel: 01386 791 012 Email: [email protected]

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ContentsLetter from Founder ..............................................................................8

Executive Summary .............................................................................10

Why Stockwood Community Benefit Society? .......................................12

Report on Activity so Far .....................................................................16

The Key People of Stockwood CBS .......................................................18

The Business Proposition ....................................................................21

Financials: Actuals against Forecast ....................................................25

Financials: Forecast .............................................................................26

Risk Factors ........................................................................................27

Information for the Issuance of Shares ................................................29

Terms and Conditions of Applying for Shares .....................................31

Supporting documents available on request:Stockwood CBS RulesTenancy ScheduleLand Valuation Report, Timothy Lee GriffithsFinancial Accounts to 31 December 2014Social Impact Report 2014



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Letter from FounderI consider my involvement in the creation of the Stockwood Community Benefit Society and the purchase of the business park and farmland to be a highlight of my working life. The dream of community ownership of real assets is central to our vision for the renewal of the economy and the healing of society. A great effort was needed by a great many people but in June 2014 we did it, and a huge step forward was taken!

But, of course, all that has been achieved simply gets us across the start line. Now begins the development programme that we hope will continue for generations to come. The farm is flourishing, the 2014/15 season has been kind, the animals are in good health and the crops have been plentiful. The business park is also flourishing – fully let with a waiting list for units – and it is clear from the amount of activity that the tenants are thriving too.

Our development programme is a balanced mixture of expansion, cost management and income generation. It is phased so that it can be managed and there are clear mileposts so that we can keep track of progress.

We have the opportunity to bring 3 significantly sized fields that currently make up Rush Farm but which are not owned by Stockwood CBS into our ownership. There is a time limit on this opportunity to deliver our core purpose of protecting this biodynamic land.

The great big roofs of the business park’s larger units provide us with an opportunity to produce solar electricity which would further our environmental goals as well as generating extra profit for funding our educational and environmental objects.

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In the future we want to eco-build an Education Centre on the edge of the farm and business park – accessible yet secluded. This project will engage the community and help us share the successful Stockwood story as a beacon of environmental and economic sustainability.

We hope you will join us on our exciting and fulfilling journey.

Sebastian Parsons

Chief Executive



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This is an invitation to subscribe for shares in Stockwood Community Benefit Society (The Society), established in December 2012. The Society aims to raise a further £700,000 to support the continued development of the organisation. Stockwood Business Park and Rush Farm near Redditch, Worcestershire were purchased in June 2014 to benefit the local rural economy, community and environment in perpetuity.

The Business Park is operated as a rural hub and generates rental income of over £200,000 per annum. Rush Farm is a biodynamic organic farm with Natural England ‘High Level Stewardship’ status.

The Society’s objects focus on inspiring, educating and engaging people in biodynamic and organic farming and applying environmentally sustainable technologies and policies to itself and its tenant businesses.

The Directors have identified two initial requirements to accelerate further the development of the project, to be funded by this Share Offer and potentially new loans.

1. Land Purchase - £310,000 30.94 acres of Rush Farm remain outside the ownership of Stockwood but must be sold by the present owners. Purchase by Stockwood CBS will protect this land in perpetuity. The price is £310,000 with a 6 month time limit and the Directors consider this to be an urgent priority of the fundraising campaign.

2. Renewable Energy - £390,000 investment in a mix of renewable electricity and heat generation. Ground source heat and photovoltaic solar panels on the roofs of the large units of Stockwood Business Park will generate renewable energy and surplus income to further the charitable objects of the organisation.

Executive SummaryA dynamic new partnership between an organic farm and a business park, with social impacts that simply keep on growing.

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Stockwood CBS has hit or exceeded all its operational budgets in its first half year of trading and in addition, since it was formed, has run 5 events engaging over 3,000 visitors. The business park has had the usual reshuffling of a few tenants but has maintained an occupancy of 100% through the period.

The Society is trading profitably, and there is good potential for growth. The directors do not take a salary but the Society has other costs, including finance, marketing, property management, legal fees and administration.

Investors have the opportunity to invest between £100 and £100,000, with shares valued at £1 each. These shares can be withdrawn in accordance with The Society’s rules, but not sold or exchanged and their value will not increase. The Society expects to pay interest on shares, anticipated to be 5%. However, a return on your investment is not guaranteed. Many regard their investment as primarily social and secondarily financial.

For investors able to benefit from Social Investment Tax Relief*, there is the opportunity to additionally invest in a loan stock which carries a 6 year fixed interest coupon of 3% and an upfront unsecured 30% income tax relief. The loan stock offer therefore offers 9.9% IRR when this tax benefit is taken into account.

* The loan stock application form is available to new and existing shareholders investing a minimum of £5,000 of share capital in the Society.



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Why Stockwood CommunityBenefit Society?Stockwood Community Benefit Society (Stockwood CBS) was set up in 2012 with support from the Biodynamic Land Trust (BDLT), to create a visionary community asset from the land and buildings of:

1. Rush Farm – a 150 acre certified biodynamic farm with top class organic credentials. Land use is largely pasture with part arable and part woodland.

2. Stockwood Business Park – a 27 unit, 40,000 ft2 (net), fully let mix of offices and light industrial units.

A successful share offer in 2013 led to the purchase of the property in June 2014. Stockwood CBS now owns Rush Farm and Stockwood Business Park for community benefit in perpetuity. The objects of Stockwood CBS are to farm the land biodynamically, to promote wildlife and farm related enterprise, rural employment and rural training, and to promote sustainability through better use of technology and better practice.

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Aims, Vision and Benefits of the Society Stockwood CBS aims to demonstrate a new way of working on and alongside the land and to create a model for future rural economic and environmental regeneration.

In combining the Business Park and Farm, the organisation is able to support and improve the social and natural environment by:• Providing places of work in an harmonious setting through the biodynamic

management of the Park and Farm to the highest ecological standard.• Actively increasing and improving the measurable social impacts

generated by its tenant businesses (whether ethical or local sourcing, traineeships, waste and energy management, volunteering, charitable support, and so on) using a process of leadership, tenant involvement and financial resourcing.

• Using and promoting ‘natural’, ethical methods and principles of agriculture, horticulture, education and business.

• Staging a wide range of local trade events, farm events and training courses in the rural environment and sustainable business practice.

• Providing free, welcoming and well-managed footpaths, bridle paths and permissive routes through the Farm, woodland and river banks of the Estate.

In addition, the Farm aspect will disseminate experience, research and best practice developed in and through the Stockwood CBS in regard to agricultural and horticultural land trusteeship that secures food-growing land in perpetuity.



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On the business park, Stockwood CBS is able to lead and resource the business community to increase their ethical and environmental practices. The tenant mix has not been selected for its pre-existing credentials, rather, the mission is to influence the full spectrum of businesses. Surplus profits, for example, may be co-invested alongside tenants in helping them make changes appropriate for their line of business.

The following diagram, developed from our recent work with the Transformational Index, shows our processes in dealing with two fundamentals: food and workspace

The directors hope to see Stockwood CBS become just the first of many farm / business park organisations that provide mutual food and workplace security.

SustainableResourcesService Inspiration Proliferation Meaningful-

ness

ACT REVIEW SHARE IMAGINE ACT

The waywe workcreates

Whichdrives

Guided byshared

values of

Using shared purpose to

achieve

Need for foodand workspace

SERVICE INSPIRATION PROLIFER-ATION

MEANINGFUL-NESS

SUSTAINABLE RESOURCES


The way we work creates

Which drives

Using shared purpose to achieve

Guided by shared

values of

Need for food and workspace


MEANINGFUL-NESS




Which drives


Guided by shared

values of



MEANINGFUL-NESS




Which drives


Guided by shared

values of



MEANINGFUL-NESS




Which drives


Guided by shared

values of



MEANINGFUL-NESS




Which drives


Guided by shared

values of


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Summary:Economic, environmental and community benefits

Economic benefits Ecological benefits Community benefits

• Providing sustainable, flexible accommodation for local businesses

• Enabling businesses to increase their social impacts across all three areas of benefit

• Being family friendly, including a Steiner nursery on site

• Shared facilities and business services

• Reinvesting profits to stimulate community and social enterprises

• Improved health and wellbeing for people and environment through the active stewardship of soil and aquifer through biodynamic organic cultivation

• Introducing greater biodiversity

• Bringing people and nature together

• Investing in energy efficiency measures and renewables

• Enabling shared recycling and waste management

• Access to local, organically grown food

• Education through training events in biodynamic farming, sustainability and life skills for community, schools, clubs and businesses

• Free access to the farm, woodland and river banks via public footpaths, bridlepaths etc

• Enabling volunteering on the Farm



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Report on Activity so FarMeeting the Social Impact Objects of the Society We have organised 8 public open days so far which have been attended by around 3400 people in total.

“Very well organised, local produce, local Christmas entertainment, very

friendly, very busy.”

In spring we have an open day at lambing time.

“Very enjoyable, informative talks by farm team and volunteers”.

We hosted a visit from delegates attending an international conference on sustainable agriculture – this involved extended farm walks and discussions by 73 delegates.

“Stunning! Very inspiring and impressive. Most informative. What a

wonderful place.”

Raising the bar on the National StageNatural England brought a top level delegations of officials from DEFRA to Rush Farm to help them understand the benefits of Higher Level Stewardship. In the first place because of the quality of our work, but in the second place because of our capacity to articulate what we are doing, and why.

“Mr Parsons was extremely accommodating and knowledgeable. The visit

was very enjoyable and informative.”

Meeting the Environmental Objects of the SocietyRush farm has continued to operate successfully according to the Biodynamic principles. Animals, habitat and wildlife continue to thrive. The recent inspection by the Biodynamic Certification Service concluded:

“Rush Farm can now justly be regarded as a flagship biodynamic farm

organism. It is part of a community initiative dedicated to preserving its

biodynamic status in perpetuity.”

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“It is a pleasure to work with licensees who maintain such high standards

of biodynamic farm practice and record keeping.”

Worcestershire Wildlife Trust have visited the farm to survey butterflies and birds and a local beekeeper and hedgehog rescue centre also work on the farm.

Meeting the Educational Objects of the SocietyRush Farm has held 18 training and education events so far with 158 attendees.

“It was one of my best experience in my life... you are a life changing

farm.” WWOOF volunteer

“We had a splendid time….we were really offered the opportunity to learn,

to ask questions and to be involved in the work.” WWOOF volunteer

We host ‘bush craft’ courses run by the British Bushcraft School. A “Ray Mears” style living-off-the-land course is taught in the 22 acre wood.

We have had three school visits – two from a primary school and one from the special needs unit of another school. For the primary school whole classes were involved.

“Fantastic, informative, friendly. Thank you!”



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The board will be democratically elected from the membership of Stockwood CBS (SCBS) annually, with 1/3 of directors retiring each year. Only Martin Large as representative of the Custodian Trustee, The Biodynamic Land Trust (BDLT), and Joshua Malkin as representative of Custodian Trustee, Elysia Commons Limited, will not be elected by the membership but by appointment of the respective Custodian Boards.

The Key Peopleof Stockwood CBS

1. Biodynamic Land Trust is an exempt charity (no. XT33649) which promotes biodynamic and organic farming principles. www.biodynamiclandtrust.org.uk

2. Elysia Commons Limited is an alternative investment fund. www.elysiacommons.org

Name: Sebastian Parsons

Résumé: Businessman and active in the biodynamic organic movement, Sebastian has an understanding of how our social, cultural and economic lives are inter-connected, and can be mutually supportive.

Name: Martin Wood

Résumé: Founder and Managing Director of Stourbridge-based KGJ Insurance Brokers Ltd and trustee of Sunfield Childrens Home Ltd (charity no. 527552).

Expertise: Finance

Name: Martin Large

Résumé: Pioneer of the land trust movement and founder of the Bio-dynamic Land Trust. Facilitator, lecturer, consultant and publisher (Hawthorn Press).

Expertise: Biodynamic Land Trust1 representative

Chief Executive Chair of The Board The Board

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Name: Simon Cutter

Résumé: Farmer and farming entrepreneur.

Expertise: Farming and On-farm Business

Name: Gaye Donaldson

Résumé: Co-founder & Marketing Director of Organic Herb Trading Co and trustee of the Soil Association.

Expertise: Governance and Investor Reporting

Name: Alison King

Résumé: Businesswoman.

Role: Membership and Company Secretary

Name: Joshua Malkin

Résumé: A change-maker focused on empowering people through creative projects that serve the greater good – in business, education and the arts. Elysia Commons representative.2

Expertise: Social Enterprise

Name: Chris Burdett

Résumé: Famer, businessman and vice chair Inkberrow Parish Council.

Role: Tenant and Community Liaison



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The Shareholding will be by open subscription with a minimum shareholding of £100, only BDLT and Elysia Commons as Custodian Trustees have automatic board representation and a veto on constitutional change to mitigate against mission drift in the future. Membership is be sought from those interested in the Biodynamic movement; local people; the tenants of the business park and their customers; and other ethical investors. Shares will earn a low interest coupon.

OperationsName Role RemunerationHalls of Worcester

Long established local commercial letting agent

Letting Agent, rent collection, rent reviews, leases, evictions

4% of letting income from business park

Rush Farm Ltd Rush Farm is one of the tenants of SCBS with farm employees skilled in property and land maintenance

Maintenance £3,000 retainer + materials

External Accountant

tba Preparation of end of year accounts

£2000 2014 fee

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The Business Proposition1. Purchase of 30.94 Acres of LandThere are 30.94 acres of land available for purchase at a price of £310,000 (map to show land on page 28). This land is currently leased by Rush Farm Ltd and farmed along with the land leased to it by Stockwood CBS. The purchase of this land will secure the current Rush Farm boundary in perpetuity and is the last portion of Rush Farm that Stockwood CBS was unable to afford last year. Its acquisition will generate an additional £2,000 pa rent from Rush Farm Ltd. The current owners of this land, the Parsons family, must sell it, but are able to give Stockwood CBS six months to raise the funds before putting the land on the open market. Because of the time restriction the Directors are willing to consider further loan finance to fund this purchase.

2. Renewable EnergyThe first phase of our renewable energy programme will focus on providing heat and cooling to our business park tenants. This attracts a useful Renewal Heat Incentive (RHI) from the government plus will make helpful cost savings for the tenants and a significant improvement to the quality of their accommodation. We will install a small PV array to ameliorate the cost of powering the heat pump for the ground-water heat exchanger that will drive the system. We are likely to operate the renewable energy business from a wholly owned subsidiary to clearly differentiate our SITR (Social Investment Tax Relief) compatible investment offer. We anticipate two further phases, a larger roll-out of solar power and the installation of an anaerobic digestion plant. The investment in the heating system will by £300,000 and the investment in solar power will be £90,000. (See page 26)

3. OversubscriptionIf this Share Offer is oversubscribed, the Directors intend to direct up to £325,000 of raised funds to the early repayment of the Biodynamic Land Trust and Community Land & Finance CIC loans. This will benefit the organisation through a reduction in interest charges of 2.5% yielding a saving of £8,125 per year and a potential total saving of over £25,000. These saved resources will be directed to the pursuit of the objects including developing the designs and obtaining planning permission for a new Education Centre. Additionally, invested funds provide greater long term security to Stockwood CBS and are preferred by the Directors to loan finance.



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Renewable Energy Proposal

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Power output

50kW

pEn

ergy output

43,500

kWh/year

Governm

ent C

arbon Reduction Po

licy Be

nefit

Export proportion

2%To

tal electricity exported

870

kWh/year

Proportion of solar generation sold

13%

Total electricity consumed by tenants

5,655

kWh

Price per u

nit charged to tenants

0.13

£

£/kW

hIncome from

solar generation sales

735.15

£

£/year

Export price

£0.045

£/kW

hFiT generation subsidy rate

0.117

£

£/kW

hEx

port income

39.15

£

£/year

Ann

ual FiT income

5,089.50

£ £/year

Annual GSH

P heat output

340,000

kWh/year

Ann

ual R

HI incom

e30,056

£

£/year

Proportion consum

ed by GSH

P85%

Total electricity consumed by GSH

P36,975

kWh/year

Displacing elec from

the Grid at

£0.130

£/kW

hAn

nual heat dem

and fro

m tenants

340,000

kW

h/year

Electricity cost savings

4,807

£

£/year

Price per u

nit to charge tenants

0.03

£/kW

hIncome from

tenant heatin

g sales

£10,200£/year

Annual cooling demand fro

m tenants

13,333

kWh/year

Price per tenanted unit

125

£

£/unit

Num

ber o

f tenanted units

27units

Income from

tenant coo

ling sales

£3,375

£/year

GSH

P electricity dem

and fro

m grid

60,025

kWh/year

Proportion of dem

and fro

m solar

7.3%

Cost per unit to buy fro

m grid

0.11

£/kW

hCost o

f electric

ity fo

r GSH

P heating

6,602.75

-

£/year

Governm

ent C

arbon Reduction Po

licy Be

nefit

GSH

P electricity dem

and fro

m grid

1,333

kWh/year

Proportion of dem

and fro

m solar

90.0%

Cost per unit to buy fro

m grid

0.11

£/kW

hCost o

f electric

ity fo

r GSH

P cooling

146.67

-

£/year

Heat O

utput

265kW

Annual heat dem

and

340,000

kW

h/year

Annual electricity dem

and for h

eating

85,000

kW

h/year

Annual active cooling demand

40,000

kW

h/year

Annual electricity dem

and for cooling

13,333

kW

h/year

Income from

electric

ity exported to th

e Grid

Unu

sed solar e

nergy expo

rted to

the Grid

Electricity from

the Grid

to pow

er GSH

P for c

ooling

Free solar energy to pow

er GSH

P

Solar P

hotovoltaic Array

Solar e

lectric

ity sold to tenents

Governm

ent S

olar Incentives

Governm

ent R

enew

able Heat Incentive Sc

heme

Electricity from

the Grid

to pow

er GSH

P for h

eat

Renew

able Heat &

Coo

ling So

ld to

Tenants

Groun

d So

urce Heat P

ump



24

Aerial photo showing Rush Farm and Stockwood Business Park. Rush Farm bordered in red and the proposed 30.94 acres bordered in blue.

Map to show Land available for Purchase

Minimum Fundraise£600,000 is the minimum viable capital raise for this share offer. This will be enough to acquire the land and install the heat only installation option, leaving the cooling and photovoltaic for a later date. In addition Community Land & Finance CIC have offered another £200,000 subject to the share offer reaching £400,000, effectively underwriting a portion of the share offer. This loan has an interest rate of 7.5% which whilst not material to the overall viability of the Society does reduce the stated profit forecasts by £5,000 pa.

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Financials:Actuals against ForecastFinancials to date – figures showing first 6 months of trading to December 2014

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Financials: ForecastOur financial forecasts assume that gross rents and net income (after running costs and allowing for voids) will grow by around 7.5% over the next 3 years.

Net income for the first half of 2015 is performing slightly ahead of forecast with no voids on the business park. The majority of junior debt is modelled to be replaced with new share capital in 2018, which is the primary driver behind the increase in profitability.

PROFIT AND LOSS STATEMENT

Forecast 2014 Actuals 2014

Forecast 2015

Forecast 2016

Forecast 2017

Forecast 2018

RentsFarm Rent 3,500 3,500 7,625 9,500 9,500 9,500Business Park Rent 104,000 121,505 210,080 212,181 214,303 216,446renewables income 47,552 48,028 48,508Other Income 0 2,332 2,000 2,000 2,000 2,000Service Charge 8,250 7,744 16,665 16,832 17,000 17,170

Total Gross Rents 115,750 135,081 236,370 288,064 290,830 293,623Allowance for voids 109,963 135,081 225,033 276,614 279,265 281,943Letting (4,399) (3,818) (9,001) (11,065) (11,171) (11,278)Utilities (recoverable via s/c) (1,750) (2,044) (3,535) (3,570) (3,606) (3,642)Insurance (recoverable via s/c) (4,500) (4,449) (9,090) (9,181) (9,273) (9,365)Maintenance (pt recoverable via s/c) (4,375) (5,330) (8,838) (8,926) (9,015) (9,105)

Net Income 94,939 119,440 194,569 243,872 246,200 248,552Management (4,000) (4,000) (8,080) (8,161) (8,242) (8,325)Marketing/Events (10,500) (21,800) (21,210) (21,422) (21,636) (21,853)Company Administration (1,000) (2,250) (2,020) (2,040) (2,061) (2,081)

EBITDA 79,439 91,390 163,259 212,249 214,261 216,293Depreciation 0 (2,984) (2,984) (22,419) (22,419) (22,419)

EBIT 79,439 88,406 160,275 189,830 191,842 193,874Interest ‐ senior (34,000) (33,142) (67,172) (73,695) (79,836) (85,576)Interest ‐ junior (12,188) (12,898) (28,125) (39,375) (39,375) 0interest ‐ loan stock (1,000) (1,000) (3,875) (9,500) (9,500) (9,500)Shareholder interest @ 5% (16,417) (17,681) (36,584) (47,834) (47,834) (74,084)

Profit 15,835 23,685 24,519 19,426 15,298 24,714

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Risk FactorsStockwood Business Park and Rush Farm are currently operating successfully as a profitable rural venture. However, it is important to recognise that circumstances can change. Whilst Stockwood CBS intends to be cautious and prudent with regard to its liabilities, if investing, you should give careful consideration to all the information provided in this prospectus and the risks attached to their investment, as these risks could result in a fall in the value of your investment or a loss of return. The following are not the only risks; the list is not intended to include everything (and could not do so), and other matters can influence the value of your investment.

The directors consider the following to be the key risks to Stockwood CBS:

• Decrease in demand for the business units due to external factors or changing trends.

• Rise in rent defaults which might result from economic recession impacting on small businesses.

• Rise in interest rates which could affect the costs of capital, particularly any loans provided by a bank.

These business risks could potentially impact on Stockwood CBS’s ability to repay share capital or pay annual interest due to a fall in turnover and profit levels.

The directors will seek to protect against these risks by:

• Ongoing monitoring of local market conditions, wider market trends, changes to economic conditions, government policies and other external factors that might impact on future demand for business units.

• Ongoing marketing of the business park to a diverse range of rural SME’s.

• Maintaining a professional property management service which is proactive in building and maintaining tenant relations, so that potential payment issues can be identified early and appropriate action taken.

• Seeking low margins and fixed interest rates on borrowing where possible.

• Maximising community investment. The more equity raised, the less Stockwood CBS will have to borrow and hence the greater returns and greater business stability.

Please note:

• Shares in Stockwood CBS cannot be sold or traded and there is no prospect that they will increase in worth beyond their nominal value.



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• Shares are withdrawable on 180 days’ notice. Stockwood CBS will not pay you back more than you originally paid for your shares.

• Although shares are withdrawable, you may not be able to withdraw your shares if Stockwood CBS does not have sufficient funds available at the time you wish to withdraw them.

• The value of your shares may fall.

• In some circumstances the directors may need to write down the value of shares. Should you then wish to withdraw your shares, you will receive only the written down value of those shares.

• As a Community Benefit Society, Stockwood CBS does not need to be authorised by the Financial Conduct Authority to take deposits by issuing these withdrawable shares. It is however registered with the FCA, no. 31920 R.

• This investment is not covered by any form of financial compensation scheme and there is no right of complaint to an ombudsman.

We love it here. The green environment and serene atmosphere boosts productivity especially during stressful work periods.

We (and our families) go on farm walks and tours; we’re active supporters of the farm ethos.

We would encourage and support the Farm Shop in increasing sales of produce.

Davinder K Matharu, LSD Accountants

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Information for theIssuance of SharesStockwood CBS is offering 700,000 ordinary shares, with the aim of raising £700,000, which will be used for the further development of Stockwood Business Park, Rush Farm and the furtherance of the Society’s objects.

The minimum investment in this share offer is £100 (100 shares) and the maximum (by law) is £100,000 (100,000 shares). It is also possible to make a gift-aid donation to SCBS, as an exempt charity. For all enquiries relating to making loans please contact the Society. To make a donation please send a cheque to SCBS at the address on page 39 stating whether or not you are a tax payer.

The Share Offer opened on 7 September 2015.

The offer is open to individuals over the age of 16, trust funds, Self-Invested Personal Pension Plans, nominee services and corporate entities, groups and associations.

The following sets out the details of becoming a member and investor of Stockwood CBS.

Legal information

Stockwood CBS is Stockwood Community Benefit Society Limited, a community benefit industrial and provident society, registered in England & Wales on 11th December 2012 (number 31920R).

Voting

Membership of the Stockwood CBS is afforded to holders of ordinary shares. Stockwood CBS operates on a one member, one vote principle regardless of the size or value of the member’s shareholding.

Interest

Provision is made in our Rules to pay interest on share capital at such rates as may be determined by the Directors from time to time. The interest is calculated on the society’s quarter dates (end of March, June, September, December) payable at the end of the accounting year. It is expected to be 5% and is set by the board each year for the 12 month period ahead.



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Charging & Running costs

There are no charges made on your investment but costs of attracting capital and running the Stockwood CBS will be paid for by Stockwood CBS and will be taken into account when determining the annual interest rate to be paid to members.

The Directors currently are not paid a salary but will be reimbursed for reasonable expenses. Decisions on future directors’ salaries will be taken at the AGM.

Nomination options

In the event of the death of a shareholder, the repaid value of the shares will normally be added to the estate for probate purposes. For investments up to £5,000 you may elect to nominate a recipient for the value of the shares and thus (under current legislation) remove the value of the shares (up to £5,000) from your estate for probate (but not tax) purposes.

Withdrawal of shares

Stockwood CBS’s rules allow for the withdrawal of funds subject to 180 days’ notice.

The Directors reserve the right to suspend withdrawals, should there be insufficient funds to make repayments.

Connected Parties

Sebastian Parsons is one of the Partners in Elysia which is selling the land to Stockwood Community Benefit Society. The board is satisfied that the purchase price has been independently valued. Valuation available on request.

Chris Burdett works for Rush Farm limited which leases the farm land from Stockwood Community Benefit Society. The board is satisfied that the rental value of the additional fields has been independently valued and the services provided by Rush Farm Limited are carried out at the arms length value, reviewable annually.

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Terms and Conditions forApplying for SharesReceiving agent and promotion of the offer

Ethex, a not for profit positive investment organisation will be handling all of the receipt of applications and helping to promote the share offer.

Our preferred method for applications is online via the Ethex website www.ethex.org.uk

If you would prefer to apply by post, please complete this form and return it to: Ethex, The Old Music Hall, 106-108 Cowley Road, Oxford OX4 1JE.

Your application

You cannot withdraw your application for shares once we have received your application form. The Directors do not have to accept your application for shares. They may decide not to issue shares to you or may issue fewer shares than you have asked for. They do not need to give a reason for their decision. If membership is approved, a share certificate will be issued the month following the close of the share offer.

Your payment

We will inform you immediately, once payment has been received. The Directors may cash your cheque as soon as it is received. Cash payments cannot be received. Stockwood CBS will hold your funds in trust until the Board of Directors consider your application. The Directors will return your money to you within 28 days of making their decision if they decide not to accept your application. If paying by a Standing Order, a share certificate will be issued for each 100 shares purchased, including and until your full stated amount is reached.

Your promises to us

• You are at least 16 years of age.

• Your cheque will be honoured on presentation.

• You have authority to sign the application form.

• You will supply us with proof of your name and address if we ask for it. We may need this to comply with current Money Laundering Regulations.



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Demutualisation – protection from “carpet-baggers”

You may not benefit financially from your shares if Stockwood CBS converts, or transfers its business or is wound up. In this case, the only financial benefits you may receive from your shares are:

• The possibility of interest (at a low rate)

• The possibility of the return of the money you paid for your shares

The Directors draw your attention to your obligations under Rule 14 of our Rules regarding the windfall if Stockwood CBS converts, transfers its business, or is wound up. Should any greater financial benefit come into your hands, it will belong to such Charity or Community Benefit Society as we may nominate from time to time. You are to hold the benefit on trust for that Charity or Community Benefit Society. To secure that (and your obligations under Rule 14 of our Rules) you appoint as

your attorney the person holding office (from time to time) as our Secretary. That appointment is irrevocable. Your attorney has power to sign – on your behalf – an undertaking for which we may ask in accordance with Rule 14.

Directors’ declaration

The Directors, whose details can be found on pages 18-19 accept responsibility for the information contained in this Offer document. They have taken all reasonable care in producing this document and, to the best of their knowledge, have not withheld any facts essential to its import.

This Share Offer document was approved by the Board of Stockwood CBS on 1st September 2015. This share offer expires 30th November 2015, but may be extended by the board at any time.

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Application Form for IndividualsTo become a member of Stockwood Community Benefit Society (Stockwood CBS) requires the purchase of shares. Each share costs £1.00. Each shareholding member has one vote, regardless of the size of their shareholding.

For this offer, the minimum shareholding is £100. The maximum permissible shareholding is £100,000.

I / We wish to become a member / members of Stockwood CBS, in accordance with the rules, and apply for:

£1,000 £3,000 £5,000 £20,000 Other £ ....................... of shares and

I / We have invested £5,000 to date in Stockwood CBS and would like to receive the loan stock application form as soon as HMRC have provided advance assurance of SITR eligibility.

I / We enclose payment for that amount (cheques payable to Stockwood Community Benefit Society Ltd). Cash payments cannot be accepted.

I / We have instructed my/our bank to make a BACs transfer with the following reference .......................... to Triodos Bank, Deanery Road, Bristol BS1 5AS account number 20434081, sort code 16-58-10

I / We have instructed my/our bank to set up a standing order consisting of............... equal payments of £......................... commencing on (date) .............. and finishing on (date) ........................ to Triodos Bank, Deanery Road, Bristol BS1 5AS account

number 20434081, sort code 16-58-10

Waiver of Interest Option I / We wish to re-invest interest on this investment until further notice.

I / We wish to donate to Stockwood CBS interest on this investment until further notice.

Name and Address

For joint applications, all applicants (up to 4 persons) must sign. (Please photocopy this form if there are more than 2 joint applicants).

Full name(s): ........................................................................................................

........................................................................................................

Address: ........................................................................................................

........................................................................................................

Telephone: ................................................Email: ....................................................



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Previous address if the applicant has lived for less than 3 years at the current address:

...............................................................................................................................

...............................................................................................................................

How did you first hear about the society? .................................................................

Nomination formIf you are investing £5,000 or less and wish to nominate a person to whom you wish your shares to be transferred to on your death, please tick the box and complete a “Nominee Appointment Form”.

AgreementI am / We are at least 16 years old. I / We agree to be bound by the Terms and Conditions included in the prospectus and the Rules of Stockwood CBS. I / We understand that Stockwood CBS’s Board may reject my / our application and does not have to tell me why it has been rejected.

Data protection & money launderingThe data provided by you on this form will be stored within a computerised database. This data will only be used for Stockwood CBS purposes and for Ethex as the receiving agent for the purpose of checking identity and will not be disclosed to a third party. It is a term of the offer that to ensure compliance with the Money Laundering Regulations 2003, Stockwood CBS may at its absolute discretion require verification of identity from any person seeking to invest.

Signed as a deed

Please sign here: ......................................................... .Date: .................................

Please return to:Stockwood CBS, c/o Ethex, The Old Music Hall, 106-108 Cowley Road, Oxford OX4 1JE

Registered in England as STOCKWOOD COMMUNITY BENEFIT SOCIETY LIMITEDwith the Financial Conduct Authority, co. no. 31920 R.Principal place of business: EnglandPlease note: Stockwood CBS’s ‘deposit taking business’ is not regulated. Shareholders are not protected by any dispute resolution scheme or deposit guarantee scheme.

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Nominee Appointment FormThis form should only be completed if you are investing £5,000 or less and you wish to nominate a person (or persons) to receive your shares on your death.

Full name(s): ........................................................................................................

Address: ........................................................................................................

........................................................................................................

(We will use this address when we write to you)You can nominate a person (or persons) to whom you wish your shares to be transferred on your death. If this form does not provide for your requirements you may write to us separately with your individual instructions.We will respect those wishes, providing they are clear and so far as the law and our Rules permit.If you are a joint holder and you do not wish your holding to pass to the other joint shareholder(s) then you must complete this form. You may nominate a person (or persons) to whom you wish your joint shareholding to be transferred on your death.

Please name your choice of nominee(s) below.

1st nominee 2nd nomineeShare of holding % %Full nameAddress

I understand that it may not be possible for Stockwood CBS (the Society) to action this request and I and my heirs will not hold the Society responsible for its actions.I understand that these instructions can only be revoked or amended by my giving clear written instructions to the Secretary of the Society at the registered office.I understand that trustees will need to be appointed if my nominee is under 16 years of age.

Signed as a deed

Please sign here: .................................................................. .Date: ........................

Please return with your application form to:Stockwood CBS, c/o Ethex, The Old Music Hall, 106-108 Cowley Road, Oxford OX4 1JE

Registered in England as STOCKWOOD COMMUNITY BENEFIT SOCIETY LIMITEDwith the Financial Conduct Authority, co. no. 31920 R.Principal place of business: EnglandPlease note: The Society’s ‘deposit taking business’ is not regulated. Shareholders are not protected by any dispute resolution scheme or deposit guarantee scheme.

Farmland & Business: a dynamic partnershipChanging the rules, travelling together

Workspace | Stewardship | Learning

Stockwood CommunityBenefit Society


Documents

Stockwood Community · This Share Offer is seeking to raise £700,000 through the issue of shares at £1 each from potential members across the United Kingdom. In June 2014 we successfully