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Exchange Bristol

Share Offer

£250 minimum

Risk factors

All investment and commercial activities carry risk, and investors should consider whether Exchange is a suitable investment for them in light of their own personal circumstances.

This offer is not covered by the Financial Services Compensation Scheme.


General investment risks

Exchange Bristol wants to be fully open and transparent to its potential investors about the risks as well as the benefits of investment in community shares. Exchange Bristol wishes to make the following general points explicit:

  • An investment in community shares is an investment in a trading business, not a loan or a deposit, and the rates of return are not guaranteed. This investment should be considered as medium to long term. Your shares may not be readily convertible to cash should you need to withdraw them.
  • Like many investments, community shares are at risk and you could lose some or all of the money you invest. Unlike deposits with high street banks, community shares are not covered by the Financial Services Compensation Scheme, nor is there any right of complaint to the Financial Ombudsman Service. Any dispute may be the subject of arbitration as set out in the Society Rules.
  • As a member and shareholder of Exchange Bristol you could, if Exchange Bristol is unable to meet its debts and other liabilities, lose some or all of your investment held in shares. However, your liability is limited to the amount that you have paid for your shares.
  • Your investment in your share account may receive interest but does not enjoy any capital growth. It is primarily to support your community rather than make a profit for investors. As a Society, the maximum return offered to investors by way of interest will always be limited.

 


Rival Venues

Exchange Bristol wants to be part of a vibrant music scene, not the sole surviving small-medium venue in Bristol. If other people want to open up new venues, that would mean that the music scene was growing. Exchange Bristol are confident that Exchange would hold its own and their connection to the community through being community owned would give them extra loyalty.


Building Sold

The terms of the lease will give the CBS first option on purchasing the building. If the CBS is unable to purchase the building, the lease would remain in place.


Insufficient Capital

If the share offer failed to hit the target investors would have their funds returned. Bristol Live Arts CIC would continue to run Exchange, but would need to think long and hard about whether it’s worth continuing running the venue.

If the trading performance is worse than expected the current directors will draw on their 12 years experience of running venues and successful negotiation of the financial downturn of 2008 while at The Croft.

If the society became insolvent, the society’s assets would be sold and the proceeds used to pay debts. Any funds remaining would be distributed pro-rata to shareholders up to the level of their investment and no more. Investors would not receive all of their invested funds back, but would be eligible to claim the loss against their tax return.

There may be an unexpected need that arises for major capital expenditures in investment projects. Exchange Bristol maintains proper insurance cover maintained at all times and adequate cash reserves are retained to cover contingencies. As a last resort assets can be liquidated or further funds raised.


Governance and Personel

Exchange Bristol contingencies for loss of key individuals from Board of Directors included ensuring that knowledge and understanding is shared across the Board; undertaking active succession planning for Board membership; and retention of key individuals as members. In the event of a member of key personnel leaving, the current directors are happy to put an agreement in place that they will remain open for consultancy should they choose to leave. Bristol is a full of creatives and people working within the Music Industry, furthermore Bristol is a very desirable place for people to relocate to. Exchange Bristol feel as though we would be able to find people with the skills to keep the place running, though in the first instance they would aim to recruit new personnel through the CBS itself.

Exchange Bristol has a plan to manage their share registry, interest payments and withdrawals. The initial register will be transferred from Ethex. There is a ban on withdrawals for 3 years which will mean register remains stable for that time. The amount of work required to make annual interest payments will not be clear until investors’ preferences are known. External registry services can be bought in if necessary in future.

Exchange Bristol also has plans relating to any reputational concerns about governance and accountability - by having a members forum this more closely links the members and the board. Exchange Bristol ensures all processes are transparent, open and auditable, underpinned by conflicts of interest and complaints procedures.

Offer Closed

 As of the 31st October 2018 this offer is closed

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