Target amount to be raised through the bond offer
This bond offer aims to raise £250,000. The minimum investment per applicant is £500.
Governance and people
The Solar for Schools Community Benefit Society was established in 2016 to provide schools with the means to have a solar panel-generated energy supply without having to pay for the installation and, ultimately, to receive a share of the profits from the panels.
Total number of bonds in issue
This offer is looking to issue 250,000 bonds.
Date of the AGM
The AGM will be held during the first week of October each year before interest repayments are made to bond holders.
The AGM will be hosted so as to allow for participants to join via video link. At the AGM, members of the CBS will vote on how the surplus profits will be distributed back to the Schools where solar systems have been installed.
People
Board of Directors
The Directors combine long-term experience in renewable energy finance, helping schools go solar, managing schools and education for sustainable development. The Schools that become members of the CBS may elect additional Directors at the AGM.
Chair
Ann Finlayson
Executive Chair of SEEd, The Sustainability and Environmental Education Charity and Founding member and Chair of the Sustainable Schools Alliance.
35 years’ experience in environmental and sustainability education - teaching, and training teachers in Scotland, Papua New Guinea, Australia, Canada and the UK.
Previous roles include:
- Head of WWF-UK Education Department
- UK Commissioner for Education for Sustainability on the Sustainable Development Commission
- UK lead for the UNESCO global action plan for education for sustainable development
Director
Peter Roberts
Senior Project Manager and Technical Advisor to the Education Funding Agency
15 years’ experience in the education sector overseeing the design and contract management of new schools and capital programmes and ensuring project delivery to specifications and budget.
School Governor.
Associate of the Chartered institute of Building.
Director
Marino Charalambous
CEO of CHATS Academy Trust
Oversees five schools in the Cuckoo Hall Academy Trust, all of which have solar funded or managed by Solar for Schools.
Previous experience in finance and project management at HSBC and Siemens Financial Services as well 15-years at Managing Director level experience in digital marketing consultancies.
Member of the Chartered Institute of Marketing
Director
Ann Flaherty
Business & Project Director for Solar Options for Schools.
Has assisted over 250 schools in going solar over the last 5 years, working with programmes like Eco-Schools, SEEd, Power Your Future, and Engynious before joining SfS
Previous experiencel in co-creating and developing the educational platform for HRH Prince Charles’ Rainforests SOS campaign, and HISTORY’s The People Speak, led by Colin Firth, and over 20 years’ experience in journalism, media and brand marketing
MSc Sustainable Development
Finance Director
Robert Schrimpff
Co-Founder & CEO of Solar Options for Schools Ltd
10 years’ experience in founding and building online businesses such as netXtra and hotels.com followed by 9 years’ experience investing in renewable energy technology companies at TVM Capital and Greencoat Capital.
M.Eng in Aeronautical Engineering from Imperial College London.
MBA in Entrepreneurship and Finance from INSEAD.
Director
Julian Leslie
Head of Network Capability Electricity at the National Grid
Responsible for identifying future GB transmission network requirements and recommending the best economic option. Also for granting system access (connections) to future generation and managing that access for transmission owners, existing generation, DNOs and demand sites while ensuring GB transmission is operable into the future.
A governor at his local school, he is keen to educate the next generation about the challenges of managing intermittent energy sources.
B.Eng in Electrical and Electronic Engineering (Liverpool University) and Fellow Member of the IET.
Conflict of interest statement
Robert Schrimpff and Ann Flaherty are also directors of Solar Options for Schools Ltd. They were two of the founding directors and set-up the CBS. They were involved in drafting many of the original agreements governing the CBS but are prepared to step down in future as schools nominate other suitable directors. They will not participate in any Board approvals on contracts associated with Solar Options for Schools Ltd.
Ann Finlayson and her organisation provide marketing and sustainable education consultancy services to help shape the educational programmes funded and being developed by Solar Options for Schools Ltd.
Marino Charalambous, represents the first 4 schools funded by the CBS and, as such, approved many of the agreements between the CBS and Solar Options for Schools Ltd.
Other than valid expenses, the Directors do not receive any payment as directors, although they are entitled to the small finder fees offered by the CBS to any party making a successful school introduction. They would abstain from approving projects they introduced.
The Directors are not aware of any other actual or potential conflicts of interest.
Material contracts
Solar agreements with each school
Solar agreements with each school
Each school signs a 25-year roof license and power purchase agreement with Solar Options for Schools Ltd.
This entitles Solar Options for Schools Ltd to:
1) An exclusivity period in which to develop the project at no cost to the school.
2) Use of sufficient school roofs to host the solar panels for 25 years.
3) Sell electricity to the school at the agreed price, adjusted annually by RPI for 25 years.
4) The right to assign the agreement to a third party. i.e. the CBS.
The Agreement in turn entitles the schools to:
1) A 25-year green electricity supply contract at a guaranteed price indexed to RPI.
2) A fully insured system covering any damages to the solar panels or from the solar panels.
3) A 50% share in any profits in the project after all operating and financing costs.
4) The right to be a member of the CBS and vote at the AGM on distribution of profits and election of directors.
Project development framework agreement
Project development framework agreement
The Solar for Schools Community Benefit Society has agreed to purchase all projects that meet the investment threshold requirements of the financial model in exchange for paying Solar Options for Schools Ltd a contribution to the acquisition, development, design, project management and commissioning costs of £1,500 + £70 per kW +VAT per school system.As this payment for successful projects is insufficient to cover actual costs and risk, Solar Options for Schools is also entitled to 50% share of the profits within the CBS over the first 25 years of the systems. Solar Options for Schools Ltd is not refunded for development work or third party costs on projects that fail to meet the criteria of the CBS. All third party costs to develop each successfully approved project, as well as all installation and equipment costs, are paid for by the Solar for Schools Community Benefit Society directly, but any cost overruns above the costs assumed in the financial model for each system approved by the CBS are borne by Solar Options for Schools Ltd (SfS). i.e. the CBS does not carry any construction cost overrun risks, these are borne entirely by SfS.
Installer agreements
Each project is built by an MCS-accredited installer with a specialisation on commercial size rooftop installations on schools. Each supplier is fully insured against any damages to the roof, equipment or school and provides a 12-month warranty from day of commissioning rectifying any faults caused from the installation work. In some cases installation companies will procure the equipment, but where Solar Options for Schools (SfS) can do this more cost effectively, they will arrange this at no additional cost in order to increase the profitability of the project to the CBS. All installations are overseen by SfS or independent third parties managed by SfS.
Asset management agreement
Solar for Schools Community Benefit Society (CBS) has entered into an asset management contract with Solar Options for Schools Ltd to provide monitoring, management and administration of each school system, including invoicing schools quarterly, checking and collecting subsidies based on meter readings, liaison with Ofgem and the licensee, oversight of O&M contractors, payments, accounts and secretarial services to the CBS related to each project. Included in the asset management contract is up to one physical site inspection every 3 years for small systems and up to once a year for systems greater than 120kWp if required. There is no additional charge for the core educational programmes and educational resources provided via the Solar for Schools website. Annual fees are £600 per school + £10/kWp + VAT and are invoiced twice a year, indexed to RPI and adjusted from the 1st of April of each year.
The term of the contract is 25 years, but after 18 months it will be reviewed, at which point either party can terminate the contract on 90 days’ notice. Thereafter, the contract will be further reviewed every five years.
Operations and Maintenance (O&M) contracts
Operations and Maintenance (O&M) contracts
Following the 12-month initial warranty period provided by each installer, Solar Options for Schools Ltd will subcontract these services as required by either entering into medium-term O&M agreements with contractors via an open market exercise or paying subcontractors to deliver the services as and when required.
Fundraising and fund management agreement
Fundraising and fund management agreement
Solar Options for Schools Ltd’s (SfS) work in assisting the Solar for Schools Community Benefit Society (CBS) in preparing and paying for all documentation, negotiating and paying third party sources of finance including advisors, funds and banks as well as costs of any administration during the fundraising process is born by SfS at their own risk and is re-funded on a success basis only at a rate of 3% of the funds actually raised.
Annual costs to administer the investor registry, deal with investors' enquiries and arrange interest and re-payments to investors are borne by Solar Options for Schools Ltd (SfS). The CBS pays 0.5-1% of initial funds raised to SfS to perform these services. The fee is set at 1% per year for funds from Bondholders or 0.5% for funds from institutional sources such as banks or funds and are based on total sums raised. The agreement runs until 3 months after all investors have been re-paid in full. SfS is working on reducing future fundraising and fund management costs and once achieved and proven, intends to pass the savings on to the CBS.
Directors' remuneration
Directors are not currently paid for being a directors of the Community Benefit Society, but are reimbursed for legitimate out of pocket expenses in the course of their duties as a director. Individual Directors may from time to time be asked by the board to perform additional services, for which they would be paid an arms length commercial fee. In addition some directors receive introduction fees (£10/kWp) resulting from projects that are successfully completed.
Directors' holdings
The Directors are members of the CBS, but do not receive any financial benefit from their membership.
Diversity
Whilst Solar for Schools Community Benefit Society does not employ anybody directly, it encourages diversity and equal opportunity practices amongst its key suppliers. The board currently consists of 2 women, one of whom holds the position of Chair, and 4 men.
Employee satisfaction
Solar for Schools Community Benefit Society does not employ anybody directly.
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