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Shares prospectus march 13
1. March 2013
Produced by Unity House (Wakefield) Limited — A member owned co-operative
UNITY HALL
Make it special
SHARE PROSPECTUS AN INVITATION TO INVEST
2. MUSIC
Opening in 2014, a 600 seater Events Hall will feature
dance, music, theatre, exhibitions and film.
EVENTS
Utilising both the Main Hall and a 150 seater Function Room,
Unity Hall will offer national standard events and conferencing facilities.
WORK
10,000 sq. ft. of office space will allow 50 creative and digital businesses
to flourish within a hub of creative thinking.
MEETINGS
Creative thought and business can thrive in the 3,500 sq. ft.
of meeting space.
ART
Multiple exhibition spaces will allow local and international
artists to hold outstanding exhibitions of their work.
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
We are close to restoring Unity Hall to its
former glory and turning it into a vital new
hub for the city and the 21st Century – as a
nationally acknowledged music, theatre and
arts venue, a thriving conference centre and
a hot-bed for smart new business innovators.
The timing couldn’t be better. Wakefield
may have been over-shadowed creatively
by other cities in recent years, but many
major initiatives – kick-started by the
award-winning Hepworth Gallery – are
now gaining momentum.
This document is an invitation to subscribe
for shares in Unity House (Wakefield)
Limited, to be part of the purchase of a
999-year lease on the majority of Unity
House, Westgate, Wakefield. The aim is
to develop a member owned community
benefit Society featuring work and events
space for creative entrepreneurs and
residents of Wakefield.
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
THE PROJECT
The aim of the Co-op is:
— To establish Unity Hall as a major venue, especially
for music
— To become the gathering point of creative entrepreneurs in
the city, and to spin off businesses and projects from amongst
its members.
— To become the enterprise heart of a new creative-based
Wakefield University, led by the Backstage Academy and
Wakefield College
— To accommodate all types of locally driven events
— To help transform the Westgate area and attract business
conferencing to the city centre.
Unity House (Wakefield) Ltd was formed in 2011 as an Industrial
and Provident Society for the benefit of the community, with the
aim of transforming Unity House from its current dereliction.
We have agreed with the landlord (Leatham Estates), the
purchase of a 999-year lease on most of the building. Discussions
continue on the leasing of the Smyth Street units.
The 50,000 sq ft listed building, with a 600 seater Events Hall at
its centre, will be refurbished and opened next year. As well as
workspace (10,000 sq ft) and the Main Hall, there will be a
Function Room (150 person capacity) and four other Meeting
Rooms. Building plans are available on the web site.
The building will be kept permanently for social benefit and will
not be sold to a developer as long as it is a going concern.
THE IMPACT
— Workspace and studios for 50 creative businesses
— Re-opening of Wakefield’s largest town centre venue, close to
the refurbished mainline Westgate Station
— Conference, performance and meeting space
— Dance, music, theatre, fairs, exhibitions and film etc
— Co-operative ownership, with profits reinvested to support
young entrepreneurs
— Enterprise projects with the Council, Wakefield College,
Backstage Academy and the Chamber of Commerce
— Support for new start-ups and new business networks
— Mutual enterprise education for schools
— Quality Café on Westgate with a Gallery and exhibition space
THE OFFER
We are seeking to raise an additional £85,000 from the share
issue. This is in addition to the £65,000 raised from 180 people
in the first stage that closed in June 2012. We are particularly
keen to attract investors who may have been concerned about
whether the project would ever go ahead.
All the money raised from this share issue will be devoted
to improvements to the Hall and Function Room and final
pre-construction costs.
— All investors will be celebrated in an installation in Unity Hall
— They will be offered priority bookings and be kept informed
of events
— We intend to pay 6% interest on your investment from the
third year of trading
— You can withdraw your money in the future
The maximum investment is £20,000 and the minimum
investment £200. All investors become members of the
Co-operative.
For any individual or business prepared to invest more than
£20,000, their additional investment can be structured as a
loan. Similarly, we would like to discuss sponsorship possibilities
where appropriate.
Anyone who cannot afford to invest £200 to become a shareholder
is invited to donate whatever they can afford through the ‘Donate’
button on our website.
The current share issue will be open until the end of May 2013.
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
THE PEOPLE
The development started as a partnership between the social
business Shine in Leeds (www.shinebusinesscentre.co.uk) and the
new Co-operative trading as Unity Hall.
One of the founding Shine directors (Chris Hill) has been working
on the Unity House project since 2009. As an independent
developer, he is leading the project on behalf of the Co-op under a
development agreement.
The Co-op now has a strong Board, elected by the Annual General
Meeting in December 2012. The Directors are: Chris Hill,
Murray Edwards (local resident, Executive Director of Theatre Royal
Wakefield), Alex Walker (local architect), Kathryn Morgan (local resident
and Head of Retail and Credit at Yorkshire Bank), Chris Kaye (Design Director
Kaye & Co.), Stewart Russell (Director JPB Facilities Management, former
Southbank marketing manager), Lisa Ford (local resident, Business Manager,
The Supplies Team), Ben Davison (local resident, solicitor), Irene Rhodes
(local resident), Dean Freeman (local resident, promoter and journalist),
Roy Blacker (local resident, financial adviser).
PROGRESS SO FAR
We hope to be on site in June 2013, completing the refurbishment
in May 2014.
Since we were first established, strong partnerships have been
developed with the Theatre Royal Wakefield and Backstage
Academy (based in South Kirby). Between them they are going to
support the programming and delivery of what happens in the
Hall. Strong promoter interest has already been shown in the
venue. Backstage are also investing in the Hall and renting
enterprise space for their graduates moving into self-employment.
Alongside that, we have expressions of interest in about 50% of
the creative workspace and have achieved sponsorship from
Heritage Lottery, The Co-operative Group and Jordans Solicitors
to document the history of the building in a book, film and
permanent exhibition, gathering people’s pictures and stories of
Unity Hall.
The Arts Council have also awarded us money to create art that
picks up on the rich history of the building.
Surveys are complete and a partial strip out has revealed the
exceptional quality of the original work. Planning permission has
been obtained and licensing terms agreed in principle. The tender
process has begun.
Since the share issue was launched in February 2012, we have
come close to achieving our financial targets. Nearly £4m. has
been raised from Wakefield Council, Leeds City Region, Key Fund,
the Architectural Heritage Fund and the European Regional
Development Fund – and of course our shareholders.
Unfortunately we did not get the last piece of funding – the
£500,000 we were seeking from the Arts Council. We have been
invited to re-apply later in the year, but there is always the
chance we will again be unsuccessful. It makes this second stage
share issue even more important.
Why we need more share investment:
— Our partners (Backstage Academy) will support us as best
they can, but will not be able to replace the Arts Council
money if the bid fails. Without investment there will be a
drop in quality (e.g. an inadequate heating system)
— We need to maximise the investment in shares, as we cannot
afford to borrow more money
— The Arts Council money was going into the Hall and
Function Room – this is where all the new share income
will be directed.
INVESTMENT
6. FINANCE REQUIRED
PURCHASE
£700,000 (including fees)
REFURBISHMENT COSTS
£3.5m (£110 psf construction, fixtures
and fittings and professional fees)
CASH FLOW REQUIREMENT
£300,000
TOTAL
£4.4m
FINANCE ACHIEVED
— EUROPEAN REGIONAL
DEVELOPMENT FUND
£1,000,000 grant
— WAKEFIELD COUNCIL
£500,000 grant
— ARCHITECTURAL
HERITAGE FUND
£750,000 loan
— GROWING PLACES FUND
(Leeds City Region)
£1,460,000 loan
— KEY FUND
£50,000 loan
— SHARE ISSUE
£65,000
TOTAL £3.82m
IN PROCESS
— SHARE ISSUE
£85,000
— ESMEE FAIRBAIRN AND
COALFIELDS TRUSTS
£200,000
SUBJECT TO APPLICATION
— ARTS COUNCIL
£400,000
TOTAL
£4.5m
FINANCIAL PROJECTIONS
UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
Profit before depreciation is forecast to occur in 2016
(£102,000), profit after depreciation in 2019 (£66,000). At
that point income is anticipated to be £1,250,000 a year.
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
RISK
Principal risks are seen as:
— Failure to raise the last portion of capital affecting the quality
of the finish of Unity Hall
— Sales not achieving targets.
We are mitigating these risks by working with the Arts Council,
Backstage Academy and you the shareholders to make sure we do
not fall short of our capital targets.
Work has already started on promoting the workspace and
gathering potential users of the Hall and this will be intensified
over the next six months.
In circumstances of future financial failure, 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 written down value.
Membership of the Society and the purchase of shares should be
seen as a social investment to support the aims of the Co-op and
not an investment for personal gain or profit. Membership is not
suitable for anyone who needs immediate access to his or her
capital. Although the Board of Directors will implement prudent
management policies, there is always the risk that you could lose
some or all of your share capital.
CAN I GET MY MONEY BACK AND DO I
GET INTEREST?
Shares are not tradable (you cannot sell them to someone else)
but you can withdraw your money from the 4th year of trading
on agreement of the Board (we will keep back some share capital
to cover such payments). Your share will never be worth more
than its initial value.
The intention is to declare interest at 6% from year 3 of trading.
The interest will be actually paid from year 4 and will not be
paid to individuals until the amount reaches £20. If investors are
willing to waive their right to interest they can tick the box on the
application form.
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
TERMS AND CONDITIONS FOR APPLYING
FOR SHARES
Your Application
You cannot withdraw your application for shares after we receive
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 allocate you
less shares than you applied for. They do not have to give any
reason for their decision.
Your application will be considered for approval at the first
convenient Board of Directors meeting, and therefore you should
not expect an immediate response.
Your Payment
The Directors will acknowledge receipt of your cheque and
application. They will not cash your cheque until they have
approved your application.
If the Board decides not to issue you shares, your cheque will be
returned within 28 days of the Board meeting. If they decide to
issue fewer shares to you than you applied for, they will return
the balance to you (within twenty eight days of that Board of
Directors meeting).
The money will belong to Unity House (Wakefield) Ltd as soon as
the Directors issue shares to you (to the extent that they take it as
payment for shares).
The company will not pay you interest on any money it returns
to you.
THE SMALL PRINT
By completing the application for membership, you consent to the
Society and our contractors and agents holding personal data
about you in accordance with the Data Protection Act 1998.
We do not sell or exchange mailing lists.
Important Notice on Money Laundering
It is a term of this offer that, to ensure compliance with the
Money Laundering Regulations 2007, and the Proceeds of Crime
Act 2002 and such similar legislation, you must have the authority
to sign the application form. If you are signing for another person,
you will provide the Directors with evidence of your authority to
sign if they ask to see it. You will also supply us with proof of
identity and address if asked.
Governing Law and Investor Protection
Unity House (Wakefield) Ltd is not an authorised institution and
does not accept deposits. This means there is no share deposit
protection scheme for investors. Unity House (Wakefield) Ltd is
an exempt person from the regulated activity of deposit taking by
its issue of shares pursuant to Paragraph 24 of the Schedule to
the Financial Services and Markets Act 2000 (“FSMA”)
Exemption (Order 2001). The shares are not a specified
investment for the purposes of Section 22 of FSMA (What is a
Regulated Activity) pursuant to Paragraph 76 of FSMA
(Regulated Activities) Order 2001. The issue of withdrawable
shares, which are not transferable, exempts this document
from the requirements of an approved prospectus required by
Section 85(1) of FSMA. An investment in the withdrawable and
non-transferable shares of an Industrial and Provident Society
is not treated as a controlled investment for the purposes of
Section 21 of FSMA (The Financial Promotion Prohibition)
pursuant to Paragraph 14(3) of Schedule 1 of the FSMA
(Financial Promotion) Order 2005. Unity House (Wakefield) Ltd
has taken all reasonable care to ensure that every statement of
fact or opinion included in this information document is true and
not misleading.
Conflict of Interest
Chris Hill has a conflict of interest as being both a Director of the
Society and service provider (development consultant). However,
as the initiator of the Society paid in part on success fees, he can
guarantee at all times to act in accordance with the best interests
of the Society.
Advice
If you have any doubts about this document please seek advice
from a professional financial adviser.
CONTACT
Unity Hall, c/o Chris Hill
Shine, Harehills Road, Leeds, LS8 5HS
TELEPHONE 0113 388 0000
EMAIL chris.hill@unityhallwakefield.co.uk
WEB unityhallwakefield.co.uk
TWITTER @Unity_Hall
FACEBOOK facebook.com/UnityHall
Unity Hall is the trading name of Unity House
(Wakefield) Limited
Registered as a community benefit company number 31312R
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UNITY HALL Music Events Work Meetings Art / unityhallwakefield.co.uk
APPLICATION FORM
Any individual British Citizen and resident of the UK aged 16 or over and any organisation may apply to become a member of
Unity House (Wakefield) Limited, and may invest in Unity House by applying to buy shares.
Applications for shares must be made on this form. Acceptance of your application will be notified by issue of a Share Statement,
which will be posted as soon as possible.
The Directors reserve the right to reject any applicant in whole or in part, in which case the application monies will be returned
by cheque through the post at the applicant’s risk.
All members must be shareholders and all shareholders must be members.
Name of applicant ..................................................................................................................................................................
Contact name (where applicant is not an individual) ............................................................................................................
Address .....................................................................................................................................................................................
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Postcode ...................................................................................
Telephone .......................................................................... Fax ............................................................................................
Email .........................................................................................................................................................................................
[ ] I wish to apply for membership of Unity House (Wakefield) Limited.
[ ] I agree to be bound by the Rules of the Society.
[ ] I am willing to forego my right to interest payments.
[ ] I have read, accepted and understand the Terms and Conditions set out in this offer and I am aware of the
risks involved in investing in Unity House (Wakefield) Limited. I consent to you holding information in
accordance with the Data Protection Act and communicating by e-mail (if available) rather than post.
I enclose a cheque for ...................... made out to Unity House (Wakefield) Limited for the purchase of
...................... shares (minimum 200) at a value of £1 each.
I have made a BACS payment for ...................... transferred to Unity House (Wakefield) Limited –
Co-operative Bank, account number 65500532, sort code 08-92-99, for the purchase of ...................... Shares
(minimum 200) with the reference (your name) ..........................................................
Signed ............................................................................... Date ...........................................................................................
Print name ...............................................................................................................................................................................
Position in organisation (if applicable) .............................................................................................................................
Please return this form to the registered office -
Unity House (Wakefield) Limited, c/o Chris Hill, Shine, Harehills Road, Leeds, LS8 5HS. Telephone: 0113 388 0000.
This will be the registered office until the refurbishment of Unity Hall is complete.
Applicants and members should be aware that share capital in an Industrial and Provident Society is risk capital and there is a
possibility of loss. This investment is not suitable for those who require income or ready access to their capital. Investors are not
covered by any depositor protection scheme.
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