Community Share Offer 2020 08 SMV · 2020. 8. 12. · } µ } u u µ v ] Ç ^ Z U Z } u u µ v ] Ç...

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R Registered Address: RISC, London Street, Reading, RG1 4PS Page 1 Updated Community Share Offer Invest in community owned hydro power in Reading making green power from blue water The Community Shares Standard Mark is awarded by the Community Shares Unit to share offers that meet national standards of good practice. These standards ensure that: •The offer document and application form are easy to understand. • You are provided with all the facts you need to make an informed decision. • The facts are supported by the business plan for the society. • Nothing in the documents is purposely incorrect, confusing or misleading. Societies are asked to sign a Code of Practice requiring them, among other things, to give the public a right of complaint to the Community Shares Unit. For more information about Community Shares, the Community Shares Standard Mark and the Community Shares Unit please visit: www.communityshares.org.uk What is the Community Shares Standard Mark? Capital at risk warning: You could lose some, or all, of the money you invest in this share offer, without recourse to the Financial Services Compensation Scheme or the Financial Ombudsman Service

Transcript of Community Share Offer 2020 08 SMV · 2020. 8. 12. · } µ } u u µ v ] Ç ^ Z U Z } u u µ v ] Ç...

Page 1: Community Share Offer 2020 08 SMV · 2020. 8. 12. · } µ } u u µ v ] Ç ^ Z U Z } u u µ v ] Ç ^ Z ^ v D l v Z } u u µ v ] Ç ^ Z h v ] o À ] ] W Á Á Á X } u u µ v ] Ç

Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 1

Updated Community Share Offer Invest in community owned hydro power in Reading making green power from blue water

The Community Shares Standard Mark is awarded by the Community Shares Unit to share offers that meet national standards of good practice. These standards ensure that:

•The offer document and application form are easy to understand.

• You are provided with all the facts you need to make an informed decision.

• The facts are supported by the business plan for the society.

• Nothing in the documents is purposely incorrect, confusing or misleading.

Societies are asked to sign a Code of Practice requiring them, among other things, to give the public a right of complaint to the Community Shares Unit. For more information about Community Shares, the Community Shares Standard Mark and the Community Shares Unit please visit: www.communityshares.org.uk

What is the Community Shares Standard Mark?

Capital at risk warning: You could lose some, or all, of the money you invest in this share offer, without recourse to the Financial Services Compensation Scheme or the Financial Ombudsman Service

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 2

Summary Reading Hydro is a volunteer-led Community Benefit Society, a business that supports the community. We have an ambitious plan to build a hydro-electric scheme on the river Thames by Caversham Weir, and operate it as a community-owned asset. We aim to reduce carbon emissions, invest profits into the local community and be part of a more sustainable future for Reading.

Our plan is to install Archimedes Screw turbines beside Caversham Weir. The turbines should generate about 320MWh of renewable electricity each year for decades to come, from the flow of the water. This is enough to supply about 90 average homes. We will also pay for improvements to the local environment around View Island, including a new fish pass to help fish and eels move up the river.

We have secured all the permissions that are needed to build the hydro scheme. Professional advisers are helping us to make best use of the site and achieve value for money. We want to start building the hydro scheme later in 2020.

Our initial share offer, launched in December 2019, targeted £700,000 and raised £880,714. However, detailed design, receipt of tenders and the impact of Covid-19 mean that the capital requirement to build the hydro scheme has increased to £980,000. With this updated share offer, we are asking existing investors to confirm their support, and inviting other members of the communities of Reading and beyond to join us in making this project a reality, by investing in Reading Hydro.

This updated share offer document gives a summary of our plans and explains how you can invest. You can find more public information, such as the Rules of Reading Hydro on the FCA Register at mutuals.fca.org.uk. Our revised Business Plan is on our website, www.hydro.readinguk.org, or you can send a request via @RdgHydro or email us [email protected]

Updated share offer opens: 12th August 2020 Minimum investment: £ 75 Maximum investment: £100,000 Maximum target: £980,000 Shares already allocated, subject to confirmation: £880,714 Deadline: 26th August 2020

The Directors reserve the right to reopen or extend the offer for a further three weeks

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 3

An Invitation from the Directors

We hear every day about the climate emergency, and the need for us all to take action now. Investing in Reading Hydro CBS in 2020 is an opportunity for you to play your part. You will help us build a community project that produces renewable electricity and cuts the use of fossil fuels.

Many of us may have money held for a pension or in savings account; it is difficult to know how this money is being used. Investing in Reading Hydro means that you know where your money is going, and that it is being used to tackle the climate crisis. And as you are investing for the long term, your investment can be passed down the generations.

Investing in Reading Hydro isn’t just about money. We are a Community Benefit Society. This means we are set up to benefit the community, and to encourage people to get involved in positive action to improve the environment. If you invest with us you become a Member of Reading Hydro, and join a community of people who, like you, want to put their money to good use. You also have a say in the decisions that the Society makes.

Your investment in Reading Hydro will bring long term benefits. We expect the turbines installed at Caversham weir to generate renewable electricity for 40 years or more. This electricity will also provide an income for community projects in the local area, as all our profits will benefit the local community.

The Directors of Reading Hydro, and many others, have spent years in working as volunteers to get to this moment. We are confident that we have an appropriate design for a hydropower scheme, which can be built and commissioned at reasonable cost.

What we offer is a win : win : win. We generate renewable energy to tackle climate change; investors receive a reasonable return; and profits benefit the local community. Please be aware, however, that your investment in Reading Hydro is not without risk, and there is a possibility that you might lose some or all of it. Do contact us if you have questions and do discuss your investment with someone you trust.

We look forward to welcoming you as a Reading Hydro investor and Member.

Sophie Paul Chair, Reading Hydro CBS Ltd

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 4

BRINGING HYDRO POWER BACK TO READING Power can be captured wherever a flow of water falls from a higher level to a lower level. Hydroelectric schemes harness this power by converting this potential energy into electricity.

The power output of a hydro scheme depends on the vertical fall of the water or ‘head’, and the flow rate. Our proposed site on the Thames at Caversham weir has a high flow rate but a low head.

Technology and Performance

Historically, water wheels were used to harness the energy of rivers, but modern engineering has produced a variety of more efficient turbine designs. We plan to install two Archimedes screw turbines. In this design, water flows downstream through a large metal screw. The rotation of the screw drives the turbine which is in turn connected to an electricity generator via a gearbox. The generator converts the mechanical energy of the turbine into electrical energy which can then be used or exported.

The scheme will be ‘run-of-river’, which avoids using a dam to control water flow. The output will vary somewhat seasonally, depending on the flow of the river. In addition, we may be required to shut down in periods of very low flow or during flood. Our modelling suggests that the highest generation will be in spring and winter when the UK electricity demand is highest. Generation will be somewhat lower and considerably more variable in summer and autumn (see figure in column opposite, showing the average, minimum and maximum generation in different years).

Archimedean screw turbines are a good choice for the Caversham weir installation because:

i. They are designed for low head sites ii. The screw construction allows fish to pass

downstream through the turbine unharmed. The outlet enables a smooth exit for both fish and water, reducing noise and splashing. (In our scheme, fish and eels will be able to swim upstream via a natural fish pass.)

iii. They are easier and cheaper to install than many other types of turbine. Maintenance and cleaning are also relatively easy, because of the simple mechanical design.

iv. The rotating screws will be visible from the nearby river banks, and will be interesting and educational for members of the public and school/university groups.

Modelling of the electricity generation of a 46kW twin screw scheme at Caversham weir shows how it varied with the season over 26 years (Minimum, average and maximum MWh generated over 3 months)

The design life of the turbines is 40 years, because of their durable construction. We anticipate that they may generate for longer than this. In operation, they will generate an estimated 320MWh of electricity each year and save 140 tonnes of CO2 each year by replacing gas-fired power generation.

We have learned and taken inspiration from other local hydro projects using Archimedes screws, e.g. on the Thames at Mapledurham, Sonning, Windsor, Osney and Sandford.

The Site

The weir at Caversham is the only site identified by the Environment Agency in the Reading area as a ‘win-win’ for hydropower - meaning that it could provide both commercially viable electricity generation and an opportunity to improve the river environment.

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S P R I N G S U M M E R A U T U M N W I N T E R

SEASONAL VARIATION IN PRODUCTION (MWH) FOR

46KW TURBINES

Minimum Average Maximum

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 5

The Reading Hydro scheme will be inserted into the embankment that links View Island (owned by Reading Borough Council) and Caversham weir (owned by the Environment Agency). This was built up over hundreds of years, with a public footpath on it, and is unregistered land. It forms a narrow tract where the

former mill stream was diverted from the Thames to channel water from above the weir behind View Island. Once building works are complete the turbines or culverts will be surrounded by water and fenced off from the public footpath with access being provided via a locked gate.

Helping Fish and Eels migrate

A new fish pass will be made as part of the hydro scheme. It is a natural design and allows both fish and eels to move upstream and will thus improve the river environment. The fish pass will cut into View Island from the mill stream, to the east, where there will be a sluice. From there the ‘technical section’ will run gently downhill to join the existing streambed, and water will flow along this towards the hydro scheme. It will join the river immediately adjacent to the turbines and create an attraction flow for fish. It will be as it is today, a natural and unbounded area forming part of View Island.

Permissions Granted

We have notified Reading Borough Council, the relevant body, of our intention to build on the site, and were granted planning permission in May 2017. We have secured the necessary consents to use the river (abstraction, impoundment, environmental flood defence, fish pass) from the Environment Agency.

Bringing Hydropower Back

Hydropower has a long history of use in Reading. The area was recorded as being in use as a water mill in the Domesday Book of 1086, but towards end of the 19th century we stopped using the river as a source of power. Our scheme will enable the local economy to again benefit from the use of this abundant natural resource.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 6

READING HYDRO AND COMMUNITY INVESTMENT Reading Hydro is an open and democratic society, with regular communication and meetings with members and the local community.

Reading Hydro was formed in September 2015, following work by The Reading Sustainability Centre (TRSC) which secured planning permission and Environment Agency licences. TRSC made an in-kind donation to Reading Hydro of the permissions granted, allowing Reading Hydro to move the project forward.

Our members are local people enthused about the project who have paid at least a pound to join Reading Hydro and have one vote in general meetings of the society. Equally importantly, members provide specialised skills, raise awareness, and help with practical work on site. A large number of members have helped the project in various ways over time, including acting as volunteer Directors. At the end of 2019 we had just over 200 members.

We have open events which are focused on community engagement, although Covid-19 restrictions mean that these are currently on hold. We have attended community events close to the hydro site, recruiting more people as members at each event.

Member and community engagement are important and key aspects of the Society’s governance. We welcome support, ideas, comments and assistance.

Pioneer share offer and other Early Funding

In December 2018, we ran a Pioneer share offer through Crowdfunder, to overcome obstacles to our progress. This Pioneer share offer raised £16,025 from 63 community investors, who accept that their money is fully at risk. The first £12,700 of Pioneer shares bought were eligible for an interest payment in shares, at the rate of 1:10, when the main share offer is made. We also received £4,000 additional investment, and a £15,000 grant from the Reach Fund.

With this funding we secured the final permissions needed from the Environment Agency, achieved Preliminary Accreditation for the Feed-in Tariff from Ofgem, and commissioned detailed designs for the hydropower system.

Main Community Share Offer - Initial

In December 2019 we launched a community share offer, with a funding target of £700,000. By the closing date, we were substantially oversubscribed, with £880,574 applied for by 611 applicants, bringing a large new membership base to Reading Hydro. Nearly two-thirds of applications were for up to £500 of shares.

Number of applications made, by the value of each investment

Over 33% of investment came from a small number of investors providing £10,000 or more, while 75% of the total was raised by 107 members investing more than £1,000. In July 2020 we surveyed applicants to find whether they would stay as investors under our updated share offer, given that the interest rate paid would initially be lower. Out of 225 responses, 5% said they might withdraw, 67% would maintain their investment and 28% would increase it.

Main Community Share Offer - current

Detailed design, receipt of tenders and the impact of Covid-19 mean that we now need £980,000, to install and commission the scheme in 2020/21. We hope that most of our existing investors will stay with us, which means that we will need around £100,000 of new investment.

We are committed to maintaining an open and democratic approach in our financing of the scheme, and to target local investors so that the community benefits from the return on their investment.

up to £7553

over £75, up to £500

348

over £500, up to £1,000

121

over £1,000, up to

£10,000102

Over £10,000

5

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 7

We continue to follow the good practice recommendations of the Community Shares Unit. These include limiting the amount of capital held by an individual investor to £100,000, the legal limit.

We still wish to encourage wide opportunity for investment, and have kept the minimum investment at a relatively low £75.

The share offer will open on 12th August 2020, and close on 26th August 2020, or when the target has been reached (if earlier). The Board reserves the right to extend the offer, up to a further three weeks.

Who can Invest?

Existing investors

All members who invested in our initial Main Share Offer will be contacted and asked to confirm whether they want to withdraw some or all of their investment, retain the current amount or increase it. Applications to increase your shareholding can be made using the application form (available on our website) or online here. Note that any increase must not take the investor over the £100,000 maximum on an individual’s holding.

We will assume that any investor wishes to retain their existing investment, if they do not respond by the close of the updated offer. The Board will honour requests for withdrawals from members who did not respond before the close of the updated offer, if they are made within a reasonable time.

New investors

We can accept new applications for investment from individuals over the age of 16, and from companies and organisations. Each share is worth £1. You may apply for between £75 and £100,000 of shares. Investments of £15,000 or more may be subject to money-laundering checks as required by law.

Applications can be made using the application form (available on our website) or online here.

A hydro scheme is a long-term investment with a return which will span the generations. Parents and grandparents can invest in Reading Hydro now on behalf of their children and grandchildren. Applicants may state a preference to hold shares for a particular period (eg five, ten, eighteen years). The Board will make every effort to honour these requests.

The society is expecting to repay 75% of the capital raised over the first 20 years of the project. It is anticipated that part of this will be in response to requests for withdrawal of shares from members, and part a pro-rata repayment of all members. In order to manage the cash requirements of repayments, we anticipate running further open share offers to raise funds for repayment, so the members holding share capital in twenty years’ time may be different to those who initially invested.

Undersubscription and Oversubscription

If we do not reach the maximum investment amount, the Board reserves the right to extend the share offer for a period of up to three weeks.

If we reach the maximum amount the offer will be closed to new investors. Reading Hydro will maintain a waiting list in case applications are not fulfilled.

Benefits to Investors and the Community

If you decide to buy shares in Reading Hydro you are investing in a sustainable future. The hydroelectricity generated at Caversham weir will cut CO2 emissions, provide a return for shareholders, and benefit the local community.

Once the scheme is built and operating profitably, we are aiming for a long-term return of 4%, or to match the inflation rate if this is higher, but expect to pay 2% for the first three years (ie until the years ending September 2024), 3% for the next three years, and 4% thereafter. We intend to make payments to investors, after our first full year of operation, as below:

Year investment / payment date

Rate of return

Year 0. 2019/20

Investment made in 2020

Year 1, 2020/21

n/a 0%

Year 2 2021/22

Payment made Jan-Mar 2022

2%

Year 3-4 to 2023/24

Payment made Jan-Mar each year

2%

Year 5-7 to 2026/27

Payment made Jan-Mar 2025

3%

Year 8 on 2027/28 on

Payment made Jan-Mar each year

4%

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 8

As our income is linked to inflation, we always intend to pay interest at or above the inflation rate applied to FITs: if inflation rises above 3% or 4%, the interest rate will increase to match it.

The Directors will recommend to the Members what return and capital to pay to investors (subject to the

maximum rates above) and how much is available as a benefit to the community. The amounts will depend on the finances of the society and will be decided by Members at the AGM each year. As investors are repaid, the proportion of the income available to benefit the community will increase.

FINANCES Costs

Building a hydropower scheme is capital intensive, because the main costs occur before the scheme starts generating income.

The major cost for the project is civils work, which has proved to be considerably higher than our initial budget of £250,000. With support from Renewables First, who acted as principal designers, we undertook a procurement process throughout the first half in 2020. Following revisions of the specification we have selected a preferred contractor, and are currently negotiating the contract. Civil works includes dewatering the construction site, creating a channel through the embankment, the construction of the structure for the rough trough outline, and building a turbine house for the controls. Access to the site will be by a floating pontoon, with a crane used at critical points. The contract price for the civils work is up to £507,000, with additional cost for access works, grid Connection, and the fish and eel pass.

These costs are based on a firm offer based on detailed designs and ground investigations, so the Directors are confident they are realistic. Until the groundwork is complete, there is scope for variation, but this has been priced into the contingency.

We have placed an order for two 2.6m diameter Archimedes screw turbines rated at 64kW, and generators and inverters rated at 46kW, at a cost of £223,700. Delivery is scheduled for February 2021.

Development fees of £50,100, and marketing and share offer costs of £25,830 will be capitalised on completion of the work. The cost of the turbines is spread over their 40-year design life through depreciation. Given the long-term uncertainties over

the price of power, depreciation is higher for the first 20 years.

We assume that the generator and bearings will need to be replaced after 20 years, at a cost of £120,000. Over years 1 to 20 money will be set aside in an Operating Reserve to pay for this. When the generators are replaced, we expect to increase the installed capacity to 64kW, and thus increase the electricity generation.

Income

Ofgem has confirmed that 46kW of generation capacity at Caversham is pre-registered for the Feed-in tariff (FITs). This is the government incentive to cover the increased costs of renewable energy generation. FITs will provide an income of about 8p per kWh, which is guaranteed to rise with inflation, for the next 20 years. To benefit from the FITs, the installation must be commissioned by 27 September 2021.

Reading Hydro may sell the electricity produced to the grid at the export tariff rate (currently 5.24p per kWh), but intends to sell directly to a single customer at a higher price. There are significant users of electricity nearby, and we have had positive discussions with Thames Lido. Detailed analysis of their electricity use over the last year indicates that they could use nearly all of our output. Thames Lido has provided a letter of intent for a long-term Power Purchase Agreement (PPA) with Reading Hydro, at a price which rises with inflation.

If 95% of our estimated generation of 320 MWh per year is sold to Thames Lido and 5% at the grid export rate, then our total income will be about £63,000 in year one, increasing with inflation each year for the next 20 years.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 9

The graph above shows annual income and expenditure (left hand axis) and total share capital held (right hand axis) over 20 years, including replacing generators in year 20.

In the first 10 years the major costs are depreciation, return to investors and share repayments. As shareholders are repaid (blue line, right-hand axis), their invested capital decreases and the return paid therefore reduces. Accordingly, more of our profits earned will be available for community benefit. We expect the benefit over 40 years to be about £550,000 (in current money).

After 20 years, the FITs will expire, but the turbines should still be able to generate for another 20 years, We therefore expect to continue selling electricity on the open market. Given the unpredictability of demand, we assumed, conservatively, that we will sell at the current export tariff rate, increased with inflation, for years 21-40.

Predicted generation in years 1 to 20 is based upon a generating capacity of 46kW. For years 21 onwards we expect a 33% increase in annual generation, through increasing the generating capacity to 65kW.

Use of capital raised

The £980,000 capital raised during the share offer will be used as follows:

Archimedes Screw Turbines £223,700 Civils construction costs £507,000 Fish pass and access works £35,000 Grid connection £18,300 Financing of development fees £50,100 Marketing and share offer costs £15,500 Total construction /development cost £849,600 Contingency for M&E work £24,500 Contingency for civils £61,000 Contingency for fish pass and access £3,500 Contingency for grid connection £18,300 Project Management / working capital £23,100 Total contingency & related costs £130,400 Total Capital raised £980,000

Our current financial position includes cash balances of £685,718 at the end of July, and commitments made (consultancy and Archimedes Screws) amounting to £192,000. This share offer should increase cash held by about £200,000, allowing the Society to complete the construction.

If we do not immediately secure the full £980,000 for completion of work, Reading Hydro will extend the share offer. We will also consider commercial borrowing from ethical lenders such as Triodos or Unity Trust Banks, Co-operative and Community Finance or institutional investment or low-cost borrowing from public bodies, lottery funders, and Trusts & Foundation. As costs have risen, however, the risk to investors have also increased, and the returns available are reduced. We initially modelled an interest rate of 4% from our first year of operation, but we now expect to pay 2% for three years, 3% for the next three years, and 4% from then onwards.

£0

£2

£4

£6

£8

£10

£12

£0

£50,000

£100,000

£150,000

£200,000

Reading Hydro: summary of finance over 20 years

Operating costs DepreciationInterest to members Community benefitTotal income Share capital held

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 10

GOVERNANCE AND THE DIRECTORSReading Hydro is a Community Benefit Society, democratically run with an asset lock to preserve the hydropower site for the community. Individuals and organisations that support the objects of Reading Hydro may become members. Each member has an equal voice in the Society, regardless of shareholding; each member has one vote, regardless of the amount invested. These are incorporated in the Society’s rules and are on our website.

The volunteer Directors are drawn from, and elected by, the membership. Members are encouraged to consider standing for election to the Board. Members (and other people) provide support by raising awareness and taking part in members’ meetings and Action Evenings where we work on practical activities to move Reading Hydro forward. We also have open events which are focused on community engagement.

SOPHIE PAUL, Chair

“I delight in the smell of the water going over Caversham Weir, along with the sight and sound of power in that water.”

Sophie has lived in Reading for 24 years. She has a MSc in hydrogeology, and a wide background scientific research, IT development, governance and strategy, in addition to many years of involvement in a wide range community projects in the UK and abroad.

ANNE WHELDON, Secretary

“We really need to have more hydro to give a balanced sustainable energy supply mix, and where better to do it than in Reading.”

Anne started life as a physicist, quickly steering this towards the environment with a PhD in environmental physics. She spent a large part of her career in sustainable energy and international development, including running the MSc in Renewable Energy and the Environment at the University of Reading. More recently, she worked for 12 years for the sustainable energy charity Ashden as technical director and adviser.

TONY COWLING, Technology & Founder

“Passions of mine are both renewable energy and driving forward sustainability through education. Originating from The Reading Sustainability Centre the Hydro project combines the two!”

Tony graduated from Reading University in the seventies with a PhD in chemistry. Inspired by sustainability, he’s been involved in a variety of initiatives in Reading and beyond, including, Reading Energy Pioneers and the DraughtBusters project of Transition Town Reading.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 11

MICHAEL BEAVEN, Fundraising

“I’ve seen new turbines start generating renewable electricity elsewhere on the Thames and am inspired by the work that has been done to make this happen in Reading too.”

Michael has a background in finance and fundraising in the voluntary sector and is a Licenced Community Shares Practitioner. He works for Our Community Enterprise, an employee-owned company in Maidenhead. He is also a Director of MaidEnergy, a renewable energy co-op that has installed 100kW of solar panels on community buildings, financed by a Community share offer to the public.

ANDY TUNSTALL, Strategy & Marketing

“It’s great to be involved with something that will have so much benefit to the community of Reading on so many levels.”

Andy has a background in oil, water and energy in posts ranging from finance, IT, sales, marketing and strategy. He has recently completed the MSc in Renewable Energy at University of Reading and is also a director of The Green Group UK Ltd . He joins Reading Hydro CBS to help advise on business strategy, partnership development and the all-important share raise to make the idea into reality.

DAVID WHIPPLE, Technology

“I keep my hydro skills refreshed by helping my grandchildren dam streams on the beach on holiday.”

David’s whole career has been working with water. Now retired, he worked for a big Reading-based engineering consultancy as a hydraulic specialist on many large dams and hydro-electric projects (eg Kariba Dam in Zambia, Victoria Dam in Sri Lanka, Glendoe, Sloy and Foyers in Scotland) and numerous smaller dams, weirs, river training works, flood defences and fish passes both overseas and in the UK.

Reading Hydro holds Annual General Meetings, and additional one-off general meetings if required. Our accounts are published annually, on our website, and are openly available to all.

We encourage membership of Reading Hydro. Anyone can contact us by emailing [email protected], through the Reading Hydro Project Facebook group, through @rdghydro on Twitter or Instagram, and by signing up for our newsletter via our website: www.hydro.readinguk.org. We are exploring community involvement in the construction of the natural fish pass, including using this as a volunteer and educational opportunity. Once constructed, we intend to use the accessibility and visibility of the Archimedes Screws at Caversham weir as a means to increase engagement with positive action to tackle climate change. Volunteers will be able to assist with tasks such as clearing trash screens and other basic maintenance, and to engage in further activity, such as work to promote using energy more efficiently and cut energy use.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 12

Conflicts of Interest

In autumn 2019, Reading Hydro directors contracted with Our Community Enterprise to develop the initial Business Plan and share offer document, ready for independent assessment for the Standard Mark. Michael Beaven, who is also a Director of Our Community Enterprise, took no part in the decision by Reading Hydro to award the contract.

Reading Hydro grew out of the work of The Reading Sustainability Centre (TRSC), a CIC limited by guarantee (09379870), and Tony Cowling is a volunteer Director of both organisations.

Other than disclosed above, no directors received remuneration from Reading Hydro CBS Ltd. Our role as Directors is voluntary and has no payment, other than expenses.

RISK FACTORS Reading Hydro is a community benefit society and is registered with the Financial Conduct Authority. The prime reason for such societies to fundraise is to create social benefit; money paid for shares is not safeguarded by any depositor protection scheme or dispute resolution scheme.

Investment Risks

All investment and commercial activities carry risk. Applicants should take appropriate advice and make their own risk assessment whilst bearing in mind the social and environmental aspects of the project.

Your investment is fully at risk. If the society fails, you may lose some, or all, of the money you have invested. Shares in the society are not transferable and therefore cannot be sold except back to the Society for the price paid for them. Shares may not be withdrawn except at the discretion of the Board. It the society lacks sufficient funds to enable shares to be withdrawn, withdrawal may be delayed, or the value of the shares written down.

The target return is not guaranteed, as the possible returns are based on informed assessments relating to variable, changeable and uncertain factors. You have no right of complaint to the Financial Ombudsman or the Financial Services Compensation Scheme.

Renewable Energy Risks Government policy towards renewable energy may

change. A significant source of income for Reading Hydro is the Feed-in Tariff. Reading Hydro’s profitability depends on the FITs continuing to be paid in accordance with current legal regulations and future governments honouring this obligation.

Long-term changes to weather patterns could result in lower levels of production. However, Reading Hydro is aware of no evidence suggesting that this will affect energy production at our sites disproportionately more than anywhere else. Long term increases in flood or drought could affect flow levels and potential generation.

• It is very difficult to predict either the generation of, or the demand for, electricity in 20 years’ time. Some National Grid scenarios project that rapid decarbonisation could lead to an oversupply of electricity in the 2040s, with insufficient storage capacity to utilise this. Equally, rapid adoption of electric vehicles and heat pumps, for example, could increase demand for electricity as fast as generation increases. New developments in electricity storage and electric cars may also significantly increase distributed storage capacity on the Grid.

• Ofgem is reviewing how the infrastructure costs of the grid are financed, and the Targeted Charging Review may lead to increased cost for distributed generation.

Risks specific to the Reading Hydro project • Warranties will be in place in the event of

breakdown of the equipment. However, equipment suppliers, contractors, purchasers of electricity or other contracting parties with the Society could fail to meet their obligations.

• Accidental and malicious damage are also covered under insurance and public liability insurance is provided. However, there may be equipment fitting charges associated with replacing failed equipment which may not be covered by insurances and warranties, and this would increase

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 13

maintenance cost and this impact on the organisation’s profits. Reading Hydro may self-insure, and accept the risk of loss of income and increased costs, in return for long-term savings on insurance costs which can be retained within the society.

• The projections are based on the predicted energy yield of the project. If it were to be lower on average over the project period, then members’ return would reduce for the years in question.

• The project only uses a small part of the flow of the Thames at Caversham, which allows it to operate with a high (79%) load factor, based on calculations from Renewables First, using Environment Agency data for the site. Experience suggests this may vary by 8-9% (i.e. from 79% to 72%). The average load factor across areas is lower than we expect to achieve at Caversham, so we have tested the financial model with a 70% load factor. This would reduce the overall funds available to investors and to community benefit by approximately £158,000 over the life of the project, but the financial model is still viable.

• Directional drilling to enable the private wire may not be successful, requiring alternative arrangements that may involve a wayleave with the Environment Agency to use existing infrastructure.

• The site includes some difficult ground conditions (flints within chalk, 100 year old embankment), which may slow progress, require additional strengthening or repeated operations. The risks associated with this have been included in the contingency.

• Problems may arise with operating the crane to transfer materials to the site – e.g. unstable ground or a load dropped. Close liaison with the crane operator and review of the temporary works design with mitigate this.

• Direct sales to an individual client may not achieve the price or quantity modelled, or may be ended before the expected period, e.g. because of closure of the business or prolonged interruption to its operation, e.g. as a result of fire or flood. We are confident that an agreement with Thames Lido at the price and quantity expected can be reached, and that the business is likely to be operational in the medium-term. Legal agreements will ensure that there are pass-through arrangements in place

to allow electricity to be sold to other clients if Thames Lido could not use our power.

The project is reliant upon commissioning before the expiry of the validity period for FITs, which is September 2021 for a community organisation. If, due to any or all of financing delays, extended lead times and weather-related events, work is not complete by this date, then it is unlikely that investors would receive much more than their money back.

Covid-19 may cause delays. The number of people on site may be reduced because of regulations or illness, slowing the rate of work. Should transmission to a construction worker or volunteer occur on site, then the site may be shut down for 14 days. Reading Hydro itself and all contractors involved will undertake specific risk assessments to minimise the risk of Covid-19 transmission.

The cost of the turbines may increase because of fluctuations in the exchange rate between the pound and euro, or through levying of import duty if the UK fails to agree a satisfactory trade deal with the EU. We will mitigate this risk by paying a significant proportion of the turbine cost in advance.

The site is on unregistered land, but requires use of land owned by Reading Borough Council, and there is a possibility that work could be delayed if permission for use are not in place. The site is included in the Local Plan, and officers and Councillors have been supportive, so we are confident that any delays will be minimal.

If the share offer does not raise the finance required, work could be halted until alternative financing arrangements are in place. These arrangements may raise the cost of capital, and lengthen the period during which returns to investors will be below our long-term target rate of 4%.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 14

TERMS & CONDITIONS This share offer is 980,000 shares offered at £1 each. 880,574 of these shares have already been allocated, but are subject to confirmation that investors wish to retain them. The offer opens on 12th August 2020 and closes on 26th August 2020. The Reading Hydro Board reserves the right to extend the closing date by 3 weeks if the target is not reached. All individuals and organisations who purchase shares must become members of Reading Hydro. The minimum investment is £75 per member and the maximum is £100,000, which is the legal limit for most investors. Our aim is that all applicants will become members, provided that we have received a correctly-completed application form and payment from them by the closing date. However, investors should note that the number of shares applied for will not guarantee the number of shares allocated. If the offer is over-subscribed the Board reserves the right to scale down or reject an application. Regulatory Matters Reading Hydro is a Registered Society and, in offering withdrawable shares, it is exempt from the requirement to be regulated under the Financial Services and Markets Act 2000(FSMA) and subsidiary regulations. You should be aware that this offer is unregulated; there is a risk you may lose some, or all, of the amount invested, and there are no statutory rights to compensation or complaint. Annual payment to investors will be calculated according to the income and expenditure achieved, compared to projected results. The projected long term return on shares is 4%, paid annually, although it will be lower for six years. Shares and Membership This is a long-term investment. Shares are not transferable. They will not be traded on any stock exchange. Anyone buying shares on behalf of an organisation must specify a person over 16 to act as their nominee and be listed in the share register on behalf of that organisation. On the death of a member of the society, their personal representative can apply for withdrawal of the shares. Alternatively, shares can be inherited in accordance with instructions in their will. Shares do not increase in value. Shares may decrease in value if the society experiences unforeseen and substantial losses.

Repayment of Share Capital The Board will hold funds to allow for the repayment of share capital for members in financial hardship, or who wish to use their money for other purposes. After year 4, Reading Hydro also expects to repay about 5% of the share capital to each investor each year (£50 of a £1,000 shareholding), subject to financial performance. The Board will redeem the same proportion of every member’s shareholding at £1 per share. If cash is not immediately available to allow repayment, the Board may authorise an open share offer to raise sufficient funds to allow existing members to have their shares repaid. The Reading Hydro CBS business plan and society’s rules are available on our website for review; together with this document they underpin our contract with you as an investor.

Eligibility This investment opportunity is open to individuals over the age of 16, corporate bodies or nominees of unincorporated associations. The purchase of shares automatically registers you as a Reading Hydro member.

This is a long-term investment. It is unlike investments in a for-profit enterprise where investors typically seek to share in profits through dividends and to make capital gains from an increase in the value of shares held which are freely marketable.

Cost of Shares & Investments There is a single class of shares with a nominal value of £1. This value does not change. The minimum investment is £75. The maximum investment is £100,000. Existing members can make further investments provided their aggregate investment does not exceed the maximum amount.

Membership & Voting All members of Reading Hydro have one vote regardless of how many shares they hold.

Sale or Withdrawal of Shares Shares in Reading Hydro cannot be sold to a third party or traded and there is no prospect of them ever being worth more than their nominal value of £1. Shares under this offer are not transferable to third parties except on the death of a shareholder.

Parents and grandparents can invest for their children and grandchildren. A return earned will be paid to the beneficiary named by the investor in their membership

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 15

application. Shares owned this way are exempt from inheritance tax when passed on.

Members may apply to withdraw shares giving 90 days’ notice. However, members do not have an absolute right to withdraw shares, and it is not guaranteed that they will be able to do so. Withdrawal will be authorised at the discretion of the directors, and you may not be able to withdraw the full amount. The directors of Reading Hydro have the right to change the notice period for withdrawals, or to suspend withdrawals. Reading Hydro will not repay you more than you paid for the 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 will receive only their written down value.

Provision on the death of a Member In accordance with the Society’s Rules, on the death of a Member of the Society their personal representative can

apply for withdrawal of the Share capital. Return of Share capital under this provision will be prioritised by the Board over any other return of Members’ capital.

Declaration In signing the Application Form you are making an irrevocable offer to enter into a contract with the Society. Under Money Laundering Regulations, you may be required to produce satisfactory evidence of your identity and it is a condition of the Offer that you do so as requested. Non-UK residents must take responsibility for ensuring that there are no laws or regulations in their own country that would prevent them from investing in or receiving income from a UK Society.

Ongoing Communication We will keep members informed of developments through our website, emails, newsletters, the Annual Report, the Annual General Meeting and any general member meetings that may be deemed necessary or of interest to members.

FREQUENTLY ASKED QUESTIONS Can I get my money back if I need it? Yes, but it may not be immediate (p12). Requests for withdrawals have to be agreed by Directors, who need to confirm that the Society has sufficient cash. You may have to wait for Reading Hydro to raise share capital from other investors to pay you back.

What happens if you do not reach the target? If we do not raise £980,000, even after extending the share offer, then we will still proceed, and allocate shares to members as requested. We will seek alternative financing for the balance of the funding required and will prioritise repaying this as soon as possible.

What happens if too many people want to invest? If we reach our maximum target of £980,000 (p7), we will close the offer. All existing applicants will be allocated the full number of shares they have asked to retain. We may scale down individual applications from new applicants if needed (p12). We will give priority to local investors (residents of Reading BC, or postcode areas RG1-6 and RG30-31).

Can I keep my money in Reading Hydro for a long time? The turbines will be generating electricity and giving an income for 40 years, but the directors intend to gradually repay capital to investors, so your shareholding will decrease. It is possible that the Directors will authorise a second share offer, so you might be able to invest more money in future.

Is the return guaranteed? No – we are set up to benefit the community, so that has to come first (p7). In the first five years we expect the return to be below our long-term target of 4% return to investors. If Reading Hydro’s income is reduced, then the return payments may be lower than our target level for longer than this. But all our forecasts show that the long-term interest rate should be 4% - possibly even more if inflation increases.

What does a Community Benefit Society with an asset lock mean? A Community Benefit Society is a community business, democratically run by its members, set up to make the world a better place (p10). Investors become members, with an equal say in how the business runs. The asset lock means that investors will not benefit financially if the society disbands – any money or other assets left after repaying shares will go to similar organisations or projects.

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Reading Hydro CBS Ltd is a Community Benefit Society registered with the Financial Conduct Authority Reg No: 7212R

Registered Address: RISC, London Street, Reading, RG1 4PS Page 16

READING HYDRO Join us in tackling climate change, using the power of the Thames to generate energy for the local area.

“I delight in the smell of the water going over Caversham Weir, along with the sight

and sound of power in that water”