1. U NI TY H ALLBe part of itSHARE PROSPECTUS AN INVITATION TO INVESTThe jewel in Wakefields crown and your invitation to a stake in itFebruary 2012Produced by Unity House (Wakefield) Limited A member owned co-operative

2. MUSIC Opening in 2013, a 650 seater events hall will feature dance, music, theatre, exhibitions and film. EVENTS Utilising both the Main Hall and an 80 seater function room,Unity Hall will offer national standard events and conferencing facilities. WO R K12,000 sq. ft. of office space will allow 50 creative and digital businesses to flourish within a hub of creative thinking. MEETINGSCreative thought and business can thrive in the 3,500 sq. ft. of meeting space. A RTMultiple exhibition spaces will allow local and international artists to hold outstanding exhibitions of their work. 3. 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 couldnt 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...................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 4. THE PROJECT THE IMPACTThe aim of the Co-op is fourfold: Workspace and studios for 50 creative and digital businesses To establish Unity Hall as a major venue, especially Re-opening of Wakefields largest town centre venue, next tofor music the station To become the gathering point of creative entrepreneurs in Conference, performance and meeting spacethe city, and to spin off businesses and projects from amongst Dance, music, theatre, fairs, exhibitions and film etcits members Co-operative ownership, with profits reinvested to support To accommodate all types of locally driven events young entrepreneurs To help transform the Westgate area and attract business Enterprise projects with the Council, Wakefield College,conferencing to the city centre.Leeds Met University and the Chamber of Commerce Support for new start-ups and new business networksUnity House (Wakefield) Limited was formed in 2011 as an Mutual enterprise education for schoolsIndustrial and Provident Society for the benefit of the community, Quality caf on Westgate with exhibition space forwith the aim of turning Unity House into a creative workspace independent retailersthat mixes business with music, theatre, exhibitions and meetings.We have agreed with the landlord, Leatham Estates, the purchase THE PEOPLEof a 999-year lease on most of the building (a pub / restaurant islikely to take the ground floor on Smyth Street unit and Buzz The development is a partnership between Shine in Leedsnightclub will remain in the basement). (www.shinebusinesscentre.co.uk) and the new co-operative andwill trade as Unity Hall.Within three years we want to build a Wakefield co-operative of800 creative entrepreneurs and supporters.Shine is a social business that gives over 90% of its profits tosupporting young entrepreneurs and artists. One of the foundingThe 50,000 sq ft listed building, with a 650-seater events hall atdirectors, Chris Hill has been working on the Unity House projectits centre, will be refurbished and opened in 2013. As well assince 2009 and will lead the development on behalf of the Co-opworkspace and an events hall, there will be a function room and under a development agreement.at least four other meeting rooms.The Co-op is in the process of building its Board andA co-operative project will be developed to work with schoolmembership. The founding directors are:and college students to link the co-operative successes of theCHRIS HILL19th century to the mutual enterprise potential that exists MURRAY EDWARDS Chief Executive of Wakefield Theatre Royaltoday and the majority of profits will go to supporting young ALEX WALKER Director, Alex Walker Architectureentrepreneurs in the city.KATHRYN MORGAN Acting Head of Retail and Credit atYorkshire BankA combination of European money, grants and loans will raise theCHRIS KAYE Design Director, Kaye & Co.4.4m needed for the whole project. LISA FORD Business Manager, The Supplies TeamANDY WALLHEAD Head of Regeneration, Wakefield CouncilThe building will be kept permanently for social benefit and willnot be sold to a developer as long as it is a going concern.We hope to recruit many new members during the share issue andin 2013 the first AGM of the Co-op will elect the Board on thebasis of one-member, one-vote...................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 5. PROGRESS SO FAR WHY WE NEED YOUR SUPPORTWe have agreed a lease purchase price with the landlord ofTotal project costs will be between 3.5 and 4.4m depending650,000 plus fees subject to full surveys and the raisingon our ability to raise over 2m in grant finance. 200,000 mayof finance. seem a small part of 4.4m, but the reasons we need it are: The money comes in early to pay for survey andProvisional estimates of refurbishment costs, professional fees andpre-construction workproject management have been obtained. Some of the grant money may not come through Equity investment costs less than a loan, so makes theA bid to Europe for 1.4m is going forward for outline approval. venture more viable People investing gives confidence to other funders that theWakefield Council are considering granting 500,000 to project will succeedthe project. We want a mass of shareholders to bring the project to life.Additional support is hoped for from the Arts Council.All the money raised from this share issue will be devoted topurchase of the lease and pre-purchase necessities like planning,Key Fund have agreed a 50,000 loan (used to launch this sharesurveys, legal costs and project management.issue) and Lloyds Bank and the Architectural Heritage Fund areinterested in lending to the project, with a council backed The maximum investment is 20,000 and the minimumapplication to the Growing Places loan fund in April 2012.investment 200. All investors become members of theco-operative.The majority of the funding should be confirmed by March 2012,with Arts Council and Growing Places bids decided on over the For any individual or business prepared to invest more thansummer of 2012. 20,000, their additional investment can be structured as aloan. Similarly we would like to discuss sponsorship possibilitiesProfessional Services for the building (Architect etc) have where appropriate.been tendered.Anyone who cannot afford to invest 200 to become a shareholderDiscussions are underway with Wakefield College, Theatre Royal, is invited to donate whatever they can afford through the Donatethe Council and Back Stage Academy to become users of the button on our website.building. Private business leaders in Wakefield like Marcus Dyson(Eleventeenth), Ian Taylor (Media Displays) and Adeem YounisAll shareholding investors will be celebrated in a piece of public(Singlemuslim.com) are equally supportive and at least four art within the building. They will be offered priority bookings andcreative businesses have already signalled an interest in moving in.be kept informed of events.The current share issue will be open until May 18th 2012.FUTURE PLANSWe have applied to the Arts Council for help in developing theevents programme and artistic theme for the building. We havealso applied to Heritage Lottery to fund research into the historyof Unity House (oral and written) that will end up in theproduction of a booklet. We will be asking every shareholder tocontribute their ideas about what should feature in Unity House how it should look, the facilities needed, the events we should puton and the people we should involve.Co-operation is not about voting once a year, but about workingtogether to make things happen...................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 6. FINANCIAL PROJECTIONSINVESTMENTPURCHASEREFURBISHMENT COSTS CASH FLOW REQUIREMENTTOTAL700,000 (including fees) 3.5m Including fees and fixtures 200,000 4.4mINCOMELOAN TARGET GRANT TARGETEQUITY TARGETTOTAL1.7m Key Fund, Lloyds Bank,2.5m ERDF, Wakefield Council,200,000 Community share issue 4.4mArchitectural Heritage Fund and Arts Council and TrustsGrowing Places loan fund 7. HOW THE MAIN HALL MAY LOOKPREDICTED CASE LONG TERM SCENARIO TO 2021FINANCIAL YEAR 2011-2012 2012-2013 2013-2014 2014-2015 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 TotalTO MARCHTURNOVER 0 0100,300 340,900 511,700 695,500 808,000 867,432 912,228 962,742 5,198,802DIRECT COSTS 0 044,75098,200115,800 133,400 153,098 164,078 175,842 188,899 1,074,067GROSS PROFIT 0 055,550242,700 395,900 562,100 654,902 703,354 736,386 773,843 4,124,735OVERHEADS1,600 10,000 249,650 419,086 426,585 426,586 442,661 459,378 476,777 496,020 3,408,343OTHER COSTS648 37,861 160,013 183,432 179,066 171,588 164,601 157,806 151,218 145,032 1,351,265DEPRECIATION 0 24,833 90,10095,65691,99088,47085,09181,84778,73475,745712,466OPERATING PROFIT (2,248) (23,028) (264,013) (264,162) (117,761) 52,396132,731 168,017 187,125 208,536 77,593INTEREST EXPENSE 1,025 3,27742,68182,50082,50082,50082,50082,50082,50082,500624,483NET PROFIT (3,273) (26,305) (306,694) (346,662) (200,261) (30,104)50,23185,517104,625 126,036 (546,890)CUMULATIVE (3,273) (29,578) (336,272) (682,934) (883,195) (913,299) (863,068) (777,551) (672,926) (546,890) (546,890)EBITDA (2,248) 1,805(173,913) (168,506) (25,771)140,866 217,822 249,864 265,859 284,281 790,059EBTDA(3,273) (1,472)(216,594) (251,006) (108,271) 58,366135,322 167,364 183,359 201,781 165,576 8. RISKCAN I GET MY MONEY BACK AND DO IGET INTEREST?Principal risks are seen as: Raising insufficient capital for the project to go aheadShares are not tradable (you cannot sell them to someone else) The cost of the project escalating due to surveys revealing but you can withdraw your money from the 4th year of trading deterioration of the fabric of the buildingon agreement of the Board (we will keep back some share capital Sales not achieving targets.to cover such payments). Your shares will never be worth morethan their initial value.The first two issues will be resolved with the minimumexpenditure of share capital (early survey work and in principle, The intention is to declare interest at above the rate of inflationcommitment from funders). from year 3 of trading. The interest will be actually paid fromyear 4 and will not be paid to individuals until the amountIf the result is negative and the purchase of the lease does notreaches 20. If investors are willing to waive their right togo ahead (expected around August 2012), your money will interest they can tick the box on the application form.be returned to you before June 2013, less the amount that hasbeen spent on the items listed above, evenly proportionedbetween shareholders. NEXT STEPSInvestors can fill in the application attached to this prospectusIn circumstances of future financial failure, the directors may beand return it with a cheque made out to Unity House (Wakefield)compelled to write down the value of your shares. Should youLimited. Alternatively, they can return the signed form and makethen wish to withdraw your shares, you should expect to receive a BACS payment using their full name (or company name) asonly their written down value.a reference.Membership of the society and the purchase of shares should beAny investor is recommended to view the business plan on theseen as a social investment to support the aims of the Co-op andweb site: www.unityhallwakefield.co.uknot an investment for personal gain or profit. Membership is notsuitable for anyone who needs immediate access to his or hercapital. Although the Board of Directors will implement prudentmanagement policies, there is always the risk that you could losesome or all of your share capital...................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 9. HOW THE CREATIVE WORKSPACE MAY LOOKHOW THE CAF MAY LOOK..................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 10. TERMS AND CONDITIONS FOR APPLYING Governing Law and Investor ProtectionFOR SHARESUnity House (Wakefield) Limited is not an authorised institutionand does not accept deposits. This means there is no share depositYour Applicationprotection scheme for investors. Unity House (Wakefield) LimitedYou cannot withdraw your application for shares after we receiveis an exempt person from the regulated activity of deposit takingyour application form.by its issue of shares pursuant to Paragraph 24 of the Scheduleto the Financial Services and Markets Act 2000 (FSMA)The directors do not have to accept your application for shares.Exemption (Order 2001). The shares are not a specifiedThey may decide not to issue shares to you or may allocate youinvestment for the purposes of Section 22 of FSMA (What isless shares than you applied for. They do not have to give anya Regulated Activity) pursuant to Paragraph 76 of FSMAreason for their decision.(Regulated Activities) Order 2001. The issue of withdrawableshares, which are not transferable, exempts this documentYour application will be considered for approval at the first from the requirements of an approved prospectus required byconvenient Board of Directors meeting, and therefore you should Section 85(1) of FSMA. An investment in the withdrawable andnot expect an immediate response. non-transferable shares of an Industrial and Provident Societyis not treated as a controlled investment for the purposes ofYour PaymentSection 21 of FSMA (The Financial Promotion Prohibition)The directors will acknowledge receipt of your cheque and pursuant to Paragraph 14(3) of Schedule 1 of the FSMAapplication. They will not cash your cheque until they have (Financial Promotion) Order 2005. Unity House (Wakefield)approved your application.Limited has taken all reasonable care to ensure that everystatement of fact or opinion included in this informationIf the Board decides not to issue you shares, your cheque will be document is true and not misleading.returned within 28 days of the Board meeting. If they decide toissue fewer shares to you than you applied for, they will return theConflict of Interestbalance to you (within twenty eight days of that Board of Chris Hill, or any future Shine representative on the Unity HouseDirectors meeting). Board, has a conflict of interest as being both a director of theSociety and service provider (development consultant). However,The money will belong to Unity House (Wakefield) Limited as as the initiator of the Society paid in part on success fees, he cansoon as the directors issue shares to you (to the extent that theyguarantee at all times to act in accordance with the best intereststake it as payment for shares). of the Society.The company will not pay you interest on any money it returns Adviceto you. If you have any doubts about this document please seek advicefrom a professional financial adviser.THE SMALL PRINTCONTACTBy completing the application for membership, you consent tothe society and our contractors and agents holding personal dataUnity Hall, c/o Chris Hillabout you in accordance with the Data Protection Act 1998. We Shine, Harehills Road, Leeds , LS8 5HSdo not sell or exchange mailing lists.TELEPHONE 0113 388 0000Important Notice on Money LaunderingEMAIL chris.hill@unityhallwakefield.co.ukIt is a term of this offer that, to ensure compliance with theWEB unityhallwakefield.co.ukMoney Laundering Regulations 2007, and the Proceeds of CrimeAct 2002 and such similar legislation, you must have the authorityTWITTERhttps://twitter.com/#/Unity_Hallto sign the application form. If you are signing for another person,FACEBOOK www.facebook.com/UnityHallyou will provide the directors with evidence of your authority tosign if they ask to see it. You will also supply us with proof of Unity Hall is the trading name of Unity Houseidentity and address if asked.(Wakefield) LimitedRegistered as a community benefit company number 31312R..................................................................................................................................................................................................................................................................................UNITY HALL Music, Events, Work, Meetings, Art 11. APPLICATION FORMAny individual British Citizen and resident of the UK aged 16 or over and any organisation may apply to become a member ofUnity 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 returnedby cheque through the post at the applicants risk.All members must be shareholders and all shareholders must be members.Name of applicant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Contact name (where applicant is not an individual)............................................................................................................Address ....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................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 therisks involved in investing in Unity House (Wakefield) Limited. I consent to you holding information inaccordance 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 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 apossibility of loss. This investment is not suitable for those who require income or ready access to their capital. Investors are notcovered by any depositor protection scheme................................................................................................................................................................................................................................................................................... UNITY HALL Music, Events, Work, Meetings, Art