Dementia Publishing Ltd Investor Terms and Conditions
What you are buying as investors in Dementia Publishing Limited Community Benefit Society?
- Once you invest in us, you become a member of the Society. We are a Community Benefit Society, which is a limited liability corporate vehicle registered in the UK. It operates almost identically to a company in the vast majority of circumstances, but has some little differences.
- For example, we’re registered on the register of friendly societies (managed by the Financial Conduct Authority), not the companies register (managed by Companies House). We’re governed by the 2014 Co-operative and Community Benefit Societies Act, not the 2006 Companies Act.
What are the shares we’re investing in?
- Whilst societies can issue transferable shares like companies, most societies issue a particular class of equity called ‘withdrawable shares’, which is what we are doing. This enables us to solicit investment from the public in full compliance with the 2001 Financial Services and Markets Act without needing the very expensive ‘section 21’ sign-off from an approved person, which massively reduces the costs of seeking external investment in the Society.
- Withdrawable shares have much more in common with a bank account than buying a portion of a company’s share capital. You invest in the Society by paying it the sum you have decided, and the Society holds that capital in your name. Whilst it remains invested, you can have interest paid on the capital.
- You can request to withdraw it at some point in the future where you decide the future value to you as an interest-earning investment is less important to you than the present value of what you could do with the money either in the here and now, or as an alternative investment somewhere else.
- Importantly, the value of the investment is tied to the intrinsic value of the cash, not the value of the business. If our turnover doubles, and our profitability grew by 40%, the value of your investment doesn’t increase.
- Unlike a bank though, we won’t be holding a large pile of cash to enable people to get their money out when they want it, so our ability to return capital is dependent on having the cash generated from trading surpluses, and we’re not secured against the Government Deposit Protection scheme and if the business fails, there is no right of complaint to the Financial Ombudsman or the Financial Services Compensation Scheme.
- We believe that these shares will be eligible for Social Investment Tax Relief, which will enable investors to reduce their income tax by 30% of the value of their investment and defer Capital Gains Tax due if they used such a gain to make an investment.
- We have not been able to get Advance Assurance from HMRC to confirm this for technical reasons due to the process HMRC insist on. HMRC will only consider advance assurance applications if accompanied by a valid Unique Tax reference for the enterprise seeking the relief. HMRC issue these to companies as a matter of course, but societies like us have to write to HMRC directly asking for one to be created, who then respond some 4-6 months’ later. As a result, we have decided not to wait for this UTR to be received, and instead have begun this process, meaning that once the UTR is received (which will be after the investment has been received) we can get straight on and get the tax relief certificates to you to enable you to claim the relief on income tax due in either the current tax year, or backdated to the previous tax year ending on 5/4/21.
- We are confident we will receive this investment because we are using the same investment methodology of withdrawable shares, and the same legal entity of the Community Benefit Society, as used by over 50 other investment drives using the same combination which have all received this tax relief. Our business – publishing a journal and running events – is not an excluded activity for the purposes of eligibility for these reliefs, so we do not anticipate any difficulty.
Can we get returns on our capital?
- We are raising this early-stage money from stronger supporters of the Journal on the basis of their support for the Journal and what it achieves for the dementia community, with the desire to achieve a certain level of investment return as an added bonus.
- We have the provision to pay interest on your capital invested, and when we undertake our major public share offering in spring 2022 to raise further capital, we will set a headline interest rate for investors in that offer. We do not yet know what that will be, as we want to stabilise the ship first before making promises of this nature.
- However, to reward you as an early-stage investor, we commit that investors in this investment drive will receive 1% more than whatever investors in that larger share issue are slated to get.
- After the previous year’s accounts have been produced but before the end of the current financial year, the board will decide what is the prudent rate of interest to pay on share capital, taking into account our performance and our projected finances. That will be applied to all capital and be paid on that current financial year. We will pay the interest as shares in the company unless the shareholder makes a specific request to have the interest paid as cash.
- Whilst we can reduce the interest we pay in the light of circumstances, we cannot increase it beyond the headline rate, even if we have sufficient trading income to be able to afford it. Nor are we permitted to ‘roll over’ and pay in future years, when a better performance might allow, any shortfall between the actual rate and the headline rate.
How do we get returns of our capital?
- At the same time as we consider the interest rate to be paid in that year, we will also consider whether we can allow some of our capital to be returned to investors, and if so, how much. This can be suspended in any given year, either for a period of time or until further notice.
- Once we have made this decision, we will communicate it to investors, who can apply for some or all of their capital to be returned, subject to the overall cap that in any given year, we will never allow more than 4% to be returned to investors.
- Crucially, we will ensure that at least 50% of whatever amount is made available for withdrawal will be reserved for early-stage investors; if there is less appetite for withdrawal from early-stage investors in any given year, we will make more available to all investors, and vice-versa if there is less appetite from newer investors, we will increase the amounts available to early-stage investors.
- We are only allowed to return capital to investors if we are in positive net worth (i.e. our combined annual trading profits are greater than our combined annual trading losses). Our projections indicate this will come from year 3 onwards.
- The caveat to this is that we can use new investment to enable existing investors to exit the business, so if a new investor were introduced to us, we could decide to allow their investment to be used to allow existing investors to leave (this would also have to be based on the Directors believing that this was in the interests of the business as a whole to do so under their fiduciary responsibilities to all members of the business).
Can I sell my shares?
- A condition of withdrawable shares is that they are not transferable except upon your death or bankruptcy. The first £5,000 of your investment can be transferred to anyone you notified to us whilst you were alive; anything above £5,000 must be dealt with as part of your estate under probate.
- As an Investor member, you will have a vote on all matters affecting the Society, on a one-member, one vote basis, regardless of how much you have invested. We will eventually undertake a larger share issue from spring 2022 to raise more capital, and all of these people will be on an equal footing with you. We will also enable subscribers to become members on an annual basis, with each of them having one vote each, too.
- Between now and our first AGM (which must be held by 31st September 2022) our board will be appointed by our Founder members Richard Hawkins, Sue Benson and Barbara Stephens. At that AGM, all the Founders stand down and the board is elected by our members (people standing down can stand again).
- Thereafter, there must be between 3-6 Directors, with at least one person who is an Investor member representing those members, one member who is a subscriber representing those members. In addition, there can be up to 2 members nominated by our advisory board of people who have worked in the field for many years and provide advice and support to the journal’s editorial team, and up to two people co-opted for their professional experience which is felt important to have on board.