share

E D I N B U R G H C O M M U N I T Y S O L A R C O - O P E R A T I V E
share offer
c h a i r m a n ’ s l e t t e r
Offer for Shares and Membership in
Edinburgh Community Solar Limited
Trading as Edinburgh Community Solar Co-op (‘ECSC’)
Initial offer shares: £1,400,000 - Closing date: 1st December 2015 (or earlier if fully subscribed)
GENERATE SOLAR POWER ON EDINBURGH ROOFTOPS AND HELP MAKE EDINBURGH A CLEANER, GREENER CITY

c o n t e n t s
Chairman’s letter Page 3
About ECSC, the Community and Environmental Benefits Page 4
Summary Page 5
Risk Factors Page 8
Administration & Management of ECSC Page 12
Accountant’s Letter Page 15
Financial Information Page 16
Further Information about ECSC Page 20
Terms and Conditions of the Offer Page 22
Glossary Page 24
Guidance Notes on Applying for Shares Page 26
Share Application Form Page 27
S E P T E M B E R 2 0 1 5

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c h a i r m a n ’ s w e l c o m e
Edinburgh Community Solar Limited 29 September 2015
Thank you for requesting this Offer Document, which sets out an exciting opportunity for you to apply
for Shares in Edinburgh Community Solar Limited (‘ECSC’). ECSC will install solar panels on the roofs of
schools, community centres and leisure centres in Edinburgh.
Joining ECSC, will provide an opportunity to:
•
Generate renewable energy, helping tackle energy security and climate change;
Reduce demand for grid electricity in public buildings, and support educational and sustainability work;
• Support sustainable development in our local community and contribute towards reducing CO 2 emissions;
ECSC is an ethical, community-based, social enterprise. The initial Board came together because we want to help reduce climate change
emissions, help address Fuel Poverty and help make renewable energy more commonplace. We are looking for new Members to fund the
installation of solar arrays on public buildings around our city. The more money we raise, the more panels we can install on more buildings.
We have agreed terms with City of Edinburgh Council (CEC) to install panels on up to 25 buildings with the proceeds of this Share Offer.
We want as many people as possible to join ECSC. As a Society all our Members are important to us. We especially welcome smaller
amounts, as we would like as many people to join ECSC as possible, which is why the minimum investment is as low as we can make it.
We think the co-operative principles of our Society will appeal to those of you who may not have considered joining this type of organisation
before.
Parents and grandparents can apply for Shares in ECSC now for their children and grandchildren or can apply for Shares on their own
behalf now and give their Shares to their children and grandchildren in their will. Shares in ECSC are believed to be exempt from
inheritance tax under present rules.
You may have heard that the UK Government is planning to change the FIT covering solar power schemes. We currently do not know how
this will eventually turn out but our Project has been accepted under the current FIT Pre-accreditation scheme so any changes will not affect
our Financial Projections.
The Offer will close when fully subscribed by Edinburgh people or on 1st December 2015.
ECSC is supported and assisted by Energy4All, the leading social enterprise in the UK for delivering community owned renewable energy
schemes. Energy4All projects have raised over £40 million to construct and operate community renewable energy generation.
How to Apply
An Application Form is attached at the end of this Offer Document. The minimum number of £1 Shares you can apply for is 250 and the
maximum is 100,000. We have applied for advance assurance from HM Revenue & Customs that the Shares qualify for Enterprise
Investment Scheme (‘EIS’) tax relief. Members who are eligible under the EIS should receive 30% of the price of their Shares back in the
form of income tax relief after four months of trading.
Please read this Offer Document and consider the risks, including those set out on page 8 before deciding. You should consider taking
appropriate financial and other advice before making your choice.
I look forward to welcoming you as a new member of ECSC.
Yours sincerely,
Dr Richard Dixon
Chair, Edinburgh Community Solar Limited

about ECSC, the community
and environmental benef its
1. The Proposed Activities of ECSC
ECSC proposes to install, own and operate Solar PV on the roofs of schools, leisure centres, community buildings and other buildings in
the city of Edinburgh, to generate renewable electricity. In this Project, the electricity generated will benefit from a 20 year
inflation-protected price known as the FIT, paid by licensed electricity companies to ECSC under government regulations. ECSC will
receive income from the FIT and from selling the electricity generated to Host Buildings and to the extent more is generated than the
Host Buildings can use, by exporting to the grid.
ECSC intends to be an ethical, community based, profitable social enterprise. It will enable Members to make a tangible contribution to
mitigating climate change and benefiting their local community.
2. The Environmental Benefits
The Edinburgh Community Energy Co-op, predecessor of ECSC, saw that many people in Edinburgh live in tenement flats, with no
access to the roof, so that there was little Solar PV installed. A large scale Solar PV Project on Edinburgh roofs appeared to offer the
best chance of delivering a viable renewable energy project in the city, offering Edinburgh residents the chance to collectively do
something positive about climate change and help those in the city who are living in Fuel Poverty.
An approach to CEC was made and it was agreed to investigate the benefits of installing Solar PV on city buildings. With support from
Co-operative Development Scotland, Community Shares Scotland and CARES, ECSC was created to take the Project forward. Initially
ECSC looked at approximately 100 public buildings with a community function. A short list was then produced based on roof orientation,
size, electricity consumption and condition. A desktop study by Onsite Generation was made of some 47 buildings, of which 33
underwent a preliminary survey visit and 29 were considered viable, although some of these have since been ruled out.
Project design will be finalised following structural surveys of the buildings and funds raised from this Share Offer will deliver the most
viable of the 25 Host Buildings.
ECSC intends to install Solar Panels where the Host Building has proved viable. The installation will be provided at no cost to CEC who
will be able to purchase the generated electricity, at a fixed price for the next 20 years based on current rates.
ECSC intends to set an example in terms of professionalism and Community Benefit on this Project, including educating building users,
improving the sustainability of Host Buildings and helping communities to become more sustainable.
3. The Community Benefits
Each year, ECSC’s profits will be used for Community Benefit to help deliver ECSC’s objectives as follows.
•
•
•
ECSC will provide and maintain display screens to Host Buildings showing the levels of electricity the Solar Panels are producing
ECSC will create and administer a Community Benefit Fund from its surplus profits, which will be made available to Host Buildings
in the first 5 years of operation. The aim is to work with building users to identify ways in which ECSC can help make their
building more sustainable, for example to investigate ways in which the building can maximise the use of locally generated
electricity and import less from the grid. Or, subject to funds being available, the Community Benefit Fund can be used to make a
grant for draft proofing or insulation. After 5 years this fund will also be available to qualifying community groups (constituted
non-profit distributing organisations within the City of Edinburgh or other public buildings).
ECSC will favour applications to the Community Benefit Fund which have the biggest carbon savings impact, help alleviate Fuel
Poverty amongst residents of the city or encourage behavioural change relating to sustainability or other relevant community
benefit that meets the objectives of ECSC and which can show high levels of community support for the application.
ECSC will provide support and guidance to other community led energy reduction projects and will work with other delivery
agencies to achieve its social objectives.
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s u m m a r y
Potential Applicants should note that:
This Summary should be read as an introduction to the Offer Document
•
Any decision to apply for Shares should be based on consideration of the Offer Document as a whole
1. The Content of this Offer Document
This Offer Document has been prepared by ECSC and its Directors who are responsible for the contents.
Technical and other words or phrases used in this Offer Document with a particular meaning are defined and explained
in the Glossary. No advice on investments is given in this Offer Document by ECSC or its Directors in relation to it. If
any person has any doubt about the suitability of the Shares which are the subject of this Share Offer they should
contact an appropriate authorised person for advice.
2. Purpose of this Summary
This Summary is intended to provide an overview of the Share Offer. ECSC is a Community Benefit Society registered
under the Industrial & Provident Societies Act 1965 (number 32277R). It is managed for the benefit of the community
and owned by its Members, who are protected by limited liability status. Its constitution is in the form of Rules approved
by and registered with the FCA. The founders of ECSC are driven by high ethical standards as defined by the
international co-operative movement and intend ECSC to be operated in line with the values of co-operation and
democracy as well as a sound commercial ethos. Constitutionally, key characteristics of ECSC, as a Community Benefit
Society, are: ECSC operates for the benefit of the community; a Member must have the minimum number of Shares
(250 in this Offer) each with a nominal value of £1; all Members have one vote regardless of how many Shares they
hold; no Member, except another registered society, may hold more than 100,000 Shares; the Board is elected by the
Members; and only Members are eligible to serve on the Board.
The purpose of ECSC in making this Share Offer is to raise capital to install Solar Panels on as many roofs of schools,
leisure centres and community buildings as possible and to generate electricity from them by September 2016. ECSC
will receive income from:
a) Payments under the FIT, a 20 year inflation-linked price paid for generating electricity from renewable
resources and
b) Sales of electricity generated by the Solar Panels.
ECSC has a Licence Agreement with CEC to install Solar Panels on up to 25 of its public buildings and operate them for
20 years.
3. The Offer
Through this Offer, ECSC proposes to raise £1,400,000, by the issue of Shares at £1, payable in full on application, to
install up to 1.5 MW of Solar Panels on up to 25 public buildings in Edinburgh. The Offer will give people an opportunity
to participate in renewable energy generation. The principal appeal is to people who are interested in supporting
progressive environmental and social purposes. Applicants are also expected to receive reasonable returns on their
Shares. Applicants living in the City of Edinburgh will be given priority.
4. Principal Activities
The principal activity of ECSC is the construction and operation of Solar Panel installations on buildings in the city of
Edinburgh.
5. Environment, community and education – Social Objectives
ECSC is an ethical and environmental body, which enables Members to make a real contribution to the development of
renewable energy and to the UK’s response to climate change and energy security. ECSC will also support educational,
sustainability and community work. Under the Licence Agreement with CEC, ECSC is required to deliver the social
objectives that ECSC has proposed. All profits will be used for Community Benefit.
R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E

6. ECSC Shares
When applying for Shares, potential Members should regard their Shares as a long-term proposition for the life of the Project, which is
21 years. The Financial Projections and the calculation of return for Members are based on expert advice and experience derived from
other Energy4All projects. Financial Projections are by nature uncertain, illustrative only and must not be taken to be an indication of
any assurance about the ultimate return of capital or any level of return. The Financial Projections indicate that the return on Shares
will be 5% for the year ending 30 September 2017 and will increase in line with RPI each year thereafter. However if fewer Solar
Panels are installed or other sites are substituted for the Sites on the list, the returns could be lower. For ECSC Members who receive
EIS tax relief, a 5% return equates to more than 7% if it is assumed that the tax relief reduces the cost of the Shares.
Shares are expected to be held for a minimum of three years from commencement of trading in order to qualify for EIS tax relief.
ECSC Members do not have the right to withdraw Shares but the Board has the power, at its discretion, to permit Shares to be
withdrawn. There are no binding commitments in place to enable a realisation of Shares. However ECSC currently intends, if it has
sufficient funds, to institute a programme of redeeming Shares as cash permits. Shares will be redeemed in proportion to Members’
shareholdings and at the par value of £1. However any such redemptions will be wholly dependent on the performance of the business.
7. Financial Information
ECSC will only start to trade once the Solar Panels have been installed and have begun to generate electricity, thus no accounts have
been drawn-up to date.
8. Enterprise Investment Scheme & Tax Relief
ECSC has applied for advance assurance from HM Revenue & Customs that the Shares will qualify for EIS tax relief. If this is granted,
Members who hold their Shares for at least three years should receive 30% tax relief on their Shares and qualifying capital gains tax
payers may defer tax. There is scope to carry back the tax relief to the previous tax year to offset tax paid in that year. Certificates will
be issued once ECSC has been generating income for four months.
ECSC understands that its Shares are likely to be treated as exempt from inheritance tax under current rules. Members should seek
advice on this point for certainty on their personal position if it is important to them.
9. Investment in ECSC by Directors
The Directors of ECSC intend to invest £19,000 under the Share Offer on the same terms as other Members.
10. Project Development
The following preliminaries have been completed or are well advanced in respect of the Project:
Planning permissions have been obtained
A Licence Agreement with City of Edinburgh Council (‘CEC’) has been signed
Grid connections with SP Energy Networks have been obtained
The Preferred Sites have FIT Pre-accreditation
Preliminary surveys of the Preferred Sites have been undertaken
A tender has been issued for the installation works
•
A Preferred Installer has been selected to complete surveys and to design and install the Solar Panels
A number of social investors have indicated interest in lending to ECSC, subject to due diligence.
The Board will be responsible to the Members for the management of the Project with Energy4All providing regular management reports.
11. Auditor
The statutory auditors of ECSC are Lamont Pridmore, experienced chartered Accountants based in Kendal.
12. Tender Process
A tender for the Project was issued in July 2015 and 15 companies responded. Changeworks, with Board Director David Hood,
reviewed the tenders and recommended a Preferred Installer, who will start installing the Solar Panels as subject to contract once
funds are raised.
13. Risks
All commercial activities carry risk. People Interested in becoming Members should take appropriate advice and make their own risk
assessment whilst also bearing in mind the financial, social and environmental aspects of purchasing Shares in ECSC. This is an
unregulated Share Offer, which means that Applicants will not have the protections of a regulated offer. Your attention is drawn to the
specific risks identified on page 8 which you should take into account before applying.
14. How to Apply and Timetable
An Application Form, with details of how to apply, is attached at the end of this Offer Document. The minimum number of Shares is
250 and the maximum is 100,000. Those interested in becoming Members should do so only after reading this Share Offer Document
in full and taking appropriate financial and other advice. The Share Offer will close on 1 December 2015 unless priority applications
have been received for the full amount, in which case the Offer will close before that date.
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A similar, completed project - Energise Sussex
R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E

i s k f a c t o r s
All commercial activities carry risk and potential Members should take appropriate advice
and make their own risk assessment whilst bearing in mind the wider social and
environmental benefits the Project will create. Taking up Shares in a trading business is
not a loan or deposit. Your capital is at risk. Holding Shares is a long-term proposition
for the life of the Project (which is 21 years) and Shares may not be readily realisable.
In addition to the specific risks of a recently launched social enterprise and supporting development and
construction, other risks include:
General risks - Shares
•
Investing in Shares is not the same as investing money in a bank account as your capital is at risk and you could lose up
to, but not more than, your entire investment. An investment in the Shares is not covered by the Financial Services
Compensation Scheme.
Your Shares will not be tradable. Your Shares can be withdrawn (i.e. redeemed by ECSC for the price paid for them – in
•
this case £1 each) in accordance with the Rules but may not be withdrawable at short notice or when you wish to do so. If
ECSC lacks sufficient cash to enable Shares to be withdrawn when desired, withdrawal may be delayed or not possible.
Shares should be seen as a long-term proposition for the life of the Project .
Shares in ECSC are not regulated investments for the purposes of the Financial Services and Markets Act 2000 and
•
therefore you do not have the protection provided by that Act. This Share Offer is exempt from regulation under that Act
and regulations made under it, so there is no right to complain to an ombudsman; and this Share Offer does not need
approval and has not been approved by an approved person under that Act. This Share Offer is not regulated by the
Prospectus Regulations 2005, which do not apply because there is a specific exemption for fundraising by a Community
Benefit Society. ECSC is registered with but not authorised by the FCA and therefore the money you pay for your Shares is
not safeguarded by any depositor protection scheme or dispute resolution scheme.
Renewable energy industry risks
•
Changes in legislation, especially to the value or availability of the FIT may affect ECSC’s income. In particular the FIT is
subject to change at short notice. However, ECSC has FIT Pre-accreditation for the proposed 25 new installations, entitling
it to a guaranteed rate for 20 years provided the installations are commissioned within 12 months of FIT Pre-accreditation
which it is anticipated will be achieved.
Weather patterns, electricity prices and business costs can fluctuate.
•
•
New inventions and developments may render existing technologies and equipment obsolete.
Unexpected maintenance costs in excess of budget provision can arise.
Unexpected difficulties or delays can arise in construction which if long enough could lead to a lower FIT rate for some
buildings.
Although Solar PV installations are extremely reliable, electrical or other failure can interrupt the generation of electricity or
the distribution network and lead to unexpected costs and interruptions of generation. Manufacturer warranties and
guarantees offer some protection.
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r i s k f a c t o r s
Risks specific to this Offer and to ECSC
•
The target Share Interest payments are not guaranteed and may not be achieved.
It is expected that if the Host Buildings use the electricity generated by the Solar Panels, the income
received by ECSC will be greater than if the electricity generated is exported to the grid. For Host
Buildings the price will be lower than the usual retail price of electricity so Host Buildings will be
incentivised to use the electricity from the Solar Panels. However the actual rate of usage could be less
than the rate assumed in the Financial Projections so that ECSC’s income could be lower. The estimate
of usage used in the Financial Projections is based on historic Host Building demand for electricity and
forecast solar energy.
A full structural survey of the Host Buildings has not yet been carried out. The results of the surveys may
•
mean that some of the Preferred Sites turn out not to be viable. It may be possible to find substitute
sites, but those sites may not be as productive as the Preferred Sites. If fewer than 25 Sites are installed,
or other sites are substituted for the Preferred Sites, returns to Members could be reduced.
While it is the intention of ECSC to seek qualification under and then to be managed to continue to
•
qualify under the EIS, there can be no guarantee that this status will be achieved or maintained.
Equipment to be purchased by ECSC will be supported by guarantees from companies believed to be
•
financially robust, but equipment suppliers, contractors, purchasers of electricity or other contracting
parties with ECSC could fail to meet their obligations.
After 21 years, or at the end of the FIT period, whichever is sooner, the Solar Panels will transfer to CEC,
•
which will benefit from the free electricity. However CEC could ask ECSC to remove the Solar Panels
instead. A decision will be made by CEC at the end of year 17. In the event that removal on any or all of
the buildings is requested, the cost of removal and disposal will fall initially on the amounts set aside for
Community Benefit but if this is insufficient it could impact on Members’ final interest payments and share
capital. Presently the Financial Projections show that such an outcome is unlikely.
CEC may decide to dispose of or sell any of the Host Buildings. If that happens, CEC will first use its best
•
endeavours to transfer the contract with ECSC to the buyer, or if this does not prove possible, will pay
ECSC the depreciated value of the Solar Panels at the time of disposal.
The Financial Projections stated in this Offer Document are based on financial modelling incorporating a
•
range of variable, changeable and uncertain factors, having due regard to historic evidence and the
experience gained by the Board and Energy4All including electricity prices, estimated hours of sunshine,
operational costs, the reliability of the equipment installed and replacement and repair costs. While every
effort has been made to present an accurate forecast of the financial returns, this is no guarantee of the
actual return received by Members which could be less than projected.
R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E

t h e i n s t a l l a t i o n
Map of Host Building locations
1. The Host Buildings
ECSC anticipates installing
Solar Panels on the following
25 Host Buildings:
2. Future developments
ECSC’s ambition is to install Solar
Panels on all 25 public buildings,
funded through this Share Offer. It
is possible that some of the 25
Host Buildings may have to be
dropped as a result of the
structural surveys. Other CEC
buildings may be available for
installing Solar PV arrays, but the
position on these is not yet certain.
No account of this possible
change is taken in the Financial
Projections, which assumes that
the Preferred Sites are all used.
Ideally ECSC will install more
Solar PV on more buildings in the
future, if viable.
3. Preferred Solar
Panels Installer
ECSC has appointed a Preferred
Installer to design, supply and
install the systems for each of the
Host Buildings following a public
tender. There is no connection
between ECSC or its Board and
the Preferred Installer.
Pre-accredited
Host Buildings
Project Size kWp
1 CAMERON HOUSE COMMUNITY CENTRE 20
2 BUCKSTONE PRIMARY SCHOOL 100
3 CARRICKNOWE PRIMARY SCHOOL 50
4 EAST CRAIGS PRIMARY SCHOOL 50
5 CURRIE HIGH SCHOOL 150
6 REDHALL MLD PRIMARY SCHOOL 50
7 CANAL VIEW PRIMARY SCHOOL 100
8 DEAN PARK PRIMARY SCHOOL 100
9 RATHO PRIMARY SCHOOL 80
10 DAVIDSONS MAINS PRIMARY SCHOOL 35
11 OAKLANDS SPECIAL SCHOOL (NEW) 125
12 CLERMISTON PRIMARY SCHOOL + NEW NURSERY 21
13 CARRICKVALE COMMUNITY CENTRE 30
14 GYLEMUIR PRIMARY SCHOOL 30
15 CURRIE PRIMARY SCHOOL 45
16 WOODLANDS SCHOOL MLD 50
17 LIBERTON PRIMARY SCHOOL 45
18 CRAMOND PRIMARY SCHOOL 45
19 DRUMBRAE LEISURE CENTRE 50
20 WARDIE PRIMARY SCHOOL 30
21 AINSLIE PARK LEISURE CENTRE 100
22 TRINITY ACADEMY 20
23 CRAIGHALL DAY CENTRE 30
24 PROSPECT BANK SPECIAL SCHOOL 35
25 TUMBLES AT PORTOBELLO 125
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Solar panel installation in progress
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a d m i n i s t r a t i o n &
m a n a g e m e n t o f E C S C
ECSC’s Directors
ECSC and each of its Directors whose names are set out below hereby declare that having taken all reasonable care to ensure that
such is the case, the information contained in this Offer Document is to the best of their knowledge, in accordance with the facts and
contains no omission likely to affect its import.
DR RICHARD DIXON, DIRECTOR, FRIENDS OF THE EARTH SCOTLAND (CHAIR)
Richard joined Friends of the Earth Scotland in 1994, then became Head of Policy at WWF Scotland in
2002, taking over as Director in 2005, and continuing to work on energy and climate change issues.
Richard became Director of Friends of the Earth Scotland in early 2013. He helped set up Transform
Scotland and Stop Climate Chaos Scotland, and serves on the boards of SCCS,
SNIFFER, Postcode Culture Trust and SEPA, and is Chair of the ECSC.
PAUL PHARE
Paul has a degree in manufacturing systems engineering where he investigated the feasibility of domestic
wind systems. Paul joined the renewables sector in 2003 with Vestas-Celtic, then worked with community
groups in Argyll before joining Energy4All in 2008. Paul has worked with many communities in Scotland
across a range of renewables projects. He sits on several co-op boards and associations working with
community renewables and is one of the sector’s foremost experts in Scotland.
MARGARET JOHANNA CARRIE
Johanna has a first level degree in Zoology and a PhD from Glasgow. She was Principal teacher of
Biology at Portobello High School from 1974. Johanna has been interested in sustainability since the
1970s. Johanna installed solar thermal panels on her house in 1988 and Solar Panels in 2012. In March
2014 she was elected to the Board of Harlaw Hydro. Johanna has given energy advice to householders for
a project run jointly by local Transition groups.
DAVID LINSLEY-HOOD
David is a chartered engineer with over ten years of experience in the design and
development of commercial renewable energy projects. David used to work for the Centre for Alternative
Technology (‘CAT’), where he worked as a site engineer and lecturer. This included a Solar PV Installer
course and PV system theory and design. Following his work at CAT, David spent several years as the
senior design engineer for a large contractor designing, installing and commissioning commercial PV
schemes. David is currently the Technical Manager for Renewables at Taylor and Fraser.
PETER ROCHE
Pete is an energy consultant and adviser to the Nuclear Free Local Authorities. Previously he was a
nuclear campaigner for Greenpeace for thirteen years. In the 1980s he managed the Leith Insulation
project and Edinburgh Draughtproofing Co-operative. For most of the past 30 years, he has worked on
environmental campaigns. He assisted in the Scottish Parliament with a Member’s Bill on energy efficiency
and microgeneration. He has a degree in Ecological Sciences from Edinburgh University.
STUART HAY
Stuart Hay is the Scottish Director of national walking charity Living Streets.
Since 2002 he has worked for range of charities including Help the Aged, Scottish
Wildlife Trust, Friends of the Earth Scotland and Changeworks. His work has ranged from policy work to
developing new projects in partnership with a wide range of government and charitable funders. He has
been involved with local energy co-ops in Edinburgh since 2008. He is also a Director of Sustainable
Transport Charity Transform Scotland. Stuart lives in central Edinburgh with his young family where he
attempts to live a low carbon lifestyle.
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DR DAVID HAWKEY
Dave Hawkey is a social science researcher at the University of Edinburgh. He is interested in
governance and practice for sustainable energy and focuses particularly on interactions across scales,
from local projects to European Union initiatives. His recent work has dealt with sustainable heat in
cities, looking particularly at district heating (www.heatandthecity.org.uk), and at patterns of local
engagement across the UK. Integrated with his academic work, Dave has worked closely with groups of
practitioners, including the UK District Energy Vanguards Network and the Scottish Heat Networks
Partnership Practitioner Group.
DOUGLAS PRENTICE
Douglas worked as an underwriter and stockbroker and then as a government adviser on energy,
transport and housing capital projects and policy. He holds an MA in Economics, an MSc in Renewable
Energy and is working on a PhD. He also works as a researcher/lecturer in climate change. As the
CEO of GeoCapita Ltd, a BenCom, he works on projects in low carbon social and affordable housing,
buildings retrofit, energy and natural resource management projects.
COUNCILLOR LESLEY HINDS
Lesley Hinds first became a Councillor in 1984 and currently represents the
Inverleith ward. She has held numerous positions in the Council, including Leader and Lord Provost.
Lesley is a qualified primary school teacher. In addition, she is a past Chair of NHS Health Scotland, a
member of Unite trade union, CND, the Co-op Party and Scotmid. Lesley has extensive experience of
board membership in a personal capacity, as well as representing the Council in numerous public and
private sector organisations, such as Edinburgh’s Telford College, Pilton Partnership, Edinburgh’s Mela,
Dance Base, Edinburgh Fairtrade City, One City Trust and the City of Literature. She is currently the
Convener of the Transport, Infrastructure and Environment Committee.
COUNCILLOR BILL HENDERSON
Bill was born in Edinburgh and was educated at Wallacestone Primary, followed by Falkirk High School. At
19, he joined the Army and qualified from the School of Electronic Engineering as a Telecommunications
Technician. He served in England, Northern Ireland, Germany and Canada. Upon leaving the army, Bill
joined what is now BT where he worked for 32 years mainly in the planning department, developing the
network infrastructure for most of the South of Scotland. Bill sits on the following committees and boards;
Transport & Environment Committee, Convener of Pentland Hills Regional Park Joint Committee and
Pentland Hills Regional Park & Forum, Pentlands Neighbourhood Partnership.
COUNCILLOR CHAS BOOTH
Chas Booth was elected as the Green Councillor for Leith in May 2012. He is a trustee with
Edinburgh-based bike recycling charity The Bike Station and local environment group Greener Leith,
where he led efforts to bring a community-owned wind turbine to Seafield. Prior to his election Chas
was a Fuel Poverty campaigner with a small trade association in Leith. He lives in Leith with his wife
and two small children.
Other matters relating to the Directors and the management of ECSC:
Founder Members
ECSC was founded in December 2013 by Paul Phare, Johanna Carrie, David Hawkey, Douglas Prentice and Stuart Hay, all
formerly of Edinburgh Community Energy Co-op. Founder members do not enjoy any special status.
Richard Dixon, Pete Roche, David Hood, Lesley Hinds, Bill Henderson and Chas Booth were subsequently co-opted onto the Board.
Investment in ECSC by those connected with the Share Offer
Directors of ECSC and their immediate families propose to buy £19,000 of Shares in ECSC. All Share purchases will be on the
same terms as other Members.
R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E

Major shareholders
There are currently no major shareholders in ECSC and in the context of a Society such a concept is of limited significance.
There is a principle of one vote per member whatever a Member’s holding and a limit of 100,000 Shares for individuals and for
organisations except other registered societies.
No individual, organisation or groups of individuals or organisations has control, given the one Member, one vote governing
principle.
Remuneration Statement
There is no remuneration from ECSC for any member of the Board. Directors may claim reasonable expenses. They are acting
as directors because they are committed to the success of this business, the ethos it represents, the ability of a community to
make a difference by their own actions and the financial, environmental, educational and community returns the business
delivers. Directors invest in ECSC on the same terms as all other Members. There are no pension schemes or share option
schemes and, except for the reimbursement of properly incurred expenses, there are no other benefits for the Directors.
Board Practices
Directors serve in accordance with the Rules. There are no service contracts for them. At each annual general meeting one third
of the Board will retire (this does not apply to CEC Board Members). Societies are democratic organisations and the Board is
appointed by ECSC’s Members.
Disclosure Statement
Neither Energy4All and its officers nor the officers of ECSC have been convicted for any fraudulent offence or otherwise or been
involved in any bankruptcies, receiverships or insolvent liquidations or received any public recrimination or sanction by a statutory
or regulatory authority or designated professional body or been disqualified from any function by any court.
Conflicts of Interest and related party transactions
Paul Phare is an employee of and remunerated by Energy4All, which is providing development and management services to
ECSC. Directors in the employment of Energy4All shall not participate, be counted in the quorum or vote on any consideration of
the terms of any agreement between ECSC and Energy4All or on the quality of their performance as Directors or in relation to
any actual or potential dispute between ECSC and Energy4All. The Directors are not aware of any other actual or potential
conflicts of interest.
Management
ECSC will have no employees and the business is not dependent on key individuals. Administration, accounting and day to day
operations will be managed by Energy4All under the supervision of the Board. Energy4All will project manage the development
of the Project. The Board will bear ultimate responsibility to the Members, acting on reports and advice from Energy4All.
Energy4All
Energy4All (www.energy4all.co.uk) is a non-profit distributing social enterprise that works to deliver community owned renewable
energy. It will undertake the day-to-day administration and management of ECSC and will provide support to its Board.
Energy4All is experienced in the management of renewable energy co-operatives, and provides similar services to 14 other such
community renewable energy projects in the UK.
Energy4All – Key Personnel
Energy4All employs an expert staff of 14, the following members of which will be principally engaged in supporting ECSC;
Annette Heslop is the Finance and Administration Director of Energy4All, which she joined in 2002. Annette has also been a
director of Baywind from 1999-2014. She is responsible for the professional management and administration of all the Energy4All
co-ops. As Finance Director of Energy4All, she leads on financial control, modelling, costing, projections, banking and treasury.
Paul Phare is Development Manager for Energy4All. His biography can be found on page 12.
Company Secretary:
Annette Heslop, the Finance and Administration Director of Energy4All is Company Secretary for ECSC.
Adoption of co-operative principles
As a Society, ECSC will strive to promote the Principles of Co-operation: self-help and self-responsibility; democracy and equality;
honesty and openness; social responsibility; autonomy and independence; member economic participation; opportunities for
education; and concern for community whilst also trading as a Society.
page / 14

page / 15
a c c o u n t a n t ’ s l e t t e r
The Directors
Edinburgh Community Solar Limited 25 September 2015
Dear Board of Directors
We report on the financial projections comprising the projected income & expenditure account of Edinburgh Community
Solar Limited (“the Society”) for the twenty years ending 2036 (the “Financial Projections”). The Financial Projections, and
the material assumptions upon which they are based, are set out on Page 17 of the section headed Financial Information
(the “Document”) issued by the Society as a section of the Share Offer dated 29 September 2015..
Responsibilities
It is the responsibility of the Directors of the Society to prepare the Financial Projections in accordance with the
requirements of the Conduct of Business Rules.
It is our responsibility to form an opinion as to the proper compilation of the Financial Projections and to report that
opinion to you to enable compliance with the Conduct of Business Rules.
This report is made solely to the Society’s Board of Directors, as a body, in accordance with our terms of reference dated
25 September 2015. Our work has been undertaken so that we might state to the society’s Board of Directors those
matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the company’s Board of Directors, as a body, for our work,
for this report, or for the opinions we have formed.
Basis of Preparation of the Financial Projections
The Financial Projections have been prepared on the basis stated on Page 17 of the Document.
The Financial Projections are required to be presented on a basis consistent with the accounting policies of the Society.
Basis of Opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices
Board in the United Kingdom. Our work included evaluating the basis upon which the Financial Projections have been
prepared and considering whether the Financial Projections have been properly computed based upon the disclosed
assumptions and the accounting policies of the Society. Whilst the assumptions and the accounting policies upon which
the Financial Projections are based are solely the responsibility of the Directors, we considered whether anything came to
our attention to indicate that any of the assumptions adopted by the Directors, which in our opinion are necessary for a
proper understanding of the Financial Projections, have not been disclosed, or if any material assumption made by the
Directors appears to us to be unrealistic.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order
to provide us with reasonable assurance that the Financial Projections have been properly compiled on the basis stated.
Since the Financial Projections and the assumptions on which they are based relate to the future and may therefore be
affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to
those shown in the Financial Projections and differences may be material.
Opinion
In our opinion, the Financial Projections have been properly compiled on the basis of the assumptions made by the
Directors and the basis of accounting used is consistent with the accounting policies of the Society.
Declaration
We have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge,
in accordance with the facts and contains no omission likely to affect its import.
Yours faithfully
Lamont Pridmore Chartered Accountants and Business Advisors, 136 Highgate, Kendal, Cumbria LA9 4HW
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f i n a n c i a l
i n f o r m a t i o n
1. Commencement of trading and ECSC’s financial year
ECSC’s financial year ends on 30 September. Its first year of trading will be the year ending 30 September 2016.
2. Operational cash flow
Apart from the capital requirements of the Project and obligations to third party suppliers, ECSC has a limited requirement for working
capital in the conventional sense, as it has no employees and few fixed costs. Normal monthly cash expenditure is projected to be
small and to be amply covered by the sale of electricity and the FIT payments. The Financial Projections anticipate that ECSC will be
cash positive each year from the commencement of operations.
3. Income and expenditure
ECSC’s income will come from the sale of electricity and the FIT (which will be increased on 1 April each year in line with inflation).
Electricity generated and used by Host Buildings will be sold to CEC at a fixed price for 21 years or until the FIT expires. Electricity
generated and not used by the Host Buildings will be exported to the grid, either to an electricity company at a market price, or at the
FIT Export Tariff. For installations of 30kW or less it is assumed under the FIT scheme that 50% of generation is exported to the grid
and ECSC will be paid accordingly.
Expenses represent the cost of administering ECSC such as preparing accounts; insurance; monitoring, maintaining and repairing the
panels and Inverters; loan interest and depreciation.
ECSC’s operating business is comparatively straightforward and involves few transactions and reliable equipment.
4. Development Costs
ECSC successfully applied for a grant of £10,000 from CARES to undertake the preliminary surveys of buildings. Loans from CARES
and from Energy Prospects have been used to cover the following development costs.
Project management work and work on the Share Offer, the contracts and construction arrangements by Energy4All
Procurement of a Solar PV installer
Planning applications and grid connection agreements
Marketing the Share Offer
Legal fees for work on the agreements
Pre-accreditation of the FIT
•
5. Capital Costs
Capital costs for all 25 installations are projected to be
approximately £1,800,000. ECSC will seek a loan from a social
lender to meet the balance of capital cost.
6. Working Capital
ECSC has no need for additional working capital as it
has no employees. Interest on any loan, if
required, will not arise until the repayment dates,
by which point ECSC is expected to be cash
positive.
page / 16

page / 17
7. Financial Projections
The following is a summary of the Financial Projections, which have been approved by the Board.
The Financial Projections are based on information from the tender process for the survey, design and installation of the Project
supported by the expertise of Energy4All and tested against independent data as far as circumstances have reasonably allowed.
ECSC plans to pay interest annually in arrears on the balance of each Member’s shareholding. Under current legislation the
interest may be paid gross and Members are required to declare the income on their annual tax return.
Members are anticipated to receive a return of 5% interest on their shares per annum in respect of the first full financial year
following installation of the panels, a rate which increases in line with RPI each year. For the year to 30 September 2016 Members
will receive a return based on the the generation actually achieved in that year. The return is expected to be the proportion which
that generation bears to the expected generation for a full 12 months, applied to the anticipated 5% annual return.
Formula:
Actual generation in year ending 30 September 2016
Anticipated full year generation
x5%
Average Average Average
Yr2 Yr3 Yr4 Yr5 Yr6-10 Yr11-15 Yr16-21
Share
Interest 5.0% 5.1% 5.3% 5.4% 5.8% 6.6% 7.5%
Member Projected Share
Interest table from year 2
£,000 £,000 £,000 £,000 £,000 £,000 £,000
Equity 1,428 1,428 1,428 1,407 1,207 775 300
Financial projections are by nature uncertain. The figures presented here should be taken as illustrative only. For a Project such
as this, revenues will be dependent on weather and the performance of the Solar Panels. Financial returns to members are not
guaranteed.
ECSC anticipates holding its annual general meeting around January each year, with the first Share Interest payment being
made in February 2017 in respect of the partial generation of the first financial year.
8. Assumptions
•
The Financial Projections are based on the following principal assumptions:
ECSC installs 1.5MW of Solar Panels on the 25 Preferred Sites at a cost of £1.8 million;
A loan of 20% of capital costs is required and is repaid over 5 years;
The Solar Panel installations will all be completed by 30 September 2016;
Capital costs incurred for the Project will be in accordance with the Financial Projections;
Electricity output is based on calculations which use an expected electricity output per kW installed for the type of Solar
•
Panel proposed at the installed orientation and location;
The amount of generated electricity used locally and exported in the Host Buildings is based on usage data and
•
assumed patterns of demand and generation. For installations of less than 30kW, for FIT purposes the amount of
electricity exported is deemed to be 50% of that generated;
The price for exported electricity is the current FIT export price and prices for the electricity sold to CEC are 2015 prices
•
for each Site;
The FIT Pre-accreditation rate applies to all Sites;
Current expectations relating to the global energy market, the UK electricity industry, UK government policy and the
•
desirability for and the promotion of electricity from renewable sources will remain reasonably consistent and reasonably
favourable to ECSC over the next 21 years;
Inflation is 2.5% during the life of the Project and inflation at this level applies consistently to the FIT, the export price
•
and the expenses of ECSC;
Expenses are projected at a similar level to those on other projects worked on by Energy4All;
The Solar Panels continue to operate for 20 years;
Depreciation is charged at 5% per annum;
Share capital is redeemed from year 6 onward;
Each Inverter is expected to be replaced once during the Project’s life; and
The material contracts will be signed on reasonable commercial terms.
•
Note: a higher rate of inflation is likely to improve the financial performance of ECSC, as it is likely to lead to a higher price for the
sale of electricity. Conversely, a lower rate of inflation is likely to reduce Community Benefit Fund and returns to the Members.
Any of the assumptions not being realised is likely to result in adjustments to the Financial Projections. Financial Projections and
assumptions such as those set out above are inherently less reliable over longer time spans.
R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E

9. Community Benefit Fund
ECSC expects to contribute significant sums of money to
Community Benefit and to work with Host Buildings exclusively
in the first five years to deliver the objectives of ECSC. Each
year ECSC anticipates being able to pay an increasing amount
to the Community Benefit Fund.
The table opposite shows the projected amounts payable into
the Community Benefit Fund.
10. EIS Tax Relief on the Offer Shares
ECSC has applied for advance assurance from HM Revenue
& Customs that the Offer Shares will qualify for EIS tax relief.
If granted (which is not guaranteed) this relief offers various
tax benefits to Members.
Under the EIS, income tax relief is available to individuals who
subscribe for qualifying Shares. The relief is 30% of the cost
of the Shares and may be set against the individual’s income
tax liability for the tax year in which the Shares are issued.
This relief cannot be set off against dividend income, as the
tax credit attached to the dividend is not recoverable.
There is a ‘carry back’ facility, which allows all or part of the
cost of Shares issued in one tax year to be treated as though
those Shares had been issued in the preceding tax year.
Relief is then given against the income tax liability of that
preceding year rather than against the tax year in which those
Shares were issued. This is subject to the overriding limit for
relief for each year.
The shares must be held for a certain period or income tax
relief will be withdrawn. Generally, this is three years from the
date the shares were issued. But if the qualifying trade starts
after the shares were issued, the period is three years from
the date the trade actually starts. In the case of ECSC its
trade will start when the first installed Solar Panels start to
generate electricity.
The payment of tax on a capital gain can be deferred where
the gain is invested in Shares of an EIS qualifying company.
The gain can arise from the disposal of any kind of asset, but
the investment must be made within the period one year
before or three years after the gain arose. The deferred capital
gain is taxed whenever the shares are disposed of or are
deemed to have been disposed of under the EIS legislation.
If ECSC does not comply with the requirements of the EIS for
the qualifying period, the tax reliefs will be withdrawn.
Members cannot assume that these benefits will automatically
accrue on buying Shares in ECSC. Potential Members should
take advice from an appropriate professional adviser on their
own individual circumstances.
The Board will take reasonable steps to conduct the business
of ECSC so that it qualifies under the EIS but there is no
guarantee that it will be able to do so.
11. Taxation payable by ECSC
ECSC does not anticipate having any liability for tax for
14 years as it should receive capital allowances on its capital
expenditure on the Project and because interest paid to
Members is tax deductible. ECSC is registered for VAT.
Yr1-5 Yr6-10 Yr11-15 Yr16-21
£,000 £,000 £,000 £,000
Total Total Total Total
Community
Benefit Fund 57 212 273 432
12. Repaying Share Capital
Shares are expected to be held for a minimum of three years
from commencement of trading in order to qualify for EIS tax
relief. ECSC Members do not have the right to withdraw
Shares but the Board has the power, at its discretion, to permit
Shares to be withdrawn. There are no binding commitments
in place to enable a realisation of Shares. However ECSC
currently intends, if it has sufficient funds, that Member’s
Shares in ECSC will start to be redeemed as cash permits.
The intention is to redeem all share capital within 21 years
after the commissioning of the last Solar Panels. Shares will
be redeemed in proportion to Members’ shareholdings and at
the par value of £1. Any such redemption is dependent on the
performance of the business. The effect of redeeming share
capital is to increase the Community Benefit Fund.
13. Borrowing
ECSC may decide to borrow in order to finance the
development of its business. The amount of borrowing is
likely to be comparatively modest as a proportion of its capital.
14. Transfer of shares; buying Shares
for children and gifting Shares under a
will; Inheritance Tax
Parents and grandparents can buy Shares in ECSC now for
their children and grandchildren; or can buy Shares on their
own behalf now with a view to giving Shares to their children
and grandchildren in their will. Shares can be inherited in
accordance with instructions in a member’s will. Other than
on the death of the holder Shares may not be transferred and
will not be tradable on any stock exchange.
ECSC understands that under current legislation, Shares in
ECSC are treated as exempt from Inheritance Tax. Members
should seek advice on this point for certainty on their personal
position.
If a person applies for Shares on behalf of a child nominee,
EIS tax relief is not available. Shares purchased on behalf of a
child nominee will be held in the name of the Applicant and
transferred to the child upon reaching the age of 16. Share
Interest payable in respect of the Shares will be paid direct to
the child.
page / 18

page / 19
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f u r t h e r i n f o r m a t i o n
a b o u t E C S C
1. The Society
Edinburgh Community Solar Limited is a Society incorporated by the Financial Conduct Authority under the Industrial and
Provident Societies Act 1965 on 31 December 2013 with number 32277R. With effect from August 2014 new societies are
registered under the Co-operative and Community Benefit Societies Act 2014. Its registered office is at Thorn House, 5 Rose St,
Edinburgh EH2 2PR. Its administration address is Unit 26, Trinity Enterprise Centre, Furness Business Park, Barrow in Furness,
LA14 2PN.
2. Adoption of Co-operative Principles
ECSC is an ethical social enterprise. As a Society for the Benefit of the Community it will strive to promote the Principles of
Co-operation: self help and self-responsibility, democracy and equality, honesty and openness, social responsibility, autonomy
and independence, member economic participation, opportunities for education, concern for community and the environment, and
co-operation among Co-ops, whilst trading as a commercial organisation with a view to generating a profit.
3. Legal proceedings
There have been no governmental, legal or arbitration proceedings relating to ECSC or its projects and none are pending
or threatened.
4. Expenses of the offer
The expenses of the Share Offer are projected to be £65,000
5. Material Contracts
The following contracts have been entered into by ECSC and are material:
I. Licence Agreement for installation of Solar Panels on public buildings in Edinburgh dated 23 September 2015. The
Agreement with CEC gives ECSC the right to install and maintain Solar Panels on the roofs of certain CEC owned
buildings in Edinburgh. ECSC will generate electricity from the Solar Panels. ECSC’s Income will derive from the FIT
paid for renewably generated electricity and from the sale of electricity to the Host Buildings. ECSC shall create and
administer a Community Benefit Fund from any profits which it generates. The Agreement is for the lesser of 21 years
or, in relation to individual buildings, when the FIT ceases for that building. At the end of the term, CEC has the option
of asking ECSC to remove the Solar Panels or to transfer ownership of the Solar Panels to CEC. ECSC can terminate
the Agreement early if the Project ceases to be financially viable.
II. A Service Level Agreement between ECSC and CEC as part of the Licence Agreement requires ECSC to deliver its
social objectives as outlined in this document. CEC has the right to terminate the Licence Agreement if the fund is
poorly administered.
III. Contract with Energy4All dated 10 November 2014 for development services by Energy4All. The services include
project managing development, preparing/handling the Share Offer and managing the marketing campaign.
IV. Contract with Energy4All dated 10 November 2014 for management and administration services whereby Energy4All
will be paid an annual fee of 9% of turnover for its management, administration and secretarial services. The contract
is for 10 years from the date the last Site is commissioned.
V. Loan Agreement with CARES dated 5 June 2015 under which ECSC
can borrow up to £139,600 to develop the Project.
VI. Loan Agreement with Energy Prospects dated 24 August 2015 for
up to £27,000. This loan covered the cost of grid connections.
An installation contract will be signed with the Preferred Installer once
sufficient funds have been raised. Once appointed, the Preferred
Installer will be responsible for surveying, designing and installing
the Solar Panels.
General information sourced from third parties in this Offer
Document, in particular Energy4All, has been accurately
reproduced and as far as the Directors are aware and are able to
ascertain from available information, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
page / 20

page / 21
6. Offer Shares and Use of Proceeds
Shares are offered for subscription at £1 each on the terms of this Offer Document. Shares are payable in full on
acceptance of an Application of the Terms and Conditions. Priority will be given to Applicants residing in the City of
Edinburgh Council area.
The Shares will not be traded on a stock exchange.
The net proceeds from the Offer will be applied to install Solar Panels on Host Buildings. The intention of ECSC is to use
the monies arising from this Share Offer to install as many Solar Panels as it can.
Successful applicants for Shares will receive share certificates and their details and holdings will be recorded in a share
register to be kept by Energy4All, on behalf of ECSC, at Unit 26, Trinity Enterprise Centre, Furness Business Park,
Barrow-in-Furness, LA14 2PN or any successor business address. Each person or organisation issued with Shares
becomes a member of ECSC with membership rights defined in the Rules.
The principal rights are:
•
•
one vote per holding on resolutions of the Members, including in relation to the appointment of Directors;
the right to the return of the original investment during the life of the Project, subject to available surplus cash and
any new business of ECSC, as determined by the Directors; and
as a Member, eligibility for election to the Board.
7. Taxation of returns to Members
Interest paid on Shares to ECSC Members will be subject to United Kingdom tax. It is expected that payments will be
made gross and Members will be responsible for declaring this income in their tax returns.
8. Complaints
Any complaints about this Offer or about the Shares should be sent to the Chairman of ECSC at Unit 26 Trinity Enterprise
Centre, Furness Business Park, Barrow-in-Furness LA14 2PN.
9. The Rules
ECSC is a Society owned by its Members. Members elect Directors and each member has one vote in a Members’
meeting regardless of the number of Shares held. Members are protected by limited liability and are only obliged to
contribute the initial cost of their Shares. ECSC is governed by Rules, which are approved by and registered with the FCA.
A copy of the Rules is set out on the ECSC’s website at www.edinburghsolar.coop/rules. A printed copy is available on
request.
Attention is drawn to the following Rules in particular:
Rule 4 sets out ECSC’s objects, which are, in summary: to support the development, management and operation of
renewable energy generation and to reduce carbon emissions in the city of Edinburgh.
Rule 14 states that the Board may admit to membership any person who is 16 or older and who supports the objects of
ECSC and has agreed to subscribe for Shares.
Rule 29 states that an Annual General Meeting must be held within seven months of the close of each financial year.
Other general meetings may be requested by 10% of Members or 100 whichever is the lesser. 14 clear days’ notice must
be given of the date, time, and place of the meeting and the business to be transacted.
Rule 52 provides that each member shall have one vote per holding, regardless of the number of Shares held by them, on
resolutions of the Members, including in relation to the appointment of Directors.
Rule 60 explains how the Board of Directors is made up of up to 9 Members of ECSC and 3 directors from City of
Edinburgh Council. The Council seats are permanent, whereas one third of the member Directors retire by rotation
each year.
Rule 92 states that ECSC has an asset lock which means the assets must be used for the benefit of the community. On
winding up, the assets can only be transferred to a legal entity with similar restrictions on its assets.
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t e r m s & c o n d i t i o n s
o f t h e o f f e r
1. Eligibility
This Share Offer is open to individuals over 16 years of age and to organisations which support the objects of ECSC.
2. Minimum and maximum holdings
The minimum number of Shares which can be applied for is 250 and the maximum is 100,000.
3. Application procedure
•
Read the accompanying Offer Document
Pay special attention to the Risk Factors set out on Page 8 of the Offer Document
Pay attention to the social benefits that ECSC seeks to deliver on page 4
Consider whether you need to take financial advice or other advice in relation to the Terms and Conditions of this Offer Document.
Read the Rules of ECSC since if you receive Shares you agree to automatic membership of ECSC and to be bound by its Rules.
Shares must be applied for using the Application Form at the back of this document.
Attach your cheque or pay by bank transfer as described under “Payment Details”.
Send the completed form to Energy4All. By delivering an Application Form you offer to subscribe, on the Terms and Conditions contained in
this Offer Document, for the number of Shares specified, or such lesser number as may be accepted by ECSC. Once an application has
been made it cannot be withdrawn.
4. Offer Timetable
The Share Offer will remain open until 1 December 2015 (but will be closed early if the Maximum Capital Sum is raised from priority
applications). The Board expects the following timetable to apply. There is inevitably a degree of uncertainty over the precise dates for
installing and commissioning of the Solar Panels in respect of the Project.
2015
29 September 2015 - Share Offer Opens
By November 2015 - Contract signed with installer
November 2015 - Structural surveys and application for building warrant
1 December 2015 - Share Offer Closes
2016
February 2016
September 2016
- Solar Panels start being installed
- Final Solar Panels are installed
5. Extension or Reduction of Offer Period
The closing date for the Offer is 1 December 2015 but the Offer may be closed early if it becomes fully subscribed by priority Applicants.
The Directors reserve the right to extend the Offer at their discretion.
6. Consequences if the Offer does not raise £1,400,000
ECSC will start to install Solar Panels once it has raised sufficient capital to start the first Site. Sites will be built as far as possible in order of
largest first. If the Share Offer does not raise the full sum to build all available Sites, the Board may decide to build fewer Sites, arrange a
loan for the shortfall or a combination of these actions.
page / 22

page / 23
7. Commitments and Confirmations by Applicants
Each Applicant, on submitting an Application Form, confirms that he/she/it:
Is committed to the objects of ECSC;
meets the eligibility criteria;
•
is not (unless a registered society) making multiple applications for more than 100,000 Shares;
is not relying on any information or representation in relation to the Shares, ECSC, or the Project which is not included
in this Offer Document; and shall provide all additional information and documentation requested by ECSC in connection
with their Application, including in connection with taxation, anti-money-laundering or other regulations.
Any person signing an Application Form on behalf of another person undertakes they are authorised to do so.
•
8. Procedures on Receipt by ECSC of Applications
• •
Offer cheques/bankers’ drafts may be presented following receipt and may be rejected if they do not clear on first
presentation.
Surplus Application Monies may be retained pending clearance of successful Applicants’ cheques.
Applications may be rejected in whole, or in part, or be scaled down, without reasons being given.
Application Monies in respect of any rejected or scaled-down Applications shall be returned by crossed cheque, payable
to the Applicant, to the postal address on the Application Form no later than one month after the end of the Offer Period
(as extended).
No interest is payable on submitted Application Monies which become returnable.
•
•
•
Applications on incomplete or inaccurate Application Forms may be accepted as if complete and accurate.
ECSC reserves the right not to enter into correspondence with Applicants pending the issue of share certificates or the
return of Application Monies.
The results of the Offer will be published on the website www.edinburghsolar.coop and by press release within one
month after the Offer has been closed.
In the case of oversubscription, the Directors shall, in their discretion, determine the appropriate allocation of Shares,
taking into account the priority category of Applicant set out below.
9. Plan of Distribution and Allotment
This Offer Document is the only market offering in respect of the Shares.
The Directors have indicated that they intend to subscribe for £19,000 Shares in this Offer.
Priority will be given to Applications from:
First & Only Priority – ECSC Directors (being personally committed to the Community Benefit focus of the Project) and
Residents of the City of Edinburgh
If the Offer becomes oversubscribed, Applications may be proportionately scaled down. The Offer will be closed on
1 December 2015 (or such later date as is set by the terms of any extension to the Offer Period) unless priority applications
have been received for the full amount, in which case the Offer will close before that date.
Welcoming letters and share certificates will be issued to successful Applicants by 1 February 2016 (or such earlier or later
date as is set by the Board and the terms of any extension to the Offer Period).
10. Pricing, trading and dealing arrangements
The Board has resolved to offer Shares at their par value of £1. Shares will not be traded on a recognised stock exchange.
Shares are not transferable except on death or bankruptcy. Members do not have the right to withdraw Shares but the Board
has the power, at its discretion, to permit Shares to be withdrawn. Shares will be redeemed in proportion to Members’
shareholdings and at the par value of £1.
11. Governing law
The Terms and Conditions of the Share Offer are subject to Scottish law.
12. Money laundering
Under anti-money-laundering regulations, you may be required to produce satisfactory evidence of your identity and it is a
condition of this Share Offer that you do so if requested.
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g l o s s a r y
Annual General Meeting
Applicant
Application Monies
Application Form
Board
CARES
CEC
Changeworks
Community Benefit
Community Benefit Fund
Community Benefit Society
Community Shares Scotland
Co-operative Development
Scotland
Co-operative Society
Development Agreement
Directors
ECSC
Edinburgh Community
Energy Co-op or ECSC
EIS
Energy Prospects
Energy4All
FCA
Financial Projections
FIT
The annual general meeting of ECSC held in accordance with Rules
an applicant for Shares through submission of an Application Form
The total gross sum realised by this offer
the form to this Offer Document on Page 27 which must be completed and returned in
accordance with the Terms and Conditions on Page 22 and the Guidance Notes on Page 26
the Board of Directors of ECSC
the Scottish Government’s loan fund for the development and financing of community
renewable energy projects which is administered by Local Energy Scotland
City of Edinburgh Council
Changeworks Resources for Life is a company limited by guarantee registered in Scotland No.
SC103904 and a Scottish Charity SC015144 Registered office: 36 Newhaven Road,
Edinburgh EH6 8A
amounts that will be paid out from the Community Benefit Fund and applied to the social
objectives of ECSC
a fund for the benefit of the community with allocated income from ECSC
a registered society that is owned and controlled democratically and trades primarily for the
benefit of a wider stakeholder group
a programme delivered by Development Trust Association Scotland, Scottish registered
Charity No. SC034231, registered address 1b Washington Lane, Edinburgh, EH11 2HA
part of Scottish Enterprise, which assists any new or existing organisation to set up their
business as a Co-operative or Community Benefit Society
a registered society that is owned and controlled democratically and trades in the interests of
its membership
the development agreement between ECSC and Energy4All in respect of the Project
The Directors of ECSC
Edinburgh Community Solar Ltd, a Society for the Benefit of the Community, Registered
number 32277R, registered office: Thorn House, 5 Rose Street, Edinburgh, EH2 2PR
a co-operative which was wound up with some of the Directors becoming
founding Members of ECSC
Enterprise Investment Scheme, a tax relief scheme under which HM Revenue and Customs
provide certain tax reliefs for qualifying investments in certain trading companies, such
as ECSC
Energy Prospects Co-operative Limited. Company registration number: 30879R, a Co-op
established by Energy4All to support community projects in the development and planning
process, Unit 26, Trinity Enterprise Centre, Furness Business Park, Barrow-in-Furness,
Cumbria, LA14 2PN
Energy4All Limited, Registration number: 4545379, registered office Unit 26, Trinity Enterprise
Centre, Furness Business Park, Barrow-in-Furness, Cumbria, LA14 2PN
Financial Conduct Authority, registrar and regulator of Co-operative and Community
Benefit Societies
the financial projections comprising the projected income and expenditure and return to
Members of ECSC for the 21 years of operation, including the assumptions on which they are
based, as set out in the section Financial Information
Feed-in tariff, the government regulated inflation linked price payable to producers of
qualifying renewable electricity for 20 years
page / 24

page / 25
FIT Export Tariff
FIT Pre-accreditation
Fuel Poverty
Host Buildings
Inverter
Licence Agreement
Maximum Capital Sum
Members
Offer Costs
Offer Document or
Share Offer Document
Offer or Share Offer
Offer Period
Onsite Generation
Preferred Installer
a payment for every kilowatt-hour (kWh) of surplus electricity exported to the
electricity grid
a pre-accreditation which allows a Site to benefit from certainty on the FIT rate it will
receive once commissioned
fuel poverty is defined as where a household in order to maintain a satisfactory heating
regime, is required to spend more than 10% of its income on all household fuel use
buildings that will have Solar Panels installed on them
a piece of electronic equipment which converts the voltage of electricity generated by the
Solar Panels to the voltage necessary for supply to the Host Buildings and export to
the grid
the agreement with CEC that gives ECSC the right to install Solar Panels on up to 25 of
its buildings, sell electricity to the Host Buildings and receive the FIT payments
£1,400,000 which is the maximum amount ECSC is seeking to raise for the project
members of ECSC
the expenses incurred by or on behalf of ECSC in issuing this Offer Document
this document inviting persons to subscribe for the Shares and become Members
of ECSC
the offer of Shares in ECSC contained in this Offer Document
the period during which the Offer will remain open (including any extension)
Onsite Generation Limited, a limited company registered number: SC341788,
registered office: Midlothian Innovation Centre, Roslin, Midlothian, EH25 9RE
the installer chosen to install Solar Panels as a result of the tender
Preferred Site or Sites
Principles of Co-operation
Project
RPI
Rules
Services Agreement
Share Interest
Shares
Society
Solar Panels
Solar PV
SP Energy Networks
the 25 Sites listed in the document
the co-operative principles by which co-operatives put their values into practice
the installation and operation of up to 25 Solar Panels on public buildings in the City of
Edinburgh as listed in the document
Retail Price Index
the rules of ECSC, summarised in this Offer Document and a copy of which is available
from ECSC and at www.edinburghsolar.coop/Rules
the services agreement between ECSC and Energy4All in respect of the Project
the annual payment to Members of interest on Shares
ordinary Shares issued as a result of this Share Offer. New Shares of £1 in ECSC,
offered at £1 each on the Terms and Conditions under this Offer Document
Community Benefit Society
solar PV panels in this Project
a system for generating electric power by using solar cells to convert energy from
the sun
SP Power System Ltd, registered No; 215841, registered office: 55 Fullarton Drive,
Cambuslang, Glasgow, G32 8FA
Summary the summary of this offer Document set out on page 5
Terms and Conditions
the terms and conditions of the Offer contained in this Offer Document
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g u i d a n c e n o t e s
F O R C O M P L E T I O N O F A P P L I C A T I O N F O R M S F O R S H A R E S I N E D I N B U R G H C O M M U N I T Y S O L A R
1. Applying for Shares:
The Offer is open to individuals, registered societies and other
organisations, who support the objectives of ECSC. It is only possible
to purchase Shares in ECSC by completing the Application Form on
Page 27. These notes are designed to help you complete the
Application Form. Before completing the Application Form you should
consider taking appropriate financial and other advice, particularly in
relation to any aspect of the Offer Document which is not clear to you.
2. Your attention is particularly drawn to:
The Social Objectives described on Page 5.
•
•
•
The Risk Factors on Page 8 which describe risks relating to an
investment in the Shares.
The specific Terms and Conditions of the Offer set out on
Page 22 because by completing the Application Form you will
make an irrevocable promise to invest in Shares, which may be
accepted by ECSC.
The Rules of ECSC (a copy of which is available to view at
www.edinburghsolar.coop/rules or can be obtained by post)
because in buying shares you will become a Member of ECSC
and bound by these Rules.
3. Amount to invest:
The price of each Share is £1. You should decide how many Shares
you want to buy and put that number in the box. The minimum
number (for ease of administration) is 250. The maximum is 100,000
(except for investment by other Societies). Annual interest payments
on Shares will be based on the number of Shares you hold, but you
will only have one vote, regardless of the number of Shares you hold.
4. Personal details:
You may apply as an individual, or if you are properly authorised, on
behalf of a registered society, or other organisation. For legal reasons
children cannot become Members. If you wish to invest as a trustee or
nominee on behalf of a child you may need to take advice on any tax
implications, and please note that the maximum investment of
£100,000 includes any Shares purchased as a nominee for a child.
Shares issued in these circumstances could be transferred to a child
when he or she becomes 16 and the Board will endeavour to assist
with that intention where requested. If you do wish to take the Shares
as a nominee or trustee of a child, please indicate that intention as
shown.
Priority – Directors of ECSC (being personally committed to the
community benefit focus of the Project) and residents of City of
Edinburgh
This priority will apply if the Offer is over subscribed by
1 December 2015
6. Declaration:
In signing the Application Form, as an individual, you are personally
making an irrevocable and enforceable promise to invest in Shares in
ECSC. If you are signing on behalf of an organisation or on behalf of
another adult individual, you are personally representing that you
have been expressly authorised to do so. Non-UK residents must take
responsibility for ensuring that there are no laws or regulations in their
own country of residence that would prevent them from buying Shares
or receiving income from a UK Society. Under applicable anti-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.
7. Payment:
Please attach a cheque or banker’s draft, drawn on a UK bank or
building society, for the exact amount shown in the box under ‘Amount
to invest’. If there is a discrepancy between the two, or if the cheque
is not honoured on presentation, your Application Form may be
rejected without further communication. Alternatively you can pay
direct through the banking system into the ECSC bank account.
Please quote your surname and date of birth as a reference and pay
to account number 20550413 Sort Code 16-58-10
8. Optional:
It will help with the launch of other renewable energy social
enterprises if we can identify the most effective means of
communicating with potential investors. We would be grateful,
therefore, if you would indicate on the Application Form how you first
heard of ECSC.
9. Communication with Members:
As a Member, you will receive various communications. It will help to
reduce paperwork (and carbon dioxide emissions) if we can contact you
by email. Please provide your email address on the Application Form.
5. Priority Application:
The number of Shares you apply for will not necessarily be the
number of Shares you will receive. If the Offer is oversubscribed your
application may be scaled down, or even rejected in its entirety. All
applications are welcome, but in the event that the Offer is
oversubscribed, the Directors will endeavour to give priority in
accordance with the following priority categories. To indicate you are
entitled to be considered for priority treatment please tick the
applicable box:
page / 26
“
Thank you for considering an investment in
Edinburgh Community Solar
“

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s h a re a p p l i c a t i o n f o r m
E D I N B U R G H C O M M U N I T Y S O L A R C O - O P E R A T I V E S H A R E I S S U E 2 0 1 5
Important: before completing this Application Form you must:
•
(the “Offer Document”);
•
Read the Rules
•
Read the accompanying Share Offer of Edinburgh Community Solar Limited (“ECSC”)
Pay special attention to the Social Objectives described on Page 4 of the Offer Document;
Pay special attention to the Risk Factors set out on Page 8 of the Offer Document;
Consider whether you need to take financial advice or other advice in relation to the Terms and Conditions
of the Offer contained in the Offer Document; and
Declaration (if applicable, also on behalf of an applicant organisation)
I confirm my understanding that:
•
•
•
this Application may be withdrawn if a supplementary Offer Document is issued, but not otherwise, and, if
and when accepted by ECSC, this Application forms a contract subject to the law of Scotland on the
Terms and Conditions of the Offer Document;
an Applicant who/which is not UK resident is responsible for ensuring that this Application complies with
any laws or regulations applicable outside the UK to which he/she/it is subject; and
if the Offer is oversubscribed, it is possible that an otherwise eligible Application will not be accepted in
part or in whole.
I confirm that:
• • •
•
•
I support the aims and objectives of ECSC;
I have read the Offer Document, including the Risk Factors, the Rules and the Terms and Conditions of
the Offer;
I am over 16 and I meet the Offer eligibility criteria;
ECSC is hereby authorised to make such enquiries as are deemed necessary to confirm the eligibility of
this Application;
I am not making an application or multiple applications for a total of more than 100,000 Shares;
I am not relying on any information or representation in relation to the Shares, ECSC or the Offer which is
not included in the Offer Document; and
I shall provide all additional information and documentation requested by ECSC in connection with this
Application, including in connection with anti-money-laundering, taxation or other regulations applicable
to ECSC;
If signing this Application on behalf of any person/organisation I am doing so with express authority.
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s h a r e a p p l i c a t i o n
P L E A S E U S E C A P I T A L S A N D B L A C K I N K
O F F I C E U S E O N LY:
U R N :
B AT C H :
I N I T I A L :
Amount to invest
I wish/my organisation wishes to invest a total amount of £
in Edinburgh Community Solar Limited on the Terms and Conditions of the Offer
Document dated 29th September 2015 at the price of £1.00 per Share. (You must invest at least £250 but not more than £100,000).
Applicant details
Title: Forenames: Surname:
Or Organisation Name:
Company Registration Number:
Name of authorised signatory signing below:
Address:
Town:
Post code:
County:
Date of Birth:
Email:
Telephone:
Mobile:
If Applicant is nominee for a child (noting tax issues)
Child’s name:
Child’s date of birth:
Child’s address (if different from above):
Post code:
Priority Application (All applications are welcome; claims for priority apply only if the Offer is over-subscribed by 1st December 2015)
Priority – Directors of ECSC (being personally committed to the community benefit focus of the Project)
•
and residents of the City of Edinburgh. Please tick if appropriate.
Payment Details
I have paid by bank electronic transfer/BACS to ‘Edinburgh Community Solar Limited’
Please pay to Sort Code 16 58 10 Account Number: 20550413 Date payment made:
All electronic payments must include a reference when arranging your payment. Please use applicant surname & date of birth.
I enclose a cheque or banker’s draft crossed A/c Payee to the value indicated above, payable to ‘Edinburgh Community Solar Limited’
Please send your completed application to:
Edinburgh Community Solar Co-op, Unit 26, Trinity Enterprise Centre, Furness Business Park, Barrow in Furness, Cumbria, LA14 2PN
I understand that the cheque supporting this application will be presented for payment following receipt and I warrant that it will be paid
on first presentation.
Signature
(as applicable also on behalf of the Applicant organisation)
Date:
Annual Share Interest Payments
Edinburgh Community Solar Limited will pay share interest due on shares by electronic transfer via BACS. To receive your share interest please provide the following details:
Bank Account: Sort Code: Name on account:
We would be grateful if you would inform us how you first heard of this Share Offer:
Energy4All
Direct Mail
Bus
Train
Friend / Family Member Leaflet/ Poster Please specify
Local Press Other Please specify
Notices by email and documents on our website
To help reduce paper costs (and CO 2 emissions), Edinburgh Community Solar Limited and Energy4All would like to send you notices and information by email and refer you (by email) to
documents posted on the Edinburgh Community Solar Limited website. By signing this form you are consenting to receiving such notices by email and accessing documents through the website.

R E N E W A B L E E N E R G Y - B E N E F I T I N G T H E F U T U R E
E D I N B U R G H C O M M U N I T Y S O L A R C O - O P E R A T I V E
E D I N B U R G H C O M M U N I T Y S O L A R C O - O P E R A T I V E
ADMINISTRATION ADDRESS:
UNIT 26 TRINITY ENTERPRISE CENTRE,
FURNESS BUSINESS PARK, BARROW IN FURNESS LA14 2PN
TEL: 01229 821028. EMAIL: info@edinburghsolar.coop WEBSITE: www.edinburghsolar.coop
REGISTERED ADDRESS:
FRIENDS OF THE EARTH SCOTLAND, THORN HOUSE, 5 ROSE STREET, EDINBURGH EH2 2PR